ARTICLE I NAME
The name of this organization is the Association of Professional Responsibility Lawyers (“APRL”) or the Association.
ARTICLE II PURPOSES
Section 1. In General. The Association is an organization of lawyers with interests in lawyer professional responsibility matters. The purposes of the Association shall be to seek to advance the interests of its members through endeavors such as educational programs, meetings, seminars, public outreach programs, adoption of positions on issues of professional responsibility and advocating of such positions in appropriate forums.
Section 2. Not for Profit. The Association is not organized, nor will it be operated, for pecuniary profit and shall not declare or make dividends or other financial distributions to its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reimbursement of reasonable expenses advanced, and to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 of this Article. The Association will operate as a trade association under Section 501(c)(6) of the Internal Revenue Code.
ARTICLE III OFFICES
The principal office of the Association shall be in Chicago, Illinois. Executive headquarters and business offices may be established in such city or cities of the United States and elsewhere as the Board of Directors may from time to time determine.
ARTICLE IV MEMBERSHIP
Section 1. Members. Membership in the Association shall be available to: (a) all lawyers licensed and in good standing, with an interest in professional responsibility including judges, ethics advisors, respondents’ counsel, law professors, counsel representing plaintiffs and defendants in professional liability matters, bar counsel working on professional responsibility matters; and (b) all lawyers licensed and in good standing, who as a substantial part of their practices represent lawyers, or otherwise provide legal services or education related to the regulation of the legal profession and interpretation and application of professional responsibility rules. For the purposes of these by-laws, the term “good standing” shall also include inactive, emeritus, and other similarly designated lawyers who were in good standing at the time they became inactive and whose inactive status is not the result of discipline or administrative suspension.
Section 2. Membership Year. The membership year shall be from September 1 to August 31 inclusive. All memberships shall date from September 1, except for initial memberships commencing after February 15. An initial membership commencing after February 15, shall constitute membership through August 31 of the same year.
Section 3. Dues Obligation. A member shall have the obligation to pay annual dues to the Association as provided in Article VI, except new members joining the Association after February 15 shall pay one-half the annual dues obligation. The obligation to pay dues shall continue from year to year unless a written resignation is received by the Secretary prior to the end of the membership year for which dues have been paid. Any member who is in arrears for dues for six months shall cease to be a member of the Association. A member who has failed to retain membership pursuant to this section may be reinstated by payment of dues.
Section 4. Voting. Each member present at a meeting of this Association held pursuant to Article V shall be entitled to one vote.
Section 5. Membership List. The Secretary shall keep a membership list of the names, mailing addresses, and e-mail addresses of all current members.
ARTICLE V MEMBERSHIP MEETINGS
Section 1. Annual and Midyear Meetings. The Association shall hold its Annual and Midyear Meetings at a time and place and with a meeting registration fee fixed by the Board of Directors. The Secretary of the Association shall mail a notice of the time, place, and meeting registration fee of the Annual and Midyear meetings to each member at least thirty (30) days prior to each meeting. The Annual and Midyear Meetings of the Association shall normally be held at the same general location and time as the Annual and Midyear Meetings of the American Bar Association, provided, however, that the Board may determine to hold the Annual or Mid-Year Meetings at a location or time other than that of the Annual or Mid-Year Meetings of the American Bar Association.
Section 2. Special Meetings. Any five (5) Directors may call a Special Meeting of the members at any time by directing the Secretary to mail notice of the time and place of such meeting, as well as the purpose of such meeting and the subjects to be considered, to the members at least fourteen (14) days in advance of such Special Meeting.
Section 3. Quorum. The presence of 20 members of the Association at any meeting of the Association shall constitute a quorum.
Section 4. Closed Meetings. The membership may by majority vote of those present at a meeting close any session at any meeting to persons who are not members.
Section 5. Rules of Procedure. All meetings authorized under this article shall be administered consistent with Roberts’ Rules of Order.
ARTICLE VI DUES
Section 1. Determination of Annual Dues. The Board of Directors shall determine the amount of each annual dues assessment.
Section 2. Annual Dues. An annual dues assessment will be due and payable as of September 1 of each year.
Section 3. Other Receipts. The Board of Directors is authorized and empowered on behalf of the Association to receive, by devise, bequest, donation, or otherwise, either real or personal property; to hold the same absolutely or in trust; to invest, reinvest, and manage the same; and to apply said property and the income arising therefrom to the purposes of the Association.
ARTICLE VII BOARD OF DIRECTORS
Section 1. General. Except for those matters expressly reserved to the members by statute, the Articles of Incorporation or these Bylaws, the business and affairs of the Association shall be managed by a Board of Directors to be elected by the members in the manner provided by Section 2 of this Article. By vote of four (4) directors, Board of Directors may, at any business meeting, submit unresolved or controversial operational questions to the voting membership. The initial Board of Directors shall be composed of those individuals elected at the Annual Meeting in August 1990 and shall serve until their successors are elected and qualified in the manner set forth in Section 2 of this Article.
Section 2. Constituency, Term, And Election. The Board of Directors shall consist of nine members of the Association. Upon election, each director shall immediately enter upon the performance of his or her duties and continue in office for his or her elected term and until his or her successor is elected and qualified or until his or her resignation, death, or removal. The President, President Elect, Secretary, Treasurer (each of whom shall be elected in the manner provided for in Article VIII herein), the Immediate Past President, and four (4) At Large Directors shall comprise the Board of Directors. The terms of the officer members on the Board of Directors shall run concurrently with their terms as officers (and as Immediate Past President) of the Association. At Large Directors shall be elected for two-year terms each year. Any At Large Director who has served two full two-year terms shall not be eligible for re election. The President of the Association shall serve as the Chairperson of the Board of Directors. It shall be the duty of the President as Chairperson of the Board to preside at all meetings of the Association and of the Board of Directors and to perform all other duties of the office of Chairperson as usually understood. In his or her absence, the President Elect shall perform such duties.
Section 3. Vacancies. Any vacancy that may occur on the Board of Directors by reason of death, resignation, or otherwise, of the President Elect, Secretary, Treasurer, Immediate Past President, or At Large Director shall be filled by an appointment by the President. Any person who is appointed to the position vacated by the President Elect shall not automatically assume the office of the President at the next Annual Meeting. In such event, the office of the President shall be filled by vote at such Annual Meeting, as provided for in Section 4(b) of Article VIII. Any vacancy in the office of the President shall be filled automatically by the President Elect, who shall then appoint an individual to serve in the position vacated by the President Elect.
Section 4. Disability. In the event that a director is no longer able effectively to perform the ordinary and necessary functions associated with that position or his or her elected or appointed office, as determined by a vote of three-fourths (3/4) or more of the other directors, said director shall be notified by the Chairperson or, if the Chairperson is deemed incapacitated, by the President Elect that said director has been removed from office. The vacancy shall thereafter be filled as set forth in Section 3 of this Article.
Section 5. Voting. Each director shall have one vote and, unless otherwise required by statute, the Articles of Incorporation or these Bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the action of the directors and may be represented as such for all purposes. Directors may vote by written proxy but only if such proxy is given to another director prior to the meeting at which it is to be used.
Section 6. Quorum. The presence, in person or by telephone, of at least five (5) of the directors shall constitute a quorum.
Section 7. Written Consent. Any action required to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote. Such written consent shall have the same force and effect as a unanimous vote of the Board of Directors.
Section 8. Meetings. The Board of Directors shall meet at the Annual and Midyear Meetings of the Association, In addition, special meetings of the Board of Directors, which may be telephonic, may be called at any time by the Chairperson of the Board of Directors.
Section 9. Finances. The Board of Directors shall formulate and administer Association policy respecting authorized expenditures and shall have the power to allocate the funds of the Association to carry out the purposes of the Association. The Treasurer may, without prior Board approval, pay all expenses necessary and incidental to the Annual and Midyear Meetings upon submission of vouchers or other proof of expenses incurred in furtherance of Association business.
Section 10. Audit of Accounts. The Board of Directors shall cause the financial accounts of the Association to be audited annually and the Treasurer shall submit a report of such audit, which need not be certified, to the membership in writing not later than two months following the end or the membership year.
ARTICLE VIII OFFICERS AND AT LARGE DIRECTORS
Section 1. Officers. The officers of the Association shall be a President, a President Elect, a Secretary, and a Treasurer.
Section 2. At Large Directors. There shall be four (6) At Large Directors whose terms will be for two (2) years and staggered so that the term for two (3) will expire at the Annual Meeting in odd numbered years and the term for the other two (3) will expire in even numbered years.
Section 3. Duties. The duties of the officers shall be as usually pertain to the offices they hold and any other duties as may be delegated by the Board of Directors or as prescribed in these Bylaws.
Section 4. Term. The officers of the Association shall take office at the close of the Annual Meeting and shall hold office for one year or until their successors qualify. Officers may succeed themselves in office, except as prevented by the operation of these Bylaws. The At Large Directors shall take office at the close of the Annual Meeting in which they are elected and shall hold office for two years or until their successors qualify.
Section 5. Election of Officers and At Large Directors.
a. The President Elect shall succeed to the office of the President at the expiration of the President’s term of office.
b. The Nominating Committee shall submit to the secretary ninety (90) days prior to the first day of the Annual Meeting the names of candidates for the offices of President-Elect, Secretary, Treasurer and appropriate At-Large Directors. In the event of a vacancy in the office of the President which is filled in the manner provided for in Section 3 of Article VII herein, the Nominating Committee shall also submit the name of a candidate for the office of President.
c. The Secretary shall cause a notice containing all the nominations received pursuant to Sections (b) and (d) herein to be mailed to all members at least thirty (30) days prior to the first day of the Annual Meeting. Each candidate shall have the opportunity, at the candidate’s expense, to have mailed with the notice a statement of no more than one hundred (100) words or one page, in support of his or her candidacy.
d. In addition to the candidates selected by the Nominating Committee, five (5) members may submit to the Secretary no later than forty-five (45) days prior to the first day of the Annual Meeting, a petition with the name or names of candidates for any office or At-Large Directorship (except the office of President), they wish added to the ballot.
e. Voting shall be conducted at the Annual Meeting. A majority of the votes entitled to be cast by those present at a meeting at which a quorum is present shall be necessary to elect an officer. In the event there are more than three (3) candidates for an office, other than At Large Directors, and no one candidate receives a majority vote, the candidate receiving the fewest votes shall be dropped from the ballot and a new vote shall be taken. This procedure shall be repeated until one candidate receives a majority of the votes. If there is a tie vote, the President may select one of the tied candidates to serve. If there are more candidates for At Large Director positions than positions open, the top-vote recipient is elected and the remaining candidates must run-off in the same manner to fill the remaining position. In the event of a tie vote, the outgoing President shall make the appointment of the At Large Director. When only one candidate is nominated for an office, the President may call for a voice vote.
ARTICLE IX ANCILLARY OFFICERS
Section 1. Assistant Secretary. The President may appoint an Assistant Secretary to maintain the membership rolls of the Association and assist the Standing Committees. The Assistant Secretary so appointed shall continue in office until, at the discretion of the President, a replacement is appointed or the President designates the office as vacated.
Section 2. General Counsel. The President may appoint a General Counsel to review the Association’s affairs. The General Counsel so appointed shall continue in office until, at the discretion of the President a replacement is appointed or the President designates the office as vacated.
ARTICLE X MAIL VOTE
Whenever, in the judgment of the Board of Directors, any question shall arise which should be put to a vote of the membership and when the directors deem it inexpedient to call a Special Meeting for such purpose, the directors may, unless otherwise required by statute, the Articles of Incorporation, or these Bylaws, submit such matter in writing by mail for vote and decision and the question thus presented shall be determined according to a simple majority (or a higher percentage if required by statute, the Articles of Incorporation, or these Bylaws) of the votes received by mail within three (3) weeks after such submission for vote, provided that, in each case, votes of at least one half (1/2) of the then total membership shall be received.
ARTICLE XI COMMITTEES
Section 1. In General. Committees may be established by the President. The President shall have power to appoint any committees that, in the President’s judgment, may be necessary for the proper conduct of the business of the Association and shall fill all Committee vacancies.
Section 2. Standing Committees. Appointments to the Standing Committees as outlined below should be made by the President promptly after the Annual Meeting at which he or she is installed as President. Said appointees of Standing Committees shall continue in such capacity upon failure of the succeeding President to make appointments as provided herein.
a. Membership Committee. The Secretary and such other members as are appointed shall constitute the Membership Committee. Said Committee shall approve the applications of all prospective members and be responsible for all recruitment and similar ancillary duties.
b. Nominating Committee. The Immediate Past President and at least two additional members shall constitute the Nominating Committee. Said Committee shall perform those necessary functions associated with Article VIII of these Bylaws.
c. Program Committee. The President Elect and such other members as are appointed shall constitute the Program Committee. The Program Committee shall prepare agendas and organize activities for the meetings of the Association, liaise with persons and associations external to the Association on matters and programs of interest to the membership and submit to the American Bar Association Center for Professional Responsibility by each October 1 suggested substantive topics for presentation at the annual National Conference on Professional Responsibility and other programs.
d. Public Statements Committee. This Committee is defined and shall operate as set forth in Article XIV.
e. Long-Range Planning Committee. This Committee shall consider and recommend proposals for future activities and directions of the Association.
ARTICLE XII REPRESENTATION OF ASSOCIATION
Section 1. Representation. No member of the Association shall express as policy of the Association matters which have not been determined by action or resolutions voted upon by the membership or otherwise authorized by these by-laws.
Section 2. Personal Views of Members. Any member who, when making a public utterance, permits himself or herself to be identified as an officer or director, or member of the Association shall clearly identify, as personal or otherwise, any views at variance with policy of the Association known to that member.
ARTICLE XIII INSIGNIA
The Association may have an insignia or corporate seal of such design as the Board of Directors may adopt.
Section 1. In General. The Board of Directors (“Board”) may, in its discretion, authorize the adoption of public positions or statements that, in the judgment of the Board, are consistent with the purposes of the Association.
Section 2. Public Statements Committee.The President shall appoint no fewer than five members to serve on the Public Statements Committee.
Section 3. Procedure regarding requests for a public position or statement.
a. The Public Statements Committee shall review requests by any APRL member that the Association issue a public statement or take a public position with respect to current issues or controversies, consistent with the interests and goals of the Association, through any appropriate means including, but not limited to, amicus briefs, press releases, ethics opinions, letters to the editor, other publications or, letters, or statements, reports or testimony given to a government entity or a professional organization. Unless the Board determines otherwise based on timeliness or other considerations, all member requests for APRL to take a public position will be referred initially to the Public Statements Committee for its review and recommendation.
b. Such member requests shall be in writing and shall briefly set forth the issues, the position recommended and the reasons therefore.
c. If a request is made on behalf of or in aid of an individual
or entity outside of APRL, the APRL member submitting the request shall disclose the circumstances leading to the request.
d. Requests shall be submitted in a timely fashion, according
to the nature of the request. In the case of an amicus brief, timeliness shall be determined based upon the requirements of the applicable jurisdiction. The Public Statements Committee shall exercise discretion in determining timeliness, but shall not unreasonably reject or refuse to consider a request. consider a request.
Section 4. Report by the Public Statements Committee to the Board.
a. The Committee shall make a written report and recommendation to the Board (an email memorandum is sufficient) regarding each request received in accordance with Section 3. Such report shall recommend that the Board either (1) adopt a public position or statement, accompanied by a proposed draft; (2) adopt a public position or statement, accompanied by an outline of a proposed draft, together with its recommendation for appointment of one or more APRL members to draft the document stating the approved public position or statement; or (3) deny the request.
b. The Committee’s report and recommendation shall be circulated to the membership on the APRL listserv promptly after its report is submitted to the Board.
Section 5. Action by the Board.
a. The Board shall review and act upon the recommendations of the Committee at a regularly scheduled Board meeting, or meet by teleconference, email, or other available and appropriate means to review and act upon recommendations of the Public Statements Committee.
b. Adoption of a public statement or position as defined by this Article shall require approval of no fewer than six Board members.
c. The Board may, if it concludes that any matter is of sufficient merit and urgency, (a) convene to determine to adopt a public position or statement on its own motion, or (b) submit a request for making a public statement or taking a public position or statement to the membership, at the business meeting of the next regularly scheduled annual or midyear meeting of the membership.
Section 6. Adoption of a public position or statement at a regularly scheduled meeting of the Association.
a. Public Statement submitted to the membership by the Board. By majority vote, the Board may present any proposed public statement or position to the membership at any regularly scheduled annual or midyear meeting by giving notice (30) days prior to the first day of the meeting, by e-mail or regular mail. A two-thirds vote of the membership shall be required to adopt a public statement or position under this paragraph.
b. Action on a member request for a public position or statement addressed to the Membership. Any member may, within forty-five (45) days prior to the first day of any regularly scheduled annual or midyear meeting, present a proposed public statement or position for consideration by the membership. A two-thirds vote of the membership shall be required to adopt a public statement or position under this paragraph.
c. Any member who cannot attend a regularly scheduled meeting but who wishes to have his or her views regarding a public statement or position be considered may, no later than five business days prior to the first day of the meeting, submit a writing (“comments”) of reasonable length setting forth his position. The Secretary shall distribute the comments to the membership or read the comments aloud, in whole or in part, at the Secretary’s discretion.
d. Action on a request for a public position or statement made by a member without prior notice. A request for a public position or statement that is made during a regularly scheduled meeting of the Association without prior notice in accordance with Sections 6(a) or (b) above, may be presented for an informal vote. The Association will not adopt a request made in this manner unless the Board, in its discretion, thereafter convenes and adopts the public statement or position or statement by a vote in accordance with Section 5 or submits the matter to the membership at a subsequent annual or midyear meeting pursuant to Section 6(a).
Section 7. The Board may issue a public position or statement on behalf of the Association adopted under any of Section within this Article.
Section 8. As soon as practicable, the Board shall provide the membership, via the APRL listserv, with the text of any public statement or position or statement adopted and will post the public statement or position on the APRL website.
ARTICLE XV AMENDMENTS TO THE BYLAWS
Section 1. Petition for Amendment. Any petition for amendment of these Bylaws and the reasons therefore shall be submitted in writing to the Board of Directors through the Secretary over the signatures of not fewer than three members, which members may include members of the Board of Directors.
Section 2. Consideration by Board of Directors. Each petition for amendment shall be considered for the first time at the first meeting of the Board of Directors following receipt of the petition by the Secretary.
Section 3. Ratification by Membership. If any portion of the petition receives the vote of the majority of the Board of Directors, it shall be presented to the membership for ratification at a regularly scheduled meeting. A copy of recommended changes shall be submitted to members thirty (30) days prior to such meeting. A majority of the membership at a regularly scheduled meeting shall be required for approval of any portion of the petition.
ARTICLE XVI AMENDMENTS TO THE ARTICLES OF INCORPORATION
Section 1. Resolution. The Board of Directors shall adopt a resolution setting forth the proposed amendment to the Articles of Incorporation and directing that it be submitted to a vote at a meeting of the members.
Section 2. Notice. The Secretary shall mail a notice setting forth the proposed amendment or a summary of the change to be effected thereby to each member within the time and in the manner provided in Article V, Section 1.
Section 3. Adoption. The proposed amendment shall be submitted to the membership at the next Meeting of the Association. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two thirds of the membership present at such meeting.
ARTICLE XVII ENDORSEMENT
The name of the Association may not be used in any way which tends to indicate official endorsement of commercial products, services, or publications, which implies an endorsement of any business or which suggests that membership in the Association is available to any organization.
ARTICLE XVIII DISSOLUTION
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, distribute all assets of the Association exclusively to such organization or organizations organized and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors may determine.
ARTICLE XIX NOTICE BY E-MAIL
Whenever these By-Laws require notice by mail, notice by e-mail is sufficient.
As adopted by the membership and amended August 2004, August 2012, August 2014 and August 2016.