|
THE INCORPORATION OF COSCA
At the 1982 midyear meeting of the Conference of State Court
Administrators held in Williamsburg, Virginia, a resolution was passed
directing that COSCA change its structure from an unincorporated association
to that of a non-profit corporation.
An ad hoc committee chaired by Walter Kane of Rhode Island, was
appointed by then Chairman Carl Bianchi, to prepare Articles of Incorporation
and Bylaws. The final report of
the committee and proposed Articles of Incorporation and Bylaws were presented
to the full Conference at the 1983 Annual Meeting held in Savannah, Georgia.
At that meeting, the Conference of State Court Administrators passed
unanimously a resolution formally adopting the non-profit corporate form of
organization.
August 2, 2001
Outline of Bylaws
ARTICLE I Name
and Purposes
ARTICLE II
Membership
and Voting
1.
Members
2.
Associate Members
3.
Staff Associates
ARTICLE III
Meetings
of Members
1.
Annual,
Midyear and Special Meetings of Members
2.
Notice of Members' Meetings
3.
Quorum
and Action by Members
ARTICLE IV
Board
of Directors
1.
Management
2.
Number of Directors and Terms
3.
Board of Directors Meetings
4.
Vacancies
ARTICLE V Officers
1.
Officers
2.
President, President-elect and Vice President
3.
Secretary-Treasurer
4.
Vacancies
ARTICLE VI Committees
and Secretariat
1.
Standing Committees
2.
Other Committees
3.
Nominating Committees
4.
Secretariat
ARTICLE VII
Resolutions
1.
Procedure
2.
Purpose
ARTICLE VIII
Amendments
1.
Amendments to Articles of Incorporation
2.
Amendments to the Bylaws
3.
Notice
4.
Action on Proposed Amendments
Conference of
State Court Administrators
BYLAWS
ARTICLE I
Names
and Purposes
NAME:
This organization is the Conference of State Court Administrators.
PURPOSES:
The Conferences is an independent national leadership organization
dedicated to Advancing:
►
Public confidence in the courts;
►
Access to the fair administration of justice;
►
The effective and efficient administration of justice;
►
The independence of the courts as a neutral forum for the resolution of
the public’s disputes; and
►
The judiciary as a co-equal, co-reliant, and accountable branch of
government.
To
fulfill its purposes the Conference shall:
►
Promote:
·
Policies,
laws rules, standards and practices which enhance the fair administration of
justice;
·
Research
in the field of judicial administration;
·
Cooperation,
collaboration and coordination of activities among entities concerned with
judicial administration, including national, state and local governmental and
private sector organizations; and
·
Modern
management and technology practices.
►
Support:
·
The
Conference of Chief Justices through collaborative efforts to develop,
advocate, and implement policies that promote the purposes of both
organizations; and
·
The
National Center for State Courts as a national resource dedicated to providing
leadership and support for the improvement of state courts.
►
Develop:
·
The
competencies of state administrative office staff through participation in
national initiatives, educational activities, and communication and a
collaboration among various state staff in a manner consistent with individual
state needs and the Conference’s purposes; and
·
The
professionalism of state court administrators through collaboration,
education, and information sharing.
►
Promulgate policy positions, standards, model guidelines, and uniform
national data reports.
ARTICLE II
Membership
and Voting
1.
Members. The members of the
Conference are the principal court administrative officers of the several
states, the District of Columbia, the Commonwealth of Puerto Rico, the
Territories of Guam, the Virgin Islands, and American Samoa, and any other
jurisdiction that is elected as a full member of the Conference of Chief
Justices. Each member shall have
one vote.
2.
Associate Members. If any state or any other
member jurisdiction of the Conference of Chief Justices does not have a duly
appointed principal court administrative officer, the chief justice of that
state or jurisdiction may designate an individual to take part in the
activities of the Conference of State Court Administrators in an associate
member status. An associate
member is not eligible to vote or hold office.
3.
Staff Associates. If unable to attend a
meeting, a member may designate, in writing, a staff associate to vote in his
or her stead. A staff associate
of a member is not eligible to hold office.
ARTICLE III
Meetings
of Members
1.
Annual, Midyear, and Special Meetings of Members. The annual meeting of the Conference shall be held in
conjunction with the annual meeting of the Conference of Chief Justices.
The midyear meeting shall be held in December in each year.
The place of the midyear meeting shall be determined by the Conference
after recommendation by the board of directors.
Special meetings may be called by the Board of Directors. Attendance at meetings is limited to members, associate
members, staff associates of members, necessary Secretariat personnel, and any
guests specially invited by the board of directors.
2.
Notice of Members’ Meetings. Written
notice stating the place, day and hour of any meeting and, in case of a
special meeting, the purpose or purposes for which it is called, shall be
mailed to each member, not less than ten nor more than fifty days before the
date of the meeting, except that notice of a meeting to act on an amendment of
the articles of incorporation shall be mailed not less than thirty nor more
than fifty days before the date of the meeting and shall be accompanied by a
copy of the proposed amendment. Signed
waivers of notice from all members entitled to vote shall be the equivalent of
giving notice.
3.
Quorum and Action by Members. At any
meeting of the membership, a quorum shall consist of members and designees of
absent members totaling one-third of the number of members of the Conference.
All elections and all other matters voted on at any annual, midyear, or
special meeting of members shall be determined by a majority of those present
and eligible to vote; except that amendment of the articles of incorporation
or of these bylaws or approval of policy positions and policy resolutions
shall require the vote of more than two-thirds of those persons present and
eligible to vote. Action without
a meeting may be taken by the signed consent of all members entitled to vote.
ARTICLE IV
Board
of Directors
1.
Management. The Board of Directors
shall have charge of the general management of the Conference in fulfilling
its basic purposes. Under the
leadership of the President and subject to the ultimate direction of the
membership, the responsibilities of the Board include policy development,
program planning, project conceptualization and oversight responsibility.
2.
Number of Directors and Terms. The
Board of Directors shall consist of ten members of the Conference as follows:
(a) four directors ex officio: The President, the President-elect, the
Vice President, and the immediate past President; and (b) six directors
at-large who shall be elected by the Conference at the annual meeting to serve
three year terms commencing at the close of the annual meeting and ending at
the close of the third following annual meeting.
Terms of directors at-large shall be staggered so that at least two new
directors at-large are elected each year.
An at-large director who has served a three-year term may not serve as
an at-large director for a period of three years thereafter.
3.
Board of Directors Meetings. The
Board of Directors shall meet on the call of the President on not less than
five days’ notice. Signed
waivers of notice from all directors shall be the equivalent of notice. One-half of the directors shall constitute a quorum.
The attendance of a director at a meeting waives notice of the meeting
unless the director attends for the express purpose of objecting that the
meeting was not duly called or convened.
Action without a meeting may be taken by the signed consent of all
directors. Directors may
participate in a meeting by means of a conference telephone call, and such
participation shall constitute presence in person at such meeting.
4.
Vacancies. Any vacancy on the Board
of Directors, including a vacancy resulting from an increase by not more than
two in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum. Persons so appointed shall serve until the next annual
meeting.
ARTICLE V
Officers
1.
Officers. The officers of the
Conference are President, President-elect, Vice President, and
Secretary-Treasurer.
2.
President, President-elect and Vice President. The President-elect shall serve a one-year term commencing at
the close of the annual meeting and ending at the close of the next annual
meeting. The President-elect
shall succeed to the office of President at the expiration of the current
President’s one-year term. The
Vice President shall be elected at the annual meeting of members to serve a
one-year term commencing at the close of the annual meeting and ending at the
close of the next annual meeting. The
Vice President shall succeed to the office of President-elect at the
expiration of the current President-elect’s one-year term, except that at
the 1996 annual meeting both a President-elect and a Vice President shall be
elected. No person shall serve
consecutive terms as President, except as provided in subsection 4 below. The President shall perform the usual duties of a presiding
officer at meetings of members and meetings of the Board of Directors.
In the absence of the President, the President-elect shall perform such
duties.
3.
Secretary-Treasurer. The Secretariat for the
Conference shall perform the customary duties of Secretary and Treasurer.
The Secretariat staff individual assigned to the Board of Directors of
the Conference with the Board’s approval shall be appointed, annually, by
the Board of Directors to the office of Secretary-Treasurer.
4.
Vacancies. In the event of a vacancy
in the office of President, the President-elect shall automatically succeed to
the office and shall serve the remainder of the vacated term in addition to
the full term he or she ordinarily would have served. In the event of a vacancy in the office of President-elect,
the Vice President shall automatically succeed to that office and shall serve
the remainder of the vacated term. Except
as otherwise provided above, the Board of Directors shall fill any vacancy in
office that occurs between annual meetings of the Conference.
Any person so appointed shall serve until a successor is elected or (in
the case of Secretary-Treasurer) appointed at the next annual meeting.
ARTICLE VI
Committees
and Secretariat
1.
Standing Committees.
(a) The Conference may establish standing
committees for the purpose of providing information and making recommendations
on matters relevant to the activities of the Conference.
(b) A standing committee may be established or
dissolved by a vote of the members of the Conference at any annual, midyear,
or special meeting.
(c) The Conference shall approve a role statement
for each standing committee at the time of its establishment.
Such statement shall include the subject matter, scope, and general
mission for the committee.
(d)
The chairman or at least one member of a standing committee shall be a member
of the Board of Directors. Standing
committees may include persons who are not members of the Conference.
(e)
The President-elect shall appoint the members of the standing committees.
The proposed committee appointments shall be submitted to the Board of
Directors for approval at its spring meeting and shall become effective on the
first day of the succeeding annual meeting.
All standing committee appointments made by the President-elect shall
terminate at the conclusion of his or her term as President.
2.
Other Committees.
(a) The President may establish
other committees to conduct the activities of the Conference.
The President-elect may establish other committees with the approval of
the Board of Directors.
(b) The President or President-elect
shall appoint all members to other committees.
All committee appointments made by the President or President-elect
shall terminate at the conclusion of his or her term as President.
(c) Other committees shall be dissolved
automatically at the conclusion of the term of office as president of the
person making the appointment unless continued by his or her successor.
3.
Nominating Committee. The
President shall appoint a nominating committee which shall report the names of
nominees for officers and directors to the membership no later than the first
day of the annual meeting. Nominations
may also be made from the floor.
4.
Secretariat. The National Center for
State Courts shall act as Secretariat for the Conference and shall be the
primary staff resource to the Board of Directors and the Conference.
The National Center staff individual assigned to the Board of Directors
with the Board’s approval will, at the direction of the President, prepare
committee agendas, coordinate meeting preparations, evaluate site locations
and facilities, draft summaries of committee proceedings, and guide the
preparation of concept, position, and policy papers and documents.
ARTICLE VII
Resolutions
1.
Procedure. To be considered by the
Conference, any proposed substantive resolution, (resolutions of appreciate
not included), must be sponsored by a member.
The member shall submit the resolution, in writing, with a brief
statement of purpose and explanation, to the President, well in advance of a
membership business meeting. The
President shall refer any properly submitted resolution either to the Board of
Directors or to an appropriate standing committee, (or committees) for review
and recommendation. The report
and recommendation of the Board or committee shall be presented to the
membership at its next scheduled meeting, at which time the resolution may be
considered and voted upon by the membership.
2.
Purpose. The above procedure will:
(a)
Provide the members with a written explanation of the resolution.
(b) Screen resolutions in order to avoid last
minute emergency debates and possible mistakes of fact or inaccurate
statements.
(c) When feasible, provide a thoughtful
recommendation as to the resolution, by the Board of Directors or a
responsible committee.
(d)
Provide a clear description to persons wanting to prepare resolutions as to
how to proceed to obtain membership consideration.
(e)
Provide a simple, expedited process, where time allows, for referral to the
Board or a committee, followed by membership consideration.
ARTICLE VIII
Amendments
1.
Amendments to Articles of Incorporation. Amendments to the articles of incorporation may be proposed
only by a member and shall be submitted to the Board of Directors.
If the Board of Directors adopts a resolution finding that it is in the
best interests of the corporation to submit the proposed amendment to the
Conference, the Board shall submit it to a vote at a meeting of members.
2.
Amendments to the Bylaws. Amendments
to these bylaws may be proposed only by a member and shall be voted upon at
any meeting of the Conference.
3.
Notice. A copy of
any proposed amendment to the articles of incorporation or to these bylaws
shall be mailed to all members by the Secretariat at least 30 and not more
than 50 calendar days prior to the meeting at which it is to be voted upon.
The member or members sponsoring any such amendment shall mail a
signed, typewritten copy thereof to the Secretariat at least 42 calendar days
prior to the meeting.
4.
Action on Proposed Amendments. Approval
of amendments to the articles of incorporation or to these bylaws shall
require the vote of more than two-thirds of the persons present and eligible
to vote.
|
