Supreme Court of Guam resolves petition regarding Guam Bar Association bylaws
The Supreme Court of Guam issued an opinion resolving a petition filed by members of the Guam Bar Association in the case of In re Guam Bar Association, 2024 Guam 5. The petitioners asked the Supreme Court to modify or overrule five of the 31 amendments to the GBA bylaws passed by a majority of GBA members at a special election.
The five amendments petitioners challenged were Amendments 1 and 3, which would create a new membership class in the GBA; Amendment 6, which would add residency and durational requirements for individuals serving in GBA Board positions; Amendment 7, which would change how GBA financial statements are prepared; and Amendment 12, which would adopt a finality rule for GBA elections. The Supreme Court approved Amendment 6, modified Amendment 7, and disapproved Amendments 1, 3, and 12.
The court reiterated that there were no procedural flaws in the special election that would require it to overrule the results and that the uncontested amendments had been approved. The court then turned to the amendments it had not previously addressed. Amendment 1 would have created a new class of membership for temporary active attorneys within the GBA. The court this amendment, finding it was inconsistent with the GBA Rules because it “would create a third class of membership within the GBA of temporary active attorneys who would not have the same privileges as active members.” The Supreme Court also disapproved Amendment 3, concluding it was inconsistent with the GBA Rules because it “would continue to allow ‘temporary active’ members to count toward a quorum at a meeting but strip them of all other privileges.”
The Supreme Court approved Amendment 6, which adds a Guam residency requirement for all candidates for GBA board office and would specifically require that candidates for board president be active members of the Guam bar for a minimum of five years prior to nomination. The court concluded that Amendment 6 does not impact the constitutional right to travel, and because it is not inconsistent with the GBA Rules, Amendment 6 was approved. The court also approved, with modification, Amendment 7 regarding preparation of GBA financial statements.
Amendment 7 allows the GBA’s yearly financial statement to be prepared by a non-CPA if a CPA supervises the preparation. The court amended the language of Amendment 7 to clarify that the preparation of financial statements must be supervised by an independent CPA.
Finally, the Supreme Court disapproved Amendment 12, which the petitioners argued would create a “finality rule” for all elections other than those for the GBA Board of Governors. The GBA board claimed the amendment did not impose a finality rule or take any power of oversight away from the Supreme Court, and argued the amendment applied only to recounts. The court concluded that the language of Amendment 12 was not plainly limited to recounts because the amended language “All other elections other than the results for election to the board of governors shall be final and not subject to further challenge” appeared applicable to all elections other than for board positions. The court observed that the language in Amendment 12 seemed to undermine the Supreme Court’s authority to review changes to the bylaws, which would be inconsistent with GBA Rules and the court’s inherent power to govern the practice of law in Guam. The court disapproved Amendment 12, concluding it was ambiguous and not plainly limited to recounts.
For more information, contact Sarah Elmore-Hernandez at sehernandez@guamcourts.gov. (PR)
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