Article IV - Board of Governors

As amended through May 30, 2024

Section 1. Duties and Responsibilities.

The Board of Governors is the governing body of the Alaska Bar Association and is vested with power and authority including, but not limited to, adopting regulations and policies concerning the activities, affairs, and organization of the Alaska Bar, and collecting and disbursing all monies of the organization, subject only to any limitation imposed by the Act and the Bar Rules.

Section 2. Membership.

The Board of Governors of the Alaska Bar Association consists of 12 governors. Nine governors shall be active members of the Bar elected by the active membership of the Association in accordance with provisions of the Act and these Bylaws. Three governors shall be non-attorneys appointed by the Governor of the State, subject to legislative confirmation in accordance with provisions of the Act.

Section 3. Term of Office and Succession.

Elected members of the Board shall take office at the close of the annual business meeting of the Association held immediately following their election. The term of office is three years. The terms of appointed members shall be as provided by the Act. Governors may succeed themselves in office.

Section 4. Oath of Office.

Prior to assuming the duties and responsibilities of a Board member, the newly elected or appointed governor must complete an Oath of Office. Each governor's Oath of Office, or a copy of it, shall be maintained in a file in the Association's office during that governor's term.

Section 5. Removal.

Upon a petition signed by 25 percent of the members of any District for the recall of any governor elected from that District, or in the case of the governor-at-large, a petition signed by 25 percent of the members of the Association, the Executive Director shall immediately serve notice on the governor of the filing of the petition, and if he or she does not resign within 10 days from the date of service, the Executive Director shall mail ballots to each member of the Alaska Bar entitled to vote, submitting the question of whether the elected governor shall be recalled. Any recall vote shall be conducted in accordance with Article VI of these Bylaws.

Section 6. Resignation.

A governor may resign from his or her position. The resignation shall be in writing to the President or, if an appointed member of the Board, to the governor of the State and the Bar President.

Section 7. Vacancy.

As provided in AS 08.08.070, a vacancy on the Board of Governors from among the elected members shall be filled by appointment by a majority vote of the Board, and a vacancy from among the appointed members shall be filled by the governor of the State.

Section 8. Board Meetings.

(a)Regular Meetings. The regular meetings of the Board whether by physical assembly of the Board or by electronic conference shall be held within the State at the times and places designated by the President. Upon assumption of office, the President shall promptly schedule at least four regular meetings during the year of his or her term. These meeting dates may be changed as circumstances require. The schedule of the Board's regular meetings shall be published electronically on the State of Alaska's Online Public Notice System and on the Alaska Bar's website at least 30 days prior to each regularly scheduled meeting. Timely notice and the tentative agenda of each Board meeting shall be sent electronically to the officers of the Alaska Bar Association, to the members of the Board of Governors, and to the presidents of all local bar associations.

(b)Emergency Meetings. Emergency meetings are defined as those meetings held at times other than regular meetings whether by physical assembly of the Board or by electronic conference. The President or three governors may call emergency meetings of the Board of Governors. At an emergency meeting, the Board may consider only those matters that are specifically set forth in the call of the meeting. Electronic notice of the emergency meeting call shall be given to each governor, unless waived by him or her, as soon as reasonably practicable before the date fixed for the emergency meeting. Public notice of the emergency meeting shall be published electronically on the State of Alaska's Online Public Notice system and on the Alaska Bar's website as soon as reasonably practicable prior to the date of the emergency meeting.

(c)Minutes and Public Attendance. All meetings of the Board shall be open to the public, except that the Board shall meet in executive session when considering the following matters: personnel matters of the Association; litigation or other proceedings in which the Association is interested or a party; the admission of applicants to membership in the Association; Board deliberations on disciplinary and disability matters of the Association; and those other matters that are considered confidential under Part III of the Rules. After approval by the Board, minutes of all public meetings shall be available to members of the Association and to the public.

Section 9. Quorum.

Seven members of the Board constitutes a quorum at any meeting.

Section 10. Action of Board Without Assembling [Rescinded] .

Section 11. Finances.

(a)Disbursement Authority. Any member of the Board so designated, or the Executive Director, shall sign checks for disbursements by the Alaska Bar from its funds. The Executive Director's authority to sign checks is limited by the Board's Standing Policies.

(b)Line-Item Budget. The Board annually shall adopt a line-item budget. The budget shall be published and made available to all members of the Association no later than 30 days before the beginning of the new fiscal year. The Association's fiscal year is the calendar year.

(c)Regular Financial Statements. The Executive Director shall submit a financial statement at each regular meeting of the Board.

Section 12. Audits. The books and accounts of the Association shall be maintained and audited in accordance with generally accepted standards of accounting. An audit by an independent audit firm shall take place at the close of each fiscal year, and the report shall be made available to the membership no fewer than ten days prior to each annual business meeting.

Section 13. Referendum to Membership. Whenever the Board of Governors is required to take a referendum, or whenever the Board orders a question referred to a vote of the active membership of the Alaska Bar in good standing, a questionnaire shall be prepared containing the matters upon which the vote is to be taken. The questionnaire shall be submitted to each active member in a form that allows the member to vote on it and return it to the Board. Whenever any referendum is taken, the question so referred shall not again be referred before the next annual business meeting of the Alaska Bar. Any question submitted to the members shall be prepared in accordance with the forms and procedures set forth in the Board's Standing Policies.

Section 14. Proxy Votes. A Board member may not vote by proxy.