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Governance > Bylaws

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Foreword
Article I: Name, Location and Seal
Article II: Meetings and Members
Article III: Officers
Article IV: Duties of President and President-Elect
Article V: Duties of the Secretary-Treasurer
Article VI: Directors
Article VII: Voting
Article VIII: Classes of Membership
Article IX: Committee on Admissions
Article X: Committee on Scholarships
Article XI: Committee on Nominations
Article XII: Amendment, Change or Repeal


Foreword

The objects and purposes of this Corporation are: To establish and maintain an organization of lawyers experienced in the practice of law and united in fellowship and effort, thereby to improve and enhance standards of practice, the administration of justice and the discharge of the responsibilities of the profession.

To encourage and assist law students in preparing, qualifying and establishing themselves in the practice of law.

To promote or assist programs designed to inculcate in law students the principles of professional responsibility and service to the profession and to the public.

To promote or assist programs of continuing legal education for active practitioners.

To promote programs designed to draw together in cordial fellowship all members of this association.


ARTICLE I.

Name, Location and Seal

This Corporation shall be known by the name of 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 members may change the form of the seal or the inscription thereon at pleasure.



ARTICLE II.

Meetings and Members

Section 1. The Annual Meeting. The annual meeting 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 in such city and state shall be fixed by the President, in consultation with the officers of the Association, and written notice thereof shall be given members by the Secretary-Treasurer at least thirty (30) days before the time and place 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) of the Board of Directors, or at the request in writing of twenty-five (25) members; said application to state the time, place and purpose of the meeting.

All special meetings of the members shall be called by a written notice stating the place, day, hour and matters contemplated to be brought before the meeting, which shall be given by the Secretary-Treasurer at least ten (10) days before such meeting to each member.



ARTICLE III.

Officers

Section 1. Elections. The officers of the Association shall be a President, a President-Elect, 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 term as President-Elect. At succeeding annual meetings a President-Elect shall be elected who will become President at the conclusion of the annual meeting following his term as President-Elect.

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 except the Secretary-Treasurer whose compensation shall be determined by the Board of Directors.

Section 3. Removal of Officer. Any officer of the Association may be removed from his 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.



ARTICLE IV.

Duties of President and President-Elect

Section 1. President. The President shall be ex-officio 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 may call special or other meetings of the members and of the Board of Directors. Not later than thirty (30) days after the commencement of his term of office, the President shall appoint the Committee on Admissions 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. He shall be the official spokesman 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 by the Board of Directors not inconsistent with the charter or these By-Laws.

Section 2. President-Elect. The President-Elect shall be ex-officio 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 or during any absence of the President from the territory comprising the United States and Canada, the President-Elect shall perform his 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 by the Board of Directors.



ARTICLE V.

Duties of the Secretary-Treasurer

Section 1. The Secretary-Treasurer shall be ex-officio 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 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 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 Executive Committee, an account of all his transactions as Secretary-Treasurer and of the financial condition of the Association. The Secretary-Treasurer, when thereto required by the Board of Directors, shall give a bond for the faithful discharge of his duties in such sum as the Board of Directors from time to time require.

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



ARTICLE VI.

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 and members shall also be elected to fill any vacancies in classes having unexpired terms.

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 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 as it may determine. The President may call meetings of the Board of Directors at such time sand in such places as he may deem expedient, and shall call a meeting of the Board when requested in writing by a majority of said Board, and if he 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 or their request, by the Secretary-Treasurer, shall be personally delivered to each Board member of forwarded by mail, or facsimile transmission, to him at his 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.

If a member of the Board of Directors shall fail to attend the first two annual meetings of the Board held during his term, then his office shall be declared to be vacant and a successor director for his unexpired term shall be elected by the Board as hereinafter provided.

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 shall have the right to be heard by the Board.

(c) the Board of Directors may, by resolution, designate three or more of their members to constitute an Executive Committee. Said Committee may meet at stated times, or on notice to all by any of their own number. During intervals between meeting of the Board, such Committee shall advise with and aid the officers of the Association in all matters concerning its 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 Board may delegate to such Committee authority to exercise all the powers of the Board of Directors while the Board is not in session. 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 predecessor except that the President-Elect so elected shall become President at the conclusion of the term as President-Elect.



ARTICLE VII.

Voting

Every active member who is present at the meeting of the Association shall have one vote.

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



ARTICLE VIII.

Classes of Membership

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 Committee on Admissions.

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 Committee on Admissions.

Section 4. Annual Dues.

(a) Membership dues shall be determined annually 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 may be determined by the Board of Directors at a lower rate, provided such rate shall also be uniform in all such cases where the exception arises.

(b) The Secretary-Treasurer shall mail a statement of dues to each member on or before January 10th of each year. On the succeeding March 1st and June 1st the Secretary-Treasurer shall mail duplicate statements of dues to those whose dues remain unpaid upon those dates. Members who have not paid their dues by December 31st of such year shall automatically cease to be members of the Association.

The Committee on Admissions may reinstate such former member.



ARTICLE IX.

Committee on Admissions

This Committee shall include one (1) member representing each federal judicial district, appointed by the President, plus, ex-officio, the President, the President-Elect, 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.



ARTICLE X.

Committee on Scholarships

This Committee shall consist of four to six members appointed by the President. The Committee shall select candidates and make recommendations to the Board of Directors 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, the Association shall each year award two scholarships to be paid out of the Association's general funds, one to a deserving student of a law school located in the United States (the George Kerr American Counsel Association Scholarship), and one to a deserving student of a law school located in another country in which the Association has at least one member (the Gerard McDermott American Counsel Association International Scholarship).

The Committee on Scholarships 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 March 1 of each year by the Board of Directors. The Committee on Scholarships 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 following the Annual Meeting. Every effort shall be made to ensure that the Kerr and McDermott scholarships are each for at least $2,500.



ARTICLE XI.

Committee on Nominations

This Committee shall consist of not less 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, Secretary-Treasurer, and Board of Directors. Other nominations in writing may in like manner be made for any such offices by not less than five (5) members of the Association.



ARTICLE XII.

Amendment, Change or Repeal

These By-Laws may be altered, amended or repealed by the Directors 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.

This Committee shall consist of four to six members appointed by the President. The Committee shall select candidates and make recommendations to the Board of Directors 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.