EVANSVILLE BAR ASSOCIATION BY-LAWS

EVANSVILLE BAR ASSOCIATION BY-LAWS ARTICLE I Name and Place SECTION 1: Name. The name of this Association is the Evansville Bar Association, Inc. SECTION 2: Place. The principal place of business of the Association is in Evansville, Vanderburgh County, Indiana. ARTICLE II Membership SECTION 1: Classes. There are four classes of membership in the Association as follows: (a) Full Attorney Members. Full members shall be those persons who request such membership and who either are licensed to practice law in any state under licenses which are in good standing without restriction or suspension, or have voluntarily sought and, if required, been granted inactive good standing or other, honorably retired or honorably non-practicing status by the licensing authorities of their states of licensure. (b) Non-resident Attorney Members. Non-resident members shall be those persons who request such membership and who are licensed to practice law in any state under licenses which are in good standing, without restriction or suspension, and who do not reside or have an office for the practice of law in Vanderburgh County, in the State of Indiana. A non-resident who otherwise meets the requirements of full membership may be a full member, if such person requests such membership and pays the dues prescribed from time to time, but a resident of Vanderburgh County, Indiana who otherwise meets the requirements of full membership may only be a full member of the Association. (c) Paralegal Associate Members. Paralegal associate members shall be those persons who apply for and are accepted for such membership, who qualify as a paralegal pursuant to the definition adopted by the Board of Directors of the Association, who agree to abide and be bound by the Code of Conduct for paralegals and other terms of membership as propounded by the Board of Directors of the Association, and who pay the dues prescribed from time to time. Paralegal associate members shall have all of the privileges and prerogatives of an active attorney member of the Association except that they may not vote, hold office, or serve in a voting capacity on any committee which binds the Association or its Board of Directors in any regard. At the request of the President or acting President of the Board of Directors of the Association one Paralegal associate members may be designated as a non-voting liaison to the Board of Directors, and may be requested to attend monthly meetings or other gatherings of the Board of Directors by the President or acting President. (d) Student Associate Members. Student Associate Members shall be those persons who apply for and are accepted for such membership, who are enrolled as a student in a law school, who agree to abide and be bound by the terms of membership as propounded by the Board of Directors of the Association, and who pay the dues prescribed from time to time. Student associate members shall have all of the privileges and prerogatives of an active attorney member

of the Association except that they may not vote, hold office, or serve in a voting capacity on any committee which binds the Association or its Board of Directors in any regard. SECTION 2: Rights, Preferences, Limitations and Restrictions of Classes. (a) No person shall become a member of any class of membership unless and until such person has paid the dues prescribed from time to time by the Board of Directors of the Association. (b) Former members, whether full, non-resident, or paralegal associate members, who seek reinstatement or readmission to membership in the Association shall apply as new members. (c) Acceptance of membership of the Association, in any class, constitutes acceptance by member of the Articles of Incorporation of the Association, the By-Laws of the Association and the regulations of the Association dealing with membership and professional courtesy, all as the same may be amended from time to time. Further, application for and acceptance of paralegal associate membership constitutes acceptance by the paralegal associate member of the Terms of Membership adopted and promulgated from time to time by the Board of Directors of the Association. SECTION 3: Voting rights of classes. Only full attorney members shall have voting rights. SECTION 4: Dues. (a) All members of the Association shall pay dues in an amount to be determined, from time to time, by the Board of Directors, and the amount of dues to be paid by each member shall be the same as the amount of dues to be paid by each other member in his or her class of membership; provided, however, that the Board of Directors may, in its discretion, suspend the payment of dues for any members on the basis of economic hardship of such member. (b) Delinquency of ninety (90) days in payment of dues shall terminate membership in the Association. The Board of Directors may from time to time make such other regulations with respect to the payment of dues, including delinquent dues, as it deems in the best interest of the Association. (c) Annual dues shall be payable on the first day of January, except that dues of persons becoming members after June 30 shall be payable immediately upon commencement of membership but shall be in an amount equal to one-half (½) of the annual dues. Members of the Association who have been newly admitted to the Bar shall be entitled to membership without payment of dues until the first day of January following one full calendar year from such admission. ARTICLE III Elections of Officers and Directors SECTION 1: Election. The election of Officers and Directors shall be by oral vote of members present and voting at the annual meeting of the Association; provided that any other method of voting may be permitted by a majority vote at the meeting. A majority of the votes cast shall be necessary for election. Voting by proxy shall not be permitted. 2

SECTION 2: Nominations. At least thirty (30) days before the annual meeting, the nominating committee shall submit to the Secretary a written report nominating candidates for the Officers and Directors to be elected at the annual meeting, and designating the office for which each candidate is nominated. Any five (5) members may nominate candidates for Officers and Directors by filing in writing with the Secretary not later than five (5) days before the annual meeting the names of such candidates and the office for which each candidate is nominated. Only candidates nominated by one of the above methods shall stand for election. SECTION 3: Assumption of Duties. The Officers and Directors shall qualify and enter upon their respective duties immediately upon their election. ARTICLE IV Meetings SECTION 1: Annual Meeting. The annual meeting of the Association shall be held on the first Monday of June, or on such other date later in June as the President shall select. At the meeting, election of Directors and Officers shall be held. Notice of such annual meeting shall be sent by the Secretary to the members of the Association by e-mail, or other customary method of communication, at least twenty (20) days before the time fixed for the meeting, and such notice shall include the report of the Nominating Committee. SECTION 2: Special Meetings. Special meetings may be called at any time by the President or by the Board of Directors and shall be called upon written request of ten (10) members of the Association. As such special meetings no business shall be transacted except as shall be specified in the call therefore. Notice of any such meeting shall be sent by the Secretary to the members of the Association by e-mail, or other customary method of communication, at least three (3) days before the time fixed for the meeting. ARTICLE V Officers and Directors SECTION 1: Directors. The Board of Directors shall manage the business and professional affairs of the Association. The number of Directors which shall constitute the whole Board of Directors shall be eighteen (18). The number of Directors may be increased or decreased from time to time by amendment of these By-Laws, but no decrease shall have the effect of shortening the term of any incumbent Director. SECTION 2: Officers. The Officers of the Association shall be: President; President-Elect; Vice President; Secretary/Treasurer. The Board of Directors shall consist of 18 members, four (4) of whom shall be the officers of the Association, one (1) of whom shall be a member of the Young Lawyers' Section, one (1) of whom shall hold judicial office at the time of election to the Board, one (1) of whom shall be a member who maintains a principal law office in a county other than Vanderburgh, one (1) of whom shall be designated by the President of the John L. Sanders Memorial-Evansville Bar Foundation, Inc., and ten (10) of whom shall be elected from the membership at large. SECTION 3: Terms. All officers, other than the President, shall be elected annually for a term of one (1) year. The President-Elect shall, upon the completion of service in that office, automatically become President of the Association and shall serve as President for a term of one (l) year. Five Directors shall be elected each year from the membership at large and shall serve for a term of two (2) years. Each Director elected to represent the judiciary, the Young Lawyers Section, the non-vanderburgh County position, or the John L. Sanders Memorial-Evansville Bar Foundation, Inc., shall serve for a term of one (1) year. There shall be no restriction on any Director succeeding him/herself as a Director. 3

SECTION 4: Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of any business except the filling of vacancies. If less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. SECTION 5: Monthly Meetings of Board. The Board of Directors shall meet at least once monthly and for such other special meetings as may be called by the President. The first meeting of the Board of Directors after the annual meeting of the membership shall be deemed to be the annual meeting of the Board of Directors. SECTION 6: Special Meetings. Special meetings of the Board of Directors may be called by the President. The Secretary/Treasurer shall call a special meeting of the Board of Directors when requested to do so by any three (3) Directors. Notice of such meetings may be verbal or written. SECTION 7: Majority to Act. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Articles of Incorporation of the Association or these By-Laws. SECTION 8: Vacancies. All vacancies occurring in the Board of Directors and in the Officers with the exception of the Office of President shall be filled by a majority vote of the remaining Directors at the first regular meeting of the Board after such vacancy occurs and such Officer or Director shall serve out the balance of the term. A quorum for filling vacancies shall be a majority of the remaining Board. SECTION 9: No Compensation. None of the Officers or Directors shall receive compensation for their services as an Officer or Director; however, the Board of Directors shall employ an Executive Director and such clerical help as may be necessary to carry on the work of the Association subject to control of the Board of Directors. Nothing shall prohibit the Board of Directors from employing any Officer or Director to render professional services on behalf of the Association. SECTION 10: President. The President shall be the Chief Executive Officer of the Association, shall preside at all meetings of the Association and Directors, appoint all committee chairmen, shall designate a member of the Board of Directors of the Association to serve as a member of the Board of Directors of the John L. Sanders Memorial-Evansville Bar Foundation, and perform such other duties as are specifically required by these By-Laws or by resolution of the Board of Directors. The President shall serve as the spokesman for the Association. SECTION 11: President-Elect. The President-Elect shall automatically become the President of the Association upon the expiration of the term as President-Elect. In the absence of the President or in the case of vacancy in the office of President, the President-Elect shall discharge the duties of the President. The President-Elect shall be responsible for coordinating membership activities, membership meetings and membership recruitment. The President-Elect shall serve as Chair of the EBA Editorial Board. SECTION 12: Vice President. The Vice President shall, in the absence of both the President and President-Elect, preside at all meetings and shall perform such duties as are prescribed by the Board of Directors. The Vice-President shall, as a representative of the Association, serve as a member of the board of directors of the Vanderburgh County Law Library Foundation. The Vice President shall be responsible for coordinating all promotions and sponsorships for the Association. The Vice President shall be responsible for coordinating attorney memorial services. The Vice President shall serve as Vice- Chair of the EBA Editorial Board. 4

SECTION 13: Secretary/Treasurer. The Secretary/Treasurer shall keep all records, documents, books, archives and accounts of the Association and shall record all minutes of meetings of members and Directors of the Association. The Secretary/Treasurer shall keep and call the role of members and Officers under the direction of the President, shall issue all notices, conduct all correspondence relating to the business of the Association, and record all such acts in the records of the Association. The Secretary/Treasurer shall collect all dues and money due the Association, shall be the custodian thereof and shall disburse all funds of the Association under regulations prescribed by and subject to the approval of the Directors or members of the Association. The Secretary/Treasurer shall keep the accounts of the Association, showing all receipts and expenditures, and shall submit a written statement thereof to the Board of Directors at each regular meeting, and shall submit a written statement thereof to the membership annually at the expiration of the fiscal year. Additionally, the Secretary/Treasurer shall submit written or oral statements thereof as may be requested by the Board of Directors. The Secretary/Treasurer shall also oversee any Pro Bono Committees and activities undertaken by the Association, shall coordinate monthly publications and shall be responsible for all member communications. The Secretary/Treasurer shall, as a representative of the Association, serve as a member of the board of directors of the Vanderburgh County Law Library Foundation and the Volunteer Lawyer Program of Southwestern Indiana. SECTION 14: Association Records. All records, documents, books, archives and accounts of the Association shall be open to the inspection of the Officers and members at all reasonable times, and its Officers shall perform such ministerial duties as usually pertain to their respective offices, not specifically assigned to them by the By-Laws or by resolution of the Board of Directors. SECTION 15: Removal from Office. Any Officer or Director may be removed from office if the Board of Directors, upon a two-thirds (2/3) vote of all members of the Board of Directors, determines that such removal is in the best interest of the Association. SECTION 16: Rights to Indemnification and Advancement of Expenses. (a) The Association shall indemnify as a matter of right every person made a party to a proceeding because such person is or was (i) (ii) (iii) an Officer of the Association, or a member of the Board of Directors of the Association, or while a Director or Officer of the Association, serving at the Association s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not (each an Indemnitee ), against all liability incurred by such person in connection with the proceeding provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in this Section and in the Indiana Nonprofit Corporations Act (IC 23-27-1-1 et seq.) (hereafter the Act). The Association shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The Association shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph. 5

(b) Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Association shall expeditiously determine whether the person is entitled thereto in accordance with this Section and the procedures specified in the Act. (c) The indemnification provided under this Section shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Section. (d) It is the intent of this Section to provide indemnification to Directors and Officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Section. Nothing contained in this Section shall limit or preclude the exercise of, or be deemed exclusive of, any right under the law, by contract or otherwise, relating to indemnification of our advancement of expenses to any person who is or was a Director, Officer, employee, or agent of the Association, or the ability of the Association to otherwise indemnify or advance expenses to any such individual. (e) Notwithstanding any other provision of this Section, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the Association to the benefit of any private shareholder or individual, within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or similar provisions of any subsequent federal tax laws. The provisions of, and the rights and obligations created by, this Section shall not give rise or be deemed to give rise to compensation as described in IC 34-6-2-28. (f) Definitions: For purposes of this Section: (i) A person is considered to be serving an employee benefit plan at the Association s request if the person s duties to the Association also impose duties on, or otherwise involve services by the person to the plan, to the participants in the plan, or to the beneficiaries of the plan. (ii) The estate or personal representative of a person entitled to indemnification or advancement of expenses shall be entitled hereunder to indemnification and advancement of expenses to the same extent as the person. (iii) The term expenses includes all direct and indirect costs (including without limitation counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements of out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement, or appeal of a proceeding or establishing or enforcing a right to indemnification under this Section, applicable law or otherwise. (iv) The term liability means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to any employee benefit plan), or reasonable expenses incurred with respect to a proceeding. The term party includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. (v) The term proceeding means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. 6

ARTICLE VI Committees SECTION 1: Executive Committee. (a) The Executive Committee shall consist of the President, President-Elect, Vice President, Secretary/Treasurer. (b) The Executive Director shall be ex-officio a member of all committees and shall answer to the President of the Board of Directors. (c) The President may call the Executive Committee into session to transact and plan necessary business between meetings of the Board of Directors. SECTION 2: Standing Committees. (a) There shall be such standing committees as are deemed necessary to carry out the purpose of the Association. (b) Standing committees shall be created by the Board of Directors. (c) On or before June 30 of each succeeding year, the President and President Elect shall appoint, with the approval of the Board of Directors, the Vice Chairperson of all standing committees. The terms of the Chairperson and Vice Chairperson shall be one (1) year, running from annual meeting to annual meeting. Absent Board approval, nno person shall serve two consecutive full terms as Chairperson or Vice Chairperson of the same committee. The Vice Chairperson of each committee shall succeed to the Chairperson of such committee in the next succeeding year. In the event of the death or resignation of any Chairperson, the Vice Chairperson shall assume the position of Chairperson and serve out the then remaining term of the vacated Chair, plus his or her own succeeding term. The President and President-Elect, with the approval of the Board of Directors, shall fill any vacancy created by the death or resignation of any Vice Chairperson with such appointed person serving out the then remaining term of the vacated position, and his or her succeeding term. The Chairperson, with the approval of the President, shall appoint the members of the Committee. (d) The President and President-Elect shall review the purpose and necessity of each standing committee prior to the annual meeting. (e) All committee plans of work shall be approved by the Board of Directors before such plans are executed. SECTION 3: Nominating Committee. This committee shall be an ad hoc committee to serve for one (l) year only. It shall consist of a minimum of seven (7) members to be appointed by the then current President of the Association without the approval of the Board of Directors and shall be appointed not less than thirty (30) days before the annual meeting of the Association. It shall be composed of the current President, the President-Elect, the Vice President, the Secretary/Treasurer, the Young Lawyer Representative to the Board of Directors, and two (2) other appointees at large who shall be selected by the then current President of the Association. 7

SECTION 4: Audit Committee. In order to provide appropriate levels of oversight and protection for the funds under the control of the Association, the President may appoint an Audit Committee comprised of the Secretary/Treasurer and two (2) other members of the Board of Directors designated by the President. If so appointed, the Audit Committee shall review the financial operations of the Association each year,. The Audit Committee shall report on its annual review at the April Meeting of the Board of Directors and shall make this information available to any outside auditing body, should such be utilized. ARTICLE VII Legal Interest Sections SECTION 1. Purpose. Sections may be established for the purposes of: (a) sharing and promoting among the Members knowledge of substantive areas of law, primarily through the presentation of Continuing Legal Education programs for its members; (b) addressing the concerns and promoting the interests of Members relative to the practice of law, and (c) promoting and elevating communications among section members. SECTION 2: Goals. The goals of the Sections shall be to: (a) provide a forum for an exchange of information and opinion, including continuing legal education, (b) promote civility, (c) seek out opportunities of special interest to Section Members, (d) recognize the accomplishments of individuals, groups and Association. SECTION 3. Membership. Any member of the Association may become a member of one or more Sections upon application and payment of the applicable dues. All members of Section must be members of the Association. SECTION 4. Governance of Sections. Each Section shall have a Planning Committee which shall consist of, at a minimum, the section Chair, Vice-Chair and EBA Board Liaison each of whom shall be appointed for a one year term by the Board of Directors of the Association. The Section s Planning Committee shall be responsible for coordinating meetings and activities designed to achieve the goals of the Section. The Chair of each Section shall serve as an ad-hoc, non-voting member of the Board of Directors of the Association. The Section Chair shall appoint a Section member to represent the section on the EBA CLE Committee. SECTION 5. Duties of the Members of a Section s Planning Committee. (a) Chair. The Chair shall: (a) preside at all Section meetings, (b) oversee the planning and presentation of all CLE programs, (c) prepare and present such reports of the Section s activity as may be requested by the Board of Directors of the Association, and (d) coordinate all fund disbursements with the Association, upon proper authorization of the Board of Directors of the Association. (b) Vice Chair. The Vice Chair shall become the Chair of the Section upon the expiration of the term of the Chair. During his or her term as Vice Chair, the Vice Chair shall: (a) perform the duties of the Chair during any absence or disability of the Chair, and (b) serve as the Communications Coordinator by keeping minutes of the meetings, notifying Section members of upcoming meetings and activities, either directly or through the Association staff, and, periodically submitting information about the Section to be sent to the Section Members, posted on the Section Page on the EBA website, and/or included in the Association newsletter. (c) Additional Appointments: Without approval from the Board of Directors of the Association, the Planning Committee of a Section may, but is not obligated to, appoint Section 8

Members to serve the Section in positions in addition to those set forth above. Examples of additional positions would be: Communications Coordinator, Events Coordinator, CLE Coordinator, and Legislative Awareness Coordinator. SECTION 6. Dues. The Association shall assess dues from those who wish to participate in a Section. The amount of the dues shall be established by the Board of Directors of the Association, and may be changed from time to time in the discretion of the Board of Directors of the Association. SECTION 7. Financial Support of Section Activities. The Board of Directors of the Association shall establish a budget for each Section, based on financial information submitted by the Section s Governing Board. Sections may expend funds budgeted to the Section without specific approval of the Board of Directors of the Association; provided, however, that all expenditures must be made in accordance with the Expenditure Policy of the Association. Sections shall not maintain their own bank accounts; rather, the Governing Board of a Section shall apply to the Board of Directors of the Association for disbursements of funds budgeted in respect of the Section, as the Board of Directors of the Association shall have the ultimate authority with respect to the disbursement of funds for Sections and Section activities. SECTION 8. Printing and Publications. All publications for or in respect of the Section or the Association shall be done under the supervision or with the prior approval of the Executive Director of the Association; provided, however, that the foregoing shall not apply to meeting minutes or notices about Section meetings and activities. SECTION 9. Creation and Abolishment of Sections. A Section may be created by the Board of Directors of the Association, in its sole discretion, upon petition signed by ten (10) or more members of the Association and expressing a willingness to serve. A Section may be abolished at anytime by a majority vote of the Board of Directors of the Association. SECTION 10. Sections Subject to Governing Documents and Policies of the Association. At all times, every Section shall be subject to the By-laws, policies and procedures of the Association, as the same may be amended from time to time. ARTICLE VIII Expenditures and Appropriations Neither the Treasurer nor any other member of the Association is authorized to make any expenditure of funds of the Association without the approval of the Board of Directors. All payments shall be made by check. There shall be no additional appropriation of money outside the budget, or a disposal of property, without a two-thirds (2/3) vote of the members present at any meeting of the Board of Directors. ARTICLE IX Parliamentary Authority Unless otherwise provided in these By-Laws, the rules of parliamentary procedure, as defined in Robert's Rules of Order shall govern all meeting of members, directors, committees and sections. ARTICLE X Code of Ethics The Code of Professional Responsibility as adopted by the Indiana Supreme Court shall be the Code of Professional Ethics of this Association. 9

ARTICLE XI Conflicts of Interest The Officers and Directors of the Evansville Bar Association shall avoid conflicts of interest. In professional undertakings and work involving the Association, Officers and Directors must avoid the appearance, as well as the fact, of a conflict of interest. The Board shall adopt a Conflict of Interest Policy on or before September 1 of each calendar year. In the event that the Board does not adopt a policy in a given year, then the policy previously adopted shall remain in effect until such time that a new policy is adopted. ARTICLE XII Amendments These By-Laws may be amended at any meeting of the Board of Directors of the Association by the affirmative vote of two-thirds (2/3) of the membership of the Board; provided, that written notice, containing any proposed amendment, shall be filed and read at the last meeting previous to the meeting at which a vote shall be taken upon such amendment. 10

ADOPTED: The fourteenth day of January, 1993. Wayne Trockman, Secretary Diane Bender, President AMENDED: The ninth day of December, 1999. D. Timothy Born, Secretary Paul E. Black, President AMENDED: The thirteenth day of December, 2001. Dirck H. Stahl, Secretary Rebecca Kasha, President Amended the fourteenth day of April, 2005 Dan Carwile, Secretary, Treasurer Brian P. Williams, President Amended the day of January, 2007. Shawn Sullivan, Secretary, Treasurer Shannon S. Frank, President 11

Amended the 11 th day of September, 2008. Todd Glass, Secretary, Treasurer _ Cathy Nestrick, President Amended the 9 th day of July, 2009 Doug Briody, Secretary, Treasurer Shawn Sullivan, President Amended the 9th day of November, 2010 Scott Wylie, Secretary/Treasurer Krista Lockyear, President Amended the 10th day of May, 2012 Laura Scott, Secretary/Treasurer Todd Glass, President 12