Bylaws:

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SECOND AMENDED AND RESTATED BY-LAWS OF THE
PALM BEACH COUNTY CHAPTER OF THE
FLORIDA ASSOCIATION FOR WOMEN LAWYERS, INC.

ARTICLE I - NAME

The name of this Corporation shall be The Palm Beach County Chapter of the Florida Association for Women Lawyers, Inc.

ARTICLE II - PURPOSE AND RESTRICTIONS

Section 2.1 Purpose. This Corporation is organized not for profit and is organized and shall be operated exclusively for the purposes described in section 501(c)(3) and (6) of the Internal Revenue Code.

Section 2.2 Restrictions.

1. No part of the earnings of the Corporation shall inure to the benefit of any Director or Officer of the Corporation, or any other person (except that the Corporation may pay reasonable compensation for services rendered to or on behalf of the Corporation and make other payments and distributions in furtherance of one or more of its purposes), and no officer of the Corporation or any other person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. The Corporation shall pay no dividends.

2. The Corporation shall not participate, directly or indirectly, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not have the objectives nor engage in activities which would characterize it as an “action organization� as defined in Treasury Regulations.

3. Notwithstanding any other provisions of these bylaws, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) or (6) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

4. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or (6) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III - OFFICE

The principal office of the Corporation shall be designated by the President of the Chapter.

ARTICLE IV - MEMBERSHIP

Membership in this Corporation shall consist of the following categories:

Section 4.1 Full Members. Members in good standing of the Bar of any State and of the Florida Association for Women Lawyers shall be eligible for full membership in the Corporation, upon acceptance of the application and payment of dues. Full Members shall have all the privileges of membership in the Corporation, including the right to vote and hold office.

Section 4.2 Student Members. Any student who is enrolled in an accredited law school who is a member in good standing of the Florida Association for Women Lawyers shall be eligible for a student membership in the Corporation, upon acceptance of application and payment of dues. Student Members shall not be entitled to vote or hold office.

Section 4.3 Suspension or Expulsion of Members. A member disbarred from practicing law in any State shall automatically be dropped from membership in this Association and cannot be reinstated until having been readmitted to practice law in that State. The Board has the power to remove any members or turn down an application for any membership category for cause.

ARTICLE V - MEMBER MEETINGS

Section 5.1 Annual Meeting. The annual Members’ meeting shall be held at a date, time and place determined by the Board of Directors from time to time, provided that there shall be an annual meeting every calendar year. The purpose of such meeting shall be the election of Directors and Officers and the transaction of other business authorized to be transacted by the Members. The order of business shall be as determined by the Board of Directors.

Section 5.2 Special Meetings. Special meetings may be called by the President, a majority of the Board of Directors, or by written request of a majority of the Members, for any purpose and at any time. Business transacted at all special meetings shall be confined to the objects and action to be taken, as stated in the notice of the meeting.

Section 5.3 Voting. A simple majority of all Members present at a meeting shall decide any question brought before the meeting. Voting may occur by any reasonable means, including electronic transmission.

ARTICLE VI - NOTICE

Section 6.1 Annual Meeting. Written notice of the annual Members™ meeting shall be mailed or delivered by any other reasonable means, including electronic transmission, by the Secretary, or such other person as the Board shall direct to deliver such notice, not less than ten (10) nor more than sixty (60) days before the date of such meeting, to each Member as his/her address listed in the Corporation's records.

Section 6.2 Special Meetings. Notice of special meetings of the Members shall be mailed or delivered by any reasonable means, including electronic transmission, by the Secretary, or such other person as the Board shall direct to deliver such notice at least two (2) days before such meetings to each Member at his/her address as listed in the Corporation's records, stating the purpose of such meeting.

Section 6.3 Written Action. The Board and/or Members may take action by written agreement, which shall include written agreement by electronic transmission, without conducting meetings, on all matters for which action may be taken at meetings. Nothing herein is to be construed to prevent the Board from waiving notice of meetings or acting by written agreement without meetings.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be from July 1st to June 30th of the following calendar year.

ARTICLE VIII - DUES

Annual dues for full members, student members, and affiliates members shall be in an amount sufficient to meet the needs and obligations of the Corporation and shall be determined by and due and payable to the direction of the Board of Directors for that fiscal year. Dues shall be established in accord with a policy of accessibility of membership for all income levels of lawyers in Palm Beach County. No increase in annual dues shall exceed one hundred percent (100%) of the previous year's amount unless approved by a two-thirds (2/3) vote of the Members at a duly noticed annual or special meeting of the Corporation.

ARTICLE IX - DIRECTORS

Section 9.1 Number, Tenure and Qualifications. The business and affairs of the Corporation shall be managed by a Board of Directors composed of the nine (9) Officers set forth in Article XI below. Each director shall serve for a period of one year and until their successor has been elected or until their earlier resignation, removal from office, or death.

Section 9.2 Election. At the annual meeting of the Members of Corporation, each Officer shall be elected to serve for a one-year term as a Director of the Corporation. If Directors are not elected at the annual meeting, the incumbent Directors shall continue in office until their successors are elected and qualified.

Section 9.3 Removal of Directors. Any member of the Board of Directors may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the members of the Board of Directors. If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.

Section 9.4 Resignation of Directors. A Director may resign at any time by delivering written notice to the Board of Directors or to the Corporation. A resignation is made effective when notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

Section 9.5 Vacancies on Board. Whenever any vacancies shall occur on the Board by death, resignation, removal, or otherwise, the same may be filled by the affirmative vote of a majority of the remaining Directors through less than a quorum of the Board of Directors, and the Director(s) so elected shall hold office only until the next election of Directors by the Board of Directors.

Section 9.6 Directors Meetings. Meeting of the Board may be called by the President or by any Director. The President shall preside at all meetings of the Directors. Notice of any meeting of the Board of Directors may be given by any reasonable means, whether oral, written, or by electronic means and at any reasonable time prior to such meeting. The reasonableness of any notice given in connection with any meeting of the Board of Directors shall be determined in light of all the pertinent circumstances. It shall be presumed that notice of any meeting given at least two (2) days prior to such meeting, either orally (by telephone or in person), or by written notice (including by electronic transmission) delivered personally or mailed to each Director at his/her business or residence address, is reasonable. If mailed, such notice of any meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose or purposes of, any meetings of the Board of Directors need be specified in the notice or in any written waiver of notice of such meeting.

Section 9.7 Waiver of Notice of Meeting. Notice of a meeting of the Board of Directors need not be given to any Director who signs a written waiver of notice either before, during or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 9.8 Quorum and Acts. A majority of the members of the Board then in office shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except that any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the members of the Board, is filed in the minutes of the proceedings of the Board.

Section 9.9 Meetings of the Board of Directors by Means of a Conference Telephone or Similar Communications. Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9.10 Compensation. The Board of Directors shall serve without compensation. Under a policy which may be determined by the Board, Directors may be reimbursed for ordinary and necessary expenses incurred in furtherance of the tax-exempt purposes of the Corporation described in the Articles of Incorporation and authorized, approved, or ratified in accordance with these Bylaws.

Section 9.11 Attendance. Each Board member shall attend eighty-percent (80%) of all duly called membership meetings and duly called regular and special Board meetings. If a Board member misses more than twenty-percent (20%) of said meetings in one year without furnishing written reasons therefore then the Board member may be removed from their office at the discretion of the Board.

Section 9.12 Voting. A simply majority of the Board of Directors shall decide any question brought before the Board. Voting may occur by any reasonable means, including electronic transmission.

ARTICLE X - COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may from time to time create one or more committees who serve at the pleasure of the Board of Directors. The President shall designate the committee chair for each committee. The committee chair for each committee will report directly to the Board. The President may designate one (1) or more Directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

ARTICLE XI - OFFICERS

Section 11.1. The Officers of this Corporation shall consist of President, President-Elect, Secretary, Treasurer, Chapter Representative, Outreach Director, Programming Director, Sponsorship Director and Immediate Past-President. Each Officer's term of office shall be one (1) year from the date of their election by the members of the Corporation or until their successors shall have been inducted. The Executive Committee of the Board of Directors shall consist of the President, President-Elect, Treasurer and Secretary, who may make decisions without a full Board of Directors vote should it be necessary and will then bring this decision to the Board for a final vote.

Section 11.2. The President shall preside at all meetings of the Corporation, shall create all necessary committees not provided for elsewhere herein and appoint all chairs thereof, and shall perform the usual duties incumbent upon a President including the right to disburse funds. The President shall chair Board meetings and represent the Corporation in its interactions with third parties and shall have the right, with the involvement of the Treasurer, to enter into contracts with third parties that have been approved by the Board. The President, with vote of the Board, may elect to hire a Chapter Administrator and such person shall report directly to the President and Treasurer. The Chapter Representative shall report directly to the President.

Section 11.3. The President-Elect shall perform duties of the President in the absence of the President. In the event the office of the President shall become vacant, the President-Elect shall serve in the place of the President of the unexpired term. The President-Elect shall oversee and assist the activities any committee or chair assigned to the President-Elect by the President.
Accordingly, approval of the President-Elect shall be required for all material decisions to be made by any of the aforementioned Chairs. The President-Elect shall succeed to the office of the President at the expiration of the President's term of office. In the event that the President-Elect is unwilling or unable to serve as the President, the President shall be elected with the remaining
offices at the election meeting.

Section 11.4. The Secretary shall maintain minutes of the Corporation meetings and attend to necessary correspondence and perform such other duties as required by the President. In the event there is no Chapter Administrator, the Secretary shall be responsible to ensure Membership Records are accurate.

Section 11.5. The Treasurer shall collect and disburse all funds of the Corporation as directed by the Board of Directors, and shall maintain accurate books of account. The Treasurer, together with the President, has the right to enter into contracts with third parties which have been approved by the Board. In the event the Board hires an administrative assistant, such person shall report directly to the President and the Treasurer. The Treasurer shall oversee the Judicial Reception chair.

Section 11.6 The Outreach Director shall be responsible for the initial mailings of membership applications to returning and prospective members and coordinate with the State FAWL, the Board and/or the Chapter Administrator to ensure the mailing is sent timely with all relevant information. The Outreach Director, together with the Secretary, will ensure all membership records are accurate in the event no Chapter Administrator is in place. The Outreach Director shall also be responsible for the New Member Reception, recruiting new members and serve as the liaison for law school membership.

Section 11.7. The Programming Director shall be responsible for all Membership Meetings lunches, other than those special events assigned to a Committee Chair. The Programming Director shall plan speakers, coordinate dates, times and places and ensure
announcements are timely sent to the Membership. In addition, should CLE credits apply, the Programming Director shall ensure the proper procedures occur to obtain same.

Section 11.8. The Sponsorship Director shall be responsible for creating and maintaining sponsorship packages for both lawyers and non-lawyers. The Sponsorship Director will ensure sponsorship of all Corporation events and will work in conjunctions with the Programming Director and special events Chairs. The Sponsorship Director, together with the Treasurer, is responsible for ensuring all necessary documentation is in place for solicitation of funds.

Section 11.9. The Immediate Past-President shall document and update the history of the Corporation and the Florida Association for Women Lawyers. If the Immediate Past-President is removed, resigns or declines the office, a Director at Large will be appointed pursuant to Section 9.5.

Section 11.10. The Chapter Representative shall represent the Corporation at all meetings with the Florida Association for Women Lawyers and shall report to the Board on all Florida Association for Women Lawyers actions.

ARTICLE XII - ELECTION OF OFFICERS

Section 12.1. Those interested in running for Corporation offices shall submit their names and the office sought in writing to the President, or other such person as the President selects, on or before March 1 of each Fiscal year. The new officers shall be voted on at the Annual Meeting.

Section 12.2. The Board of Directors and Officers shall be elected by ballot by a majority of those members voting. In the event the majority is not obtained on the first ballot, the two candidates receiving the highest number of votes shall be voted upon again, and the one receiving a majority shall be elected.

Section 12.3. The Officers shall assume the duties of the respective offices at the Installation meeting and shall continue in office until their successors have been inducted.

ARTICLE XIII - AMENDMENTS

These By-Laws may be amended at any meeting of the Corporation by a two-thirds (2/3) vote of the members voting, provided, however, that such amendment or amendments to be voted upon shall have been submitted in writing to each member of the Corporation at least thirty (30) days prior to the date of such meeting.

ARTICLE XIV - PARLIAMENTARY PROCEDURE

Robert's Rules of Order, Revised, shall govern all meetings of this Corporation, where not inconsistent with the By-Laws of this Corporation, and where such By-Laws are silent.