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Association for Continuing Legal Education
ACLEA
Founded 1964
Incorporated, October 6, 1992
Bylaws revised and corrected:
February 1999
August 1999
February 2000
August 2002
August 2006
January 2008
January 2009
ARTICLE I.
Names and Purposes
Section 1. Name. The name of this organization is the Association for Continuing Legal Education, (with the acronym “ACLEA”), a voluntary organization, hereinafter also referred to in this Constitution and By-Laws as the “Association.”
Section 2. Purposes. The purpose of the Association shall be to serve as an educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue law), and specifically to promote and encourage continuing legal education; to provide an opportunity for the discussion and exchange of information among administrators of continuing legal education with respect to the organization, administration and operation of their programs and activities, and to sponsor educational projects of benefit to the Association’s members and others interested in continuing legal education.
The Association shall be organized and operated exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue law), and no part of the net earnings shall inure to the benefit of any director, officer or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.
ARTICLE II.
Membership
Section 1. Regular Members. Any continuing legal education professional shall be eligible and may apply for membership. Continuing legal education shall be limited to mean the conduct of activities directly relating to continuing education or professional development services for lawyers. A “continuing legal education professional” shall include, among others:
(a) persons employed by organizations that study and conduct research in continuing legal education, but are not actual providers of CLE services; and
(b) persons employed as in-house coordinators or developers of continuing legal education services for law firms, corporate legal departments, or government entities.
The category of regular members includes but is not limited to exempt, professional-level, or management-level applicants. An applicant for membership shall submit a written application to the Executive Director, who shall approve the application if he or she determines that the applicant meets existing membership criteria. Membership shall continue upon a change of employment, provided that the individual continues to be eligible for membership. Every Regular member shall be entitled to vote.
Section 2. Emeritus Members. Any retired Continuing Legal Education professional with at least ten consecutive years of regular ACLEA membership shall be eligible and may apply for Emeritus membership. An applicant for Emeritus membership shall submit a written application to the Executive Director, who shall approve the application if he or she determines that the applicant meets Emeritus membership criteria. Emeritus membership shall entitle the individual to attend meetings at the member rate, serve on committees excepting the Executive Committee, and serve the organization in all other capacities. Emeritus membership shall last for a period of three years with the possibility of renewal. The criteria for Emeritus membership include: years of membership, level of activity within ACLEA, offices held, and committees served on. Emeritus members shall not be required to pay membership dues. Emeritus members shall be entitled to vote.
Section 3. Associate Members. Any person currently working in the field of Continuing Legal Education who supports the mission of ACLEA is eligible to apply for Associate Membership. Associate Members may enter into general discussions, serve on committees, serve as chairs of SIGs, but can not hold Article III offices. The category of Associate Member is limited to non-exempt employees, support staff, and other applicants who are not in a management-level or professional-level position; but who would benefit through membership and participation in ACLEA. An applicant for Associate Membership must submit a written application to the Executive Director, who will approve the application upon determining that the applicant meets the Associate Membership criteria. Associate Members are not entitled to vote.
ARTICLE III.
Officers
Section 1. Titles and Terms of Office. The officers shall be the President, President-Elect, Secretary, and Treasurer. The membership shall elect a President-Elect, Secretary, and Treasurer at its Annual Meeting. All officers other than the President shall be elected at each annual meeting as specified in Article VII. Officers shall serve for the year beginning with the adjournment of the annual meeting at which they are elected and ending with the adjournment of the next annual meeting, or until their successor or successors are elected to take office. The President may serve longer than a year only if he or she takes office early to complete the term of a previous President who leaves office early. Officers and directors shall only hold office while they are members.
Section 2. Vacancies. If the President-Elect, Secretary, or Treasurer cannot serve for the term to which he or she is elected, the Executive Committee shall elect a member by majority vote for the remainder of the unexpired term.
Section 3. Powers and Duties.
(a) The President shall preside at all meetings of the Association and at all meetings of the Executive Committee. The President shall appoint from the membership or otherwise as provided by Article V Section 1 the chair and members of all standing and special committees. The President shall be responsible for directing the affairs of the Association. The President is authorized, with the approval of the Executive committee, to hire and contract for the services of an Executive Director. The President shall perform such other duties as usually pertain to the office, and as the Executive Committee and the membership may from time to time prescribe.
(b) The President-Elect shall perform the duties of the President during the temporary absence of the President, shall assume the office and title of “President” if the office of the President becomes vacant and shall automatically succeed to the Presidency. The President-Elect shall perform such other duties as are provided in this Constitution and By-Laws and as shall be delegated by the President and as the Executive Committee and the membership may from time to time prescribe.
(c) The Secretary shall be the custodian of all books, records, papers, documents and other property of the Association. The Secretary shall keep a true record of the proceedings of all meetings of the Association and of the Executive Committee. The Secretary shall attend to correspondence of the Association. Anything in this Section 3(c) to the contrary notwithstanding, the Executive Committee may delegate custodial and correspondence duties of the Secretary to the Executive Director.
(d) The Treasurer shall approve all disbursement of Association funds, and shall oversee the keeping of financial records, which shall be at all times ready and open for inspection or audit by any member. The Treasurer shall oversee the keeping of a roll of members and their addresses and the processing of membership billings. The Treasurer shall prepare an annual budget and submit it to the Executive Committee and the membership for approval. The Treasurer shall also perform such other duties as are hereafter provided in this Constitution and By-Laws and as usually pertain to the office and as the President, the Executive Committee or the membership may from time to time prescribe. Anything in this section 3(d) to the contrary notwithstanding, the Executive Committee may delegate the Treasurer’s duties to the Executive Director.
Section 4. Removal of Officers. An officer may be removed from office (a) with or without cause by vote of two thirds of the members entitled to vote in the election of officers; or (b) for cause by vote of a majority of the Executive Committee. An officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him or her.
ARTICLE IV.
Executive Committee
Section 1. Composition. There shall be an Executive Committee of the Association which shall consist of the President, President-Elect, Secretary, Treasurer, together with five Directors-At-Large elected as described in Section 2 of this Article. If the office of any elected member of the Executive Committee becomes vacant, the Executive Committee shall appoint a member to such office for the unexpired term by a majority vote of the Executive Committee. However, if the vacancy occurs because a director is elected to an officer position at an annual meeting, the vacancy will be filled by vote of the membership as specified in Article VII.
Section 2. Terms of Office for Directors-At-Large. The five directors shall have two year terms. Two directors shall be elected in each even numbered year and three in each odd numbered year. The elections shall occur at the Annual Meeting along with the election of the officers. The terms of directors at large shall not be consecutive, except that any Director filling an unexpired term who has served in that unexpired term for one year or less is eligible for nomination to and service for one additional term.
Section 3. Meetings. The Executive Committee shall hold not less than two regular meetings each year, and additional meetings may be held at the call of the President or upon the request of two or more members of the Executive Committee. At any meeting, a majority of the Executive Committee shall constitute a quorum.
(a) Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting, if all of the members of the Executive Committee consent to the action in writing and the written consents are filed with the records of the meetings of the Executive Committee. Such consents shall be treated for all purposes as a vote at a meeting.
Section 4. Power and Authority. The Executive Committee shall have the power to make agreements on behalf of the Association between membership meetings. It may approve new members or delegate such authority to the Executive Director or Membership Committee. It shall have such power and authority as may be necessary to continue the business of the organization consistent with the budget approved by the membership. The Executive Committee shall not take any actions inconsistent with this Constitution and By-Laws.
Section 5. Removal of Directors. A director may be removed from office (a) with or without cause by vote of two thirds of the members entitled to vote in the election of directors; or (b) for cause by vote of a majority of the Executive Committee. A director may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him or her.
ARTICLE V.
Committees and Special Interest Groups
Section 1. Standing and Special Committees and Special Interest Groups. The Executive Committee may authorize the creation of special and standing committees and Special Interest Groups (“SIGs”). The President shall appoint the chair and the members of such committees and SIGs, as suggested by the chair or the Executive Director, from among the Association’s membership. With the approval of the Executive Committee, the President may appoint persons who are not members of the Association to chair or be members of such committees and SIGs.
Section 2. Interim. The President may at any time appoint such interim committees as are deemed appropriate. The action of such interim committees shall not be considered as official until it has been approved by the members of the Executive Committee.
ARTICLE VI.
Meetings
Section 1. General. Meetings of the Association shall be designed to further the purposes stated in Article I, and shall be scheduled and conducted as provided in the following sections of this Article. Attendance at the meetings shall be limited to members in good standing and guests invited in accordance with Article VIII, Section 4. Exhibitors (persons or organizations, including Association members, who wish to solicit the membership to purchase a service or product) may be permitted at the meetings under such conditions, rules and regulations as may be established by the Executive Committee. The Executive Committee shall select the site for all Association meetings.
Section 2. Annual Meetings. There shall be an Annual Meeting each year at a time and place to be determined by the Executive Committee. All annual meetings shall include in the order of business a report by the President, any special report by the President-Elect, Secretary, Treasurer, or by any member of the Executive Committee, or by any member of any Committee, miscellaneous business, and elections as specified in Article VII.
Section 3. Mid Year Meetings. There shall be a mid year meeting of the Association each year at a time and place to be determined by the Executive Committee.
Section 4. Special Meetings. Special meetings may be called by the President, the time and place to be fixed by the President, subject to approval by three members of the Executive Committee. Notice of any such special meeting shall contain the time and place of the special meeting and purpose or purposes for which the special meeting is called, and no business shall be acted on at any special meeting unless such item of business was designated to come before the special meeting in such notice.
Section 5. Quorum. Ten percent of all members or 25 percent of the members in attendance at a meeting under sections 2, 3, or 4 of this Article, whichever is lower, shall constitute a quorum for the transaction of business, including elections, and a majority of the votes cast on any issue shall decide the issue and bind the Association except for elections and amendments to the Constitution and By-Laws. Absentee ballots cast in an election shall count toward the determination of whether a quorum exists for that election.
Section 6. Procedure and Content. All meetings shall be conducted in accordance with Roberts Rules of Order when these By-Laws do not prescribe the specific course of action.
Section 7. Notice. Notice of any membership meeting as set out in Sections 2, 3, or 4 above must be sent not less than 14 and not more than 60 days in advance of the meeting.
ARTICLE VII.
Elections
Section 1. Nominations. Nomination of candidates for any officer or director-at-large position shall be by either or both of the following methods:
(a) By a Nominating Committee Appointed By the President. The nominating committee shall designate at least one candidate for each available position. In arriving at its conclusions, the nominating committee may solicit nominations from the membership. The nominating committee shall report its recommendations to the President at least 90 days before the starting date of the annual meeting. If approved by the Executive Committee, the nominees shall become the official candidates for the positions for which they were nominated.
(b) By Self-Nomination. Any Association member may file a self-nomination with the Secretary (or his or her designee) for any officer or director-at-large position. The period for receipt by the Secretary (or his or her designee) of such self-nominations shall begin 90 days before the starting date of the annual meeting and shall close 45 days before the starting date of the annual meeting. Thereafter no further self-nominations shall be permitted. The notice of self-nomination must be in writing (with facsimile and electronic mail transmission being acceptable as “in writing”). It is the sole responsibility of the member filing a self-nomination to assure its receipt.
Section 2. Absentee Balloting.
(a) At least 30 days before the starting date of the annual meeting, the Secretary (or his or her designee) shall mail to all members a paper absentee ballot (hereinafter “absentee ballot”) containing the names of the official candidates under Article VII, Section 1(a), and any candidates who have self-nominated under Article VII, Section 1(b). Candidate names for each position or set of positions shall be listed in alphabetical order.
(b) Each member shall vote for officer and director-at-large positions in one of only two ways: by return mailing the absentee ballot to the address shown on the absentee ballot, or in person at the annual meeting. An absentee ballot must be received by the Secretary (or his or her designee) no later than seven days before the starting date of the annual meeting. Any absentee ballot received after that deadline is void and shall not be counted. Any absentee ballot received without a sufficient means of identifying the member who cast it is void and shall not be counted. Any member voting by valid absentee ballot shall be ineligible to vote in person at the annual meeting. All valid absentee ballots shall be tallied by the Secretary at the annual meeting and then added to any in-person votes recorded at the annual meeting. Winners shall then be determined according to the rules of Article VII, Section 3.
(c) Anything in this Article VII, Section 2 to the contrary notwithstanding, the Executive Committee may authorize the substitution of an electronic means of casting absentee ballots in place of the use of paper ballots, provided, however, that all other requirements of this Article VII, including this Section 2, are met.
(d) Anything in this Article VII, Section 2 to the contrary notwithstanding, if there is no contest for any officer or director at large position, as described in Article VII, Section 3(c) or 3(d), no absentee ballots shall be mailed to the members for the election for that position.
Section 3. Voting for Officers and Directors-at-Large.
(a) In any election to fill a single officer position, a member may vote for no more than one candidate. The candidate receiving the greatest number of votes shall win the election. If there is a tie among two or more candidates for the single officer position, the candidate with the longest uninterrupted membership in the Association shall win the election.
(b) In any election to fill multiple director-at-large positions, a member may vote for no more than a number of candidates equal to the number of positions. In such an election, the positions shall be filled, in order, by the candidate receiving the greatest number of votes, the candidate receiving the next greatest number of votes, and so on, until all the positions are filled. If a tie vote prevents the determination of the winner(s) of any position(s), the winning candidate(s) shall be determined by reference to uninterrupted membership in the Association, with the candidate(s) having the longest such membership being the winner(s).
(c) Any officer position for which there is only one candidate may be filled by voice acclamation at the annual meeting.
(d) In any election for director-at-large positions, if the number of candidates equals the number of positions, all the positions may be filled by voice acclamation at the annual meeting.
(e) Any ballot that violates the voting limitations on number of candidates voted for in Article VII, Sections 3(a) and 3(b) is void and shall not be counted.
ARTICLE VIII.
Miscellaneous Provisions
Section 1. Compensation. No salary shall be paid to any officer, member of the Executive Committee, member of a committee, or any member of the Association, except where the Executive Director is a member and is authorized to receive compensation.
Section 2. Lobbying and/or Campaigning. No substantial part of the activities of the Association shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Section 3. Dissolution. Upon dissolution of the Association, the Executive Committee shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purpose of the Association in such manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue law), as the Executive Committee shall determine.
Section 4. Guests. Individuals who are not Association members may attend Association meetings in a guest status as follows:
(a) Employees of Association members in good standing may attend meetings on an unrestricted basis, upon payment of the nonmember registration fee for each meeting attended.
(b) Members of the media may attend any Association meeting for the purpose of newsgathering without payment of registration fees. Members of the media may not attend meetings of the Association’s Executive Committee or any special or standing committees without the prior approval of the Executive Committee.
(c) Local bar leaders, members of continuing legal education boards, and other persons who are engaged in a professional relationship with an Association member may be invited by that member to attend an Association meeting, provided that the Executive Committee approves and that the nonmember registration fee is paid. The Executive Committee may delegate its approval authority to the President or the Executive Director.
(d) Any other individual, by special invitation from the Executive Committee, may attend any meeting of the Association, upon payment of the nonmember registration fee for that meeting.
(e) The Executive Committee may adopt other guest meeting-attendance policies that are consistent with the purposes of this organization.
(f) Any registration fee cited in this Section may be adjusted or waived by the Executive Committee.
Section 5. Insurance and Indemnification.
(a) Insurance. The Association will maintain insurance to cover officers and Executive Committee members against liability for actions taken on behalf of the organization. Insurance will also be maintained to protect against losses in connection with official actions taken by members at an official meeting of the organization. (b) Indemnification. The organization may indemnify any person for any loss, not covered by section (a), suffered by reason of such person’s acts or actions while serving as a director, officer, member, employee or agent of the organization. Such person must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the organization. The indemnification may be against the expenses reasonably incurred by such person in connection with the defense of actions or suits taken against such person, including but not limited to attorney’s fees, court costs, judgments and amounts paid in settlement. The Executive Committee, by majority vote, may authorize payment of expenses in advance of final disposition of such action.
ARTICLE IX.
Amendments to Constitution and By-Laws
Section 1. Amendments Generally. This Constitution and By-Laws shall be amended only by an amendment proposed and voted upon under this Article IX.
Section 2. Proposal of Amendments. All amendments to this Constitution and By-Laws shall be proposed for a vote of the membership in one of the following ways:
(a) By a resolution passed by majority vote of the Executive Committee; or
(b) By petition from a member of the Association containing the names of at least ten percent of the members of the Association, which petition must be delivered to the Secretary.
Section 3. Voting on Amendments.
(a) Any amendment that is proposed properly under Article IX, Section 2, must be presented for a vote of the membership. (b) The Executive Committee may support, oppose, or remain neutral on any amendment that is proposed under Article IX, Section 2. (c) The vote of the membership on the proposed amendment shall occur at any annual meeting, mid year meeting, or at any special meeting, provided that prior notice of the proposed amendment has been given in accordance with Article VI, Section 7. Such notice must designate the proposed amendment and its proponents. (d) Any amendment presented to the membership for a vote under this Article IX, Section 3 shall become immediately effective if passed by a two-thirds majority of the members present and voting.
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