American Counsel Association By-Laws

This Corporation shall be known by the name of the AMERICAN COUNSEL ASSOCIATION.  The Corporation may have an office at such place as the members may from time to time appoint or as the business of the Association may require.

The Association shall have a corporate seal bearing the name of the Association, and such other device or inscription as the members may determine.  The Board may change the form of the seal or the inscription thereon.

 

Section 1.  The Annual Meeting.  The annual meeting of the members shall be held each year in the city and state where the American Bar Association holds its annual meeting. The time and place of the annual meeting of the members in such city and state shall be fixed by the Board of Directors, in consultation with the President and the other officers of the Association. Alternatively, in the event the American Bar Association determines to hold its annual meeting by means of remote communication, the Board of Directors may, in its sole discretion, determine that the annual meeting of the members shall be held by means of remote communication as authorized by paragraph (a)(2) of Section 211 of the General Corporation Law of the State of Delaware.  Written notice of the place, if any, date, and hour of the meeting of members, and the means of remote communication, if any, by which members may be deemed to be present in person and vote at such meeting, shall be given by mail, facsimile transmission or e-mail to the members by the Secretary-Treasurer at least thirty (30) days before the time and place, if any, so fixed.

 

Section 2.  Special Meetings.  Special meetings of the members may be called by the President, and shall be called by the President or Secretary-Treasurer at the request in writing of any two (2) members of the Board of Directors, or at the request in writing of twenty-five (25) members, which request shall in each case state the purpose of the meeting. The time and place of any special meeting of the members shall be fixed by the Board of Directors, in consultation with the President and the other officers of the Association. Alternatively, the Board of Directors may, in its sole discretion, determine that the special meeting of the members shall be held by means of remote communication as authorized by paragraph (a)(2) of Section 211 of the General Corporation Law of the State of Delaware.  Written notice of the place, if any, date, and hour of the meeting of members, the purpose of the meeting, and the means of remote communication, if any, by which members may be deemed to be present in person and vote at the meeting, shall be given by mail, facsimile transmission or e-mail to the members by the Secretary-Treasurer at least thirty (30) days before the time and place, if any, so fixed.

Section 1.  Elections.  The officers of the Association shall be a President, a President-Elect, a Vice President, and a Secretary-Treasurer.  Officers shall be elected at the annual meeting.  The President-Elect will become President at the conclusion of the annual meeting following his/her term as President-Elect.  In like manner, the Vice-President will become President-Elect at the conclusion of the annual meeting following his/her term as Vice-President. 

 

Section 2.  Term and Compensation.  The officers of the Association shall hold office for the term of one (1) year and until their successors are chosen and qualified.  All officers shall serve without compensation.

 

Section 3.  Removal of Officer.  Any officer of the Association may be removed from his/her respective office by a two-thirds (2/3) vote of the Directors at any regular or special meeting provided at least ten (10) days written notice of the action contemplated shall have been given each Director by the Secretary-Treasurer.  An officer shall be deemed removed for non-payment of dues.

Section 1.  President.  The President shall be  a member of the Board of Directors and all committees and shall preside at meetings of the Board of Directors and at all regular and special meetings of the Association.  He/she may call special or other meetings of the members and of the Board of Directors.  Not later than thirty (30) days after his/her election, the President shall appoint the Membership Committee and shall appoint such standing committees, except the Executive Committee, as may be created by the Board of Directors and such special committees as may be required during his/her term of office.  He/she shall confer with the President-Elect and the Vice-President to best ensure orderly leadership succession in connection with the standing and special committees.  He/she shall be the official spokesperson for the Association and its executive office and shall be vested with full power to exercise whatever functions may be necessary or incident to the exercise of any power bestowed on him/her by the Board of Directors not inconsistent with the charter or these By-Laws.

 

Section 2.  President-Elect.  The President-Elect shall be  a member of the Board of Directors and all committees.  It shall be the duty of the President-Elect to render every assistance and cooperation to the President.  During any disability of the President, the President-Elect shall perform his/her duties.  In the event the office of President becomes vacant for whatever cause or reason, the President-Elect shall become President.  The President-Elect shall have such other duties as may be assigned to him/her by the Board of Directors.

 

Section 3.  Vice-President. The Vice-President shall be  a member of the Board of Directors and all committees.  It shall be the duty of the Vice-President to render every assistance and cooperation to the President and the President-Elect. During any disability of the President-Elect, the Vice-President shall perform his/her duties.  In the event the office of President-Elect becomes vacant for whatever cause or reason, the Vice-President shall become President-Elect.  The Vice-President shall have such other duties as may be assigned to him/her by the Board of Directors.

Section 1.  The Secretary-Treasurer shall be  a member of the Board of Directors and shall have charge of the books, papers, monies of the Association, and, subject to the discretion of the Board of Directors, shall attend to and manage its financial affairs.  He/she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name and to the credit of the Association.

 

He/she shall disburse the funds of the Association by check or otherwise, taking proper vouchers for such disbursements, and shall render to the Board of Directors, annually, or more frequent­ly if required by the Board of Directors, an account of all his/her transactions as Secretary-Treasurer and of the financial condition of the Association. 

 

Section 2.  The Secretary-Treasurer shall also perform the usual duties of a secretary to a corporation and he/she shall attend all meetings of the members and Board of Directors, and shall keep a record of the votes and of all business transacted at or during said meetings.  The records of such meetings will be kept at such place as the Board of Directors may from time to time determine.  The Secretary-Treasurer shall perform such other duties as may be required by the President or the Board of Directors.

Section 1.  Number and Election.  The Board of Directors shall consist of  fifteen (15) members divided into three (3) classes of five (5) members each having staggered three (3) year terms.  At each annual meeting of the Association, five (5) members shall be elected to the Board for a three (3) year term.  The Immediate Past President and his/her predecessor shall be ex officio members of the Board.

 

Section 2.  Re-election.  A Board member may serve two full terms in succession but shall not be eligible for re-election to the Board until after one (1) year from the expiration of his/her second full term as a member of the Board.

 

Section 3.  Meetings.  The Board of Directors shall meet annually at the same place designated for the annual meeting of the Association and at such other times and places, including by remote participation, as it may determine.  The President may call meetings of the Board of Directors at such times and in such places as he/she may deem expedient, and shall call a meeting of the Board when requested in writing by a majority of the Board, and if he/she neglects or refuses to call such meeting, a majority of the Board of Directors may call it.  A written notice of all meetings of the Board of Directors, signed by the President or by a majority of the Board of Directors or at his/her or their request, by the Secretary-Treasurer, shall be personally delivered to each Board member of forwarded by mail, facsimile transmission or e-mail, to him/her at his/her last known residence or place of business, at least ten (10) days prior to the time of such meeting.  Waiver of such notice may be made over the signature of each member of the Board.  One-third (1/3) of the members of the Board shall constitute a quorum.  Meetings may be held in-person, telephonically, or by other electronic means through which the participants are able to communicate with one another contemporaneously.

 

 

It shall be a qualification for service as a director not to fail to attend more than two (2) consecutive Board meetings, without excuse, during such director’s term.  If a director fails to attend three (3) consecutive Board meetings, without excuse, during such director’s term, the director shall thereupon be disqualified to serve as a director and his/her term as a director shall cease.  As used in the foregoing, “without excuse” means that such director’s failure to attend a meeting is not excused by the President.

 

It also shall be a qualification for service as a director that the director shall be, and remain, current in his or her payment of dues.

 

Section 4.  Powers.

 

     (a) The Board of Directors shall have the management of all property, business and affairs of the Association except as otherwise provided in these By-Laws.

 

     (b) The Board of Directors shall have the right to censure, suspend, expel, call for the resignation of, or otherwise discipline any member, provided that before any such action shall be taken he/she shall have the right to be heard by the Board.

 

(c) the Board of Directors may, by resolution, designate one of its members to serve on an Executive Committee.  The other members of the Executive Committee shall include the President, the President-Elect, the Vice-President, the Secretary-Treasurer, and the Immediate Past President.  Said Committee may meet at stated times, or on notice to all by any of their own number.  During intervals between meetings of the Board, such Committee shall act in all matters concerning the Association’s interests and the management of its affairs and generally perform such duties and exercise such power as may from time to time be directed or delegated by the Board of Directors.  The Executive Committee shall keep minutes of its proceedings and report the same to the Board.

 

Section 5.  Procedure.  The Board of Directors may adopt any method of procedure for the performance of their duties, including delegation of duties, or otherwise, which it believe to be for the best interests of the Association.

 

Section 6.  Vacancies.  Any vacancies for whatever cause or reason that may occur on the Board of Directors or in the office of President-Elect, Treasurer, Secretary, may be filled by a majority vote of the Board of Directors.  Any Board member or officer so elected shall serve for the unexpired term of his/her predecessor except that the President-Elect so elected shall become President at the conclusion of the term as President-Elect.

Every active member who is present at the meeting of the Association shall have one vote on any matter submitted to the members.

 

At any meeting of the Association those present shall constitute a quorum for the transaction of business.

There shall be three (3) classes of membership, namely:  active, honorary, and international with eligibility as hereinafter provided.

 

 

 

Section 1.  Active Members.  Any attorney in active law practice in good standing at the bar of the court of last resort of a state, territory or possession of the United States of America or of the District of Columbia shall be eligible to membership in this Association if approved by the Membership Committee.

 

Section 2.  Honorary Members.  Persons of distinction and eminence who have rendered outstanding service to the Association or to the profession or who have withdrawn from active practice by reason of elevation to the judiciary or other positions of distinction may be elected to honorary membership in the same manner as provided for active members.  Honorary members shall have the same privileges and benefits of active or international members, except they shall not be required to pay dues.

 

Section 3.  International Members.  Any attorney in active law practice in good standing at the bar of the court of last resort of a province of the Dominion of Canada or of any other nation or jurisdiction, shall be eligible to membership in this Association if approved by the Membership Committee.

 

Section 4.  Annual Dues. 

 

(a) Membership dues shall be determined from time to time by the Board of Directors, such dues to be payable in advance and to be uniform except where there is more than one membership in any firm.  In such case, the dues for such additional members shall be half the primary dues.  Recipients of Association scholarships shall be admitted at no dues while students and then at half-dues for the five (5) years succeeding graduation.

 

(b) The Secretary-Treasurer shall send by mail, facsimile transmission or e-mail a statement of dues to each member on or before July 1st of each year.  On the succeeding September 1st and December 1st the Secretary-Treasurer shall send by mail, facsimile transmission or e-mail duplicate statements of dues to those whose dues remain unpaid upon those dates.  The Membership of any Member who has not paid their dues by January 15th shall be subject to termination as determined by the Officers after consultation with the Membership Committee.

 

The Membership Committee may reinstate any former member.

This Committee shall be appointed by the President and shall include, in addition, ex-officio, the President, the President-Elect, the Vice-President and the Secretary-Treasurer.  The Committee shall consider and pass upon all matters pertaining to the election of members and may make recommenda­tions to the Board of Directors relative to the location of, the number, the method of selection of all members and the termina­tion of the membership of any member and the amount of dues to be paid by any member or members.

This Committee shall consist of four to seven members appointed by the President. The Committee shall select candidates  for the awarding of scholarships by the Association to law students who have demonstrated aptitude, achievement, public service, financial need, and commitment to the study of law and the legal profession.

 

            Scholarships pursuant to bequests to the Association for such purpose, such as the Lowell Jacobson Foundation Scholarship, shall be awarded in accordance with the terms of the bequests. 

 

In addition, each year the Association shall award one or more scholarships to law students to be paid out of the Association’s general funds  as solely determined by the Board of Directors.

    

            The Scholarship Committee shall propose for board approval a rotation of geographic areas within the United States and elsewhere from which the candidates are to be selected. The Committee may contact deans of law schools, active members of the Association, or other sources at its discretion in order to solicit nominees meeting the criteria for selection for each of these awards. 

 

            The amount to be awarded to each candidate shall be determined no later than January 1 of each year by the Board of Directors.  The Scholarship Committee shall select one recipient for each scholarship to be announced each year at the Annual Meeting of the American Counsel Association and presented to the selected students during the Annual Meeting (or at such other time that may be beneficial to the students).  Every effort shall be made to ensure that any scholarship is in an amount of at least $5,000.

This Committee shall consist of not fewer than five (5) members who shall be appointed by the President at least thirty (30) days before the annual meeting.  The Committee shall report at the annual meeting its nominations for President-Elect, Vice-President, Secre­tary-Treasurer, and members of the Board of Directors.  Other nominations in writing may in like manner be made for any such offices by not fewer than five (5) members of the Association.

These By-Laws may be altered, amended or repealed by majority vote of the Directors present at any duly called meeting of the Board where a quorum is present or by vote of two thirds (2/3) of the members present at any meeting of members if notice thereof is contained in the call for such meeting, but no change shall be made at any meeting unless twenty-five (25) members are present in person.