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Constitution and Bylaws

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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
July 2012

February 2015


Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX


ARTICLE I.


Names and Purposes

Section 1. Name. The name of this organization is the Association for Continuing Legal Education ("ACLEA”), a voluntary organization, also referred to in this Constitution and By-Laws as the "Association.”

Section 2. Purposes.

(a) The purpose of the Association shall be to serve as an educational organization within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (or any corresponding provision of any future U.S. 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.

(b) The Association shall be organized and operated exclusively within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (or any corresponding provision of any future U.S. 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.

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ARTICLE II.
Membership

Section 1. Membership Criteria and Application.

(a) Any continuing legal education ("CLE") professional shall be eligible and may apply for membership in the Association. CLE means the conduct of activities directly relating to continuing education or professional development products and services for lawyers.

(b) An applicant for membership shall submit a written application to the Executive Director, who shall approve the application if the applicant meets the requested membership category criteria.

(c) Membership shall continue indefinitely, provided that required membership dues are current and eligibility criteria for the pertinent membership category are met.

Section 2. Membership Categories.

(a) Regular Members. Regular members shall be entitled to vote and participate fully in the business and activities of the Association.

(b) Emeritus Members. The category of Emeritus members is limited to retired CLE professionals with at least ten consecutive years of Regular membership in ACLEA. The criteria for Emeritus membership include years of membership, level of activity within ACLEA, offices held, and service on committees. Emeritus members shall be exempt from payment of membership dues and may not serve on the Executive Committee but shall be entitled to vote and otherwise participate in the business and activities of the Association.

(c) References to "members" or "membership" throughout this Constitution and By-Laws shall refer to all the members defined in this Section 2, unless the context otherwise requires owing to a limitation in a specific category of membership.

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ARTICLE III.
Officers

Section 1. Titles and Terms of Office. The officers shall be the President, President-Elect, Secretary, and Treasurer. 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 must be and remain members for the duration of their terms in office.

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 current or former member of the Executive Committee by majority vote to 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 the chair and members of special committees from among the membership. The President shall appoint the chairs of standing committees and SIGs from among the membership as suggested by the President-Elect, the Executive Director, or the current chairs. The President shall be responsible for directing the affairs of the Association. The President is authorized to negotiate for the services of an Executive Director, but any contract resulting from such negotiations must be approved by a majority of the Executive Committee before it can bind the Association. 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. The Secretary 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 membership may from time to time prescribe.

(d) The Treasurer 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 and the Executive Director shall prepare an annual budget and submit it to the Executive Committee and the membership for approval. The Treasurer shall report the financials of the organization to the Executive Committee at each regular meeting. The Treasurer 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.

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, 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.

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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, and Treasurer, together with five directors elected as described in Section 2 of this Article. If the office of any director of the Executive Committee becomes vacant, the Executive Committee shall elect 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. 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 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 no fewer 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 are notified and a majority consent to the action in writing (with facsimile and electronic mail transmission being acceptable as "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. Authority. The Executive Committee shall have the authority to make agreements on behalf of the Association. The Executive Committee shall have such authority as may be necessary to continue the business of the Association 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, 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.

Section 6. Attendance by Executive Director. The Executive Director shall be notified of and may attend all Executive Committee meetings, except for such parts thereof declared by the President to be executive sessions.

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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 special committees, and the chairs of standing committees and SIGs, as specified in Article III, Section 3(a). 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 special and standing committees and SIGs.

Section 2. Meeting Planning Committee. The Executive Director shall be one of the Meeting Planning Committee co-chairs with the primary responsibility to facilitate the execution of the meeting planning process. The Meeting Planning Committee shall be a special committee, excepting the Executive Director shall invite the members of the committee as suggested by the President and committee co-chair, with final appointment responsibility by the President.

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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 members or twenty-five 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 this Constitution and By-Laws.

Section 6. Procedure and Content. All meetings shall be conducted in accordance with Roberts Rules of Order when this Constitution and By-Laws do not prescribe the specific course of action.

Section 7. Notice. Notice of any Association meeting as set out in Sections 2, 3, or 4 above must be sent no fewer than 14 days in advance of the meeting.

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ARTICLE VII.
Elections

Section 1. Nominations. Nomination of candidates for any officer (other than President) or director position shall be by either 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 candidates for the positions for which they were nominated.

(b) By Self-Nomination. A member may file a self-nomination with the Secretary (or his or her designee) for any officer (other than President) or director 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. Voting.

(a) Voting shall be by any system that allows at least 30 days notice and one vote per member. The Executive Committee shall determine the voting system. The Executive Director shall implement the voting system.

(b) Votes shall be tallied by the Executive Director and a member designated by the President.

(c) Winners shall be determined by the rules of Article VII, Section 3.

Section 3. Voting for Officers and Directors.

(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 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 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.

(d) Any officer position for which there is only one candidate may be filled by voice acclamation at the Annual Meeting.

(e) In any election for director positions, if the number of candidates equals the number of positions, all the positions may be filled by voice acclamation at the Annual Meeting.

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ARTICLE VIII.
Miscellaneous Provisions

Section 1. Compensation. No salary shall be paid by the Association to any officer or director, or to any other member, except where the Executive Director is a member and is authorized to receive compensation pursuant to contract under Article III, Section 3(a).

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 U.S. Internal Revenue Code of 1986, as amended (or any corresponding provision of any future U.S. 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) Nonmembers may attend meetings on an unrestricted basis, upon the approval of the Executive Director and payment of the nonmember registration fee for each meeting attended.

(b) Members of the media, upon approval of the Executive Director, may attend any Meeting of the Association for the purpose of newsgathering without payment of registration fees. Members of the media may not attend meetings of the Association’s Executive Committee, special or standing committees, or SIGs without the prior approval of the Executive Director.

(c) The Executive Committee may adopt other guest meeting-attendance policies that are consistent with the purposes of the Association.

(d) 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 shall maintain insurance to cover the Executive Committee members against liability for actions taken on behalf of the Association. The Association shall maintain insurance to protect against losses in connection with official actions taken by members at an official meeting of the Association.

(b) Indemnification. The Association 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 Association. Such person must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Association. 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.

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ARTICLE IX.
Amendments to this 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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