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Bylaws...

Alumni Law Society

ARTICLE I – NAME AND MISSION

Section I.1. Name
The name of the association is The University of Chicago Alumni Law Society (“Alumni Law Society”).  The Alumni Law Society shall be a part of The University of Chicago Alumni Association (the “Alumni Association”).

Section I.2. Mission
The Alumni Law Society is a group dedicated to extending the fun of intellectual inquiry inculcated by the University into their life in the law. The group is open to alumni of any part of the University who currently practice or are interested in the practice of law.

ARTICLE II – MEMBERS AND MEETINGS

Section II.1. Members
All persons who have matriculated and attended the University as students, or are current or former members of its faculty or staff, may be members of the Alumni Law Society, provided that they support the mission of the Alumni Law Society as stated in Section I.1 above. Other members may be designated by the University.

Section II.2. Meetings
Meetings of Members may be called by the President, by the Board collectively, or by not less than 25 Members.

Section II.3. Notice of Meeting
Written, electronic or printed notice stating the place, date, hour of and information for remote participation (conference call dial-in, web conferencing or other modes of remote participation deemed appropriate by Board resolution) in the meeting of Members shall be sent to Members not less than 5 days before the date of the meeting by those calling the meeting.

ARTICLE III – BOARD OF DIRECTORS

Section III.1. Role of the Board
The Board of Directors (“Board”) shall be the governing body of the Alumni Law Society and shall have exclusive responsibility for its determination and implementation of policy. The Board shall be ultimately responsible for managing the property and affairs of the Alumni Law Society.

Section III.2. Number and Qualifications
The entire Board shall consist of not more than 14 persons, called “Directors,” all of whom are alumni of the University of Chicago, and shall strive to consist of not fewer than 5 persons. One seat will be reserved for a Director from each major city or region in need of representation and organization as determined by resolution of the Board. The Board’s Directors (“Directors”) shall be elected pursuant to Sections III.3 – III.5.

Section III.3. Elections
Elections to fill vacant Director positions on the Board must be held at least once in each calendar year so as to elect the Directors by June 30.



Section III.4. Soliciting Board Nominees
The Nominating Committee, as defined in Section V.2, shall seek candidates for election to the Board by soliciting nominations from the Directors, the Alumni Association, and the general membership. Solicitations shall be by means of the University Alumni website, e-mail, the Alumni Association’s program brochure, the University’s Alumni magazine, or any other appropriate medium. The solicitation must include a Candidate Information Form or a link thereto. Candidate Information Forms must contain questions designed to elicit information from candidates that will inform voters of a candidate’s identity, geographic location, University affiliation, and qualifications for serving on the Board. A person must submit a Candidate Information Form in order to appear on the election ballot. Any member of the Alumni Law Society may nominate themselves as a candidate for the Board.

Section III.5. Voting Procedures

a) No later than June 30 of each year, the Board of Directors will hold a meeting to consider the nominations and, by a majority vote of a quorum of the Board, will elect officers and directors from the identified candidates.

b) The President or the Secretary shall communicate the final results of the election to the current Directors, to all candidates on the ballot, and to the general membership no later than the earlier of June 30 or 5 calendar days after the completion of all voting.

Section III.6. Term of Office
Except as provided in Section IV.3, each Director shall serve a term of one year beginning on the First of July following that Director's election and ending on June 30 of the subsequent year. The period from the start of a Directorial term until the next start of a Directorial term in the following calendar year shall be known as a “Directorial term-year.”

Section III.7. Resignation
A Director may resign by written notice delivered to the President or the Secretary of the Board.

Section III.8. Removal from Office
With the exception of the conditions outlined in Section III.15(a), a Director may be removed from office only for “cause” by the affirmative vote of two-thirds of the Board present at a meeting in which quorum has been established. “Cause” shall include activities which reflect adversely on the University Alumni as determined by the Board. A Director removed from office shall be notified of the Board’s decision in writing.

Section III.9. Vacancies
Any vacancy on the Board shall be left open until the next election. In case of an urgent need, as decided by the Board, vacancies shall be filled by simple majority vote of the Board to commence at a date set by the voting Directors. The Board shall decide whether the term for a particular Director elected in such urgent need shall last until the end of the current Directorial term-year or the end of the subsequent Directorial term-year.

Section III.10. Meetings
Regular meetings of the Board shall be held no less than four times a year or as otherwise determined by the Board and shall be called by the President. Special meetings of the Board may be called at any time by any three Directors. The place of such meetings shall be designated by the person or persons calling the meeting. All Board meetings shall be open to attendance by all Members of the Alumni Law Society, provided that the Board may vote to go into closed session when the Board determines that it is appropriate to do so.

Section III.11. Notice
Notice of the time, place, information for remote participation (conference call dial-in, web conferencing or other modes of remote participation deemed appropriate by Board resolution) and the proposed agenda of any meeting of the Board shall be given to each Director at least five days in advance of the meeting.

Section III.12. Quorum
At each Board meeting, (whether in person or by remote participation) 50% + 1 of the Directors of the Board shall constitute a quorum.

Section III.13. Manner of Acting
The affirmative votes of a majority of the Directors present at a meeting of the Board at which a quorum is present shall be a Board resolution.

Section III.14. Organization
The President shall lead each meeting of the Board, subject to substitution in cases of absence according to the line of succession in Article IV. In the absence of all Officers, provided that a quorum has been attained, a temporary chairperson shall be chosen by majority vote of the Directors present for the meeting.

Section III.15. Duties of Directors
a) Active involvement with matters coming before the Board is expected by each Director. As such, Directors are expected to attend all regular and special meetings. Additionally, each Director who is not an Officer or a Metro Chair must choose at least one Board Committee on which to serve. “Board Committee” does not include Metro Committees. In the event that a Director is absent at two consecutive regular meetings, or does not otherwise demonstrate active involvement on a Board Committee, the Director may be removed from office by the affirmative vote of two-thirds of the Board present at a meeting in which quorum has been established. A Director removed from office shall be notified of the Board’s decision in writing.

b) Should the active involvement of any Director be called into question before the Board, the Board shall have the right to suspend the tenets of Section III.15(a) in favor of the Director in question with a simple majority vote of those Directors present excluding the Director in question. Should the exclusion of the Director in question drive a lack of quorum for consideration of the matter, the matter shall be deferred until the next meeting at which quorum is maintained despite the exclusion of the Director in question.

c) Subject to their availability and interests, Directors are expected to participate in and contribute both to programs and events produced by the Board itself and to those produced by the Directors' Metro Committees.

d) Directors must keep their contact information up-to-date with the Secretary.


ARTICLE IV – OFFICERS AND OTHER LEADERSHIP ROLES

Section IV.1. Officer Designation and Qualifications
The Officers of the Alumni Law Society shall be the President, Vice-President, Program Chair, Communications Officer, and Secretary.  Any of these offices may be held by one or more Directors and a Director may hold more than one office.  All Officers of the Alumni Law Society must be Directors and shall have duties as provided herein or otherwise determined by the Board.

Section IV.2. Officer Nominations and Elections
a) Within 7 days of the announcement of the Board election results in Section III.5(a), the Directors of the upcoming Directorial term-year shall schedule a meeting for the nomination of Officers. This Officer Nomination Meeting shall occur no more than 28 days after the announcement of the Board election results. These Directors may schedule additional meetings, or communicate by other means, prior to the Officer Nomination Meeting to discuss their interest in officer positions and any other leadership roles subject to election at the same time. The Secretary shall coordinate the scheduling of these meetings. If all Directors are present at a meeting preliminary to an Officer Nomination Meeting, they may vote to designate the preliminary meeting as the Officer Nomination Meeting if they deem it appropriate.

b) Whenever a vacancy exists among the Officers, and at least two weeks before an Officer Nomination Meeting, the Nominating Committee shall solicit the Directors to submit brief statements of interest and qualifications for the Officer position(s) subject to election at the meeting. At least two days before that meeting, the Nominating Committee shall furnish the Board with those candidate statements. At the Officer Nomination Meeting, additional nominations shall also be taken from the floor. Candidates nominated from the floor may make their candidate statements verbally during the meeting. A candidate who does not go through the Nominating Committee and is unable to attend that meeting may have any Director nominate that candidate and read a statement aloud on the candidate's behalf at the Officer Nomination Meeting, provided that statement bears the signature of the candidate or derives from the candidate’s e-mail account. A candidate need not submit a verbal or written statement to be nominated, though it is strongly encouraged. To be eligible for election, a Director nominated on the floor at the Officer Nomination Meeting who was not present for it must have an Officer confirm to the Board that Director's interest in nomination by the end of that meeting.

c) Voting Directors, regardless of their attendance or absence at that meeting, shall have until 11:59PM Central Time of the third day following the meeting to cast their votes only for candidates nominated at or before the meeting. Votes shall be cast through an online, secret ballot created by the Secretary. The Secretary shall e-mail the URL for the final ballot to all current Directors no later than 11:59PM Central Time on the night of the nomination meeting. Only Directors from the Directorial term-year for which the election was held may vote in the Officer election.

d) Officers shall be elected by an affirmative vote of a majority of voting Directors. Alumni Relations staff shall count the votes. If a tie for the largest number of votes occurs, then a game of chance agreeable to all tied candidates shall be employed to assign the Officer position to one of them. The Secretary shall have the responsibility of administering this tie-breaking exercise within one week of the end of online voting.

e) The Secretary shall e-mail the final results of the election to the Board within 3 days of the completion of all voting and any attendant tie resolution.

f) If, by the end of the Officer Nomination Meeting, there is only one nominee for an Officer position, then that nominee shall accede to that position for the ensuing term without a vote.

Section IV.3. Term of Office
Officers of the Alumni Law Society shall be elected by the Board of Directors to serve for terms of two Directorial term-years beginning on the First day of July in the calendar year of the Officer's election as a Director. The Board may provide by resolution for another starting date following regular Officer elections so long as it does not commence an Officer term for the second time in a calendar year. The Board shall provide by resolution for Officer terms to be staggered such that two classes of three Officer positions are subject to election in alternating years. In order to establish the alternation pattern, the Board shall provide for one of those Officer classes to have terms lasting one Directorial term-year for the first term only.

Section IV.4.Removal
Any officer may be removed from their position as officer by the Board at any time, should the Board determine that it is in the best interests of the Alumni Law Society, by simple majority vote of the Board not excluding the officer in question.

Section IV.5. Vacancies
If an officer vacancy occurs, it may be filled for the unexpired portion of the term by election by the Board.

Section IV.6. Compensation
Neither officers nor directors of the Alumni Law Society shall receive compensation.

Section IV.7. President
The President shall have general charge of the affairs of the Alumni Law Society. The duties of the President shall be to: 1) Call and preside at meetings and set the schedule and agenda of meetings; 2) Develop leadership among the Directors and develop a leadership pipeline from the Metro Committees to the Board; 3) Encourage membership participation in the Alumni Law Society ; 4) Foster cooperation between the Alumni Law Society  and the University Alumni office; 5) Provide detailed reports to the Board at each Board Meeting on all activities and initiatives in regards to the furtherance of the Alumni Law Society goals; 6) Work with and assist the Committees of the Board; 7) Execute such documents as needed for the conduct of the Alumni Law Society as authorized by the Board; 8) Represent the Network at meetings and/or events at which Alumni Law Society representation is requested; 9) Represent the Board in communications with the Alumni Board of Governors; and 10) Chair the Nominating Committee.

Section IV.8. Vice-President
The duties of the Vice-President shall be to: 1) Facilitate best practices and development of infrastructure for Metro Committees; 2) Facilitate communications among Committee chairs; 3) Chair the By-Laws Committee; and 4) Substitute for the President as needed.

Section IV.9. Program Chair
The duties of the Program Chair shall be to: 1) Coordinate the substance of programming generated among the Metro Committees; 2) Foster cooperation between Metro Chairs, Liaisons, and other regional groups inside and outside the University; 3) Lead the development of programming for Alumni Weekend; 4) Manage the Alumni Law Society spending on events and assist Metro Committees and other regional programs with budget proposals; 5) Chair the Volunteer Committee; and 6) Substitute for the Vice-President as needed.

Section IV.10. Communications Officer
The duties of the Communications Officer shall be to: 1) Publish and manage non-ticketing content on the  Alumni Law Society website, as well as ticketing and registration for free Alumni Law Society events; 2) Follow up with persons planning free events about ticketing and registration data as needed; 3) Format mass e-mails whose body text has been referred to the Communications Officer for transmission to the membership, and send those e-mails to the appropriate segment of the membership; 4) For free Alumni Law Society events published on the website, and for any events announced via e-mail, ensure that the event descriptions supplied by the planners address necessary details such as date, time, location, subject matter, admission price, registration procedure, contact information, and appropriate credit for any organizations or persons who are co-sponsors or primary organizers of the event; 5) Check for and moderate user-submitted posts and articles on the website; 6) Moderate posts on the Alumni Law Society Facebook and LinkedIn groups; 7) Serve as a Head Administrator for the Alumni Law Society website; 8) Chair the Communications Committee; and 9) Substitute for the Program Chair as needed.

Section IV.11. Secretary
The duties of the Secretary shall be to: 1) Attend all meetings of the Board; 2) Prepare minutes of each Board meeting and circulate a draft of such minutes for comments with the next meeting notification; 3) Maintain a list of all current Directors with their contact information, date of election, expiration of Officer or Director term, and the leadership and committee roles each has served on the Board; 4) Notify Directors of all Board meetings; 5) Serve as a second Head Administrator for the Alumni Law Society website under the direction of the Communications Officer; 6) Maintain Board records in a location accessible to all current Directors and staff; 7) Fulfill the election duties assigned elsewhere in these bylaws; and 8) Substitute for the Communications Officer as needed.

Section IV.12. Gift Chair
The duties of the Gift Chair shall be to: 1) Chair the Fundraising Committee; and 2) Substitute for the Secretary as needed.

Section IV.13. Metro Chair
Metro Chairs shall lead the Metro Committees of cities or regions designated for representation and organization under Section III.2. They shall set their Metro Committees’ agendas; ensure that their Metro Committees accomplish the goals set forth in Section V.7; coordinate as needed with Alumni Relations staff and with the Officers; coordinate with the Board on fundraising initiatives; report on local activity at each meeting of the Board; and carry out requests from the Board. Metro Chairs must be Directors who reside in the cities or regions that they represent. They shall be elected at the same time and by the same procedure as Officers, as described in Section IV.2. However, if a Director is the only Director who resides in a city or region designated by the Board for representation and organization under Section III.2, then that Director shall automatically have the role of Metro Chair. The term of office as a Metro Chair is one Directorial term-year.

Section IV.14. Metro Co-Chair
Either the Board or a Metro Chair may appoint a Director as a Metro Co-Chair at any time during a Directorial term-year. Non-Directors may serve as Metro Co-Chairs with the consent of the Board. The Metro Chair may enlist the aid of the Nominating Committee and their own Metro Committee to identify and engage prospects for a Metro Co-Chair. Metro Co-Chairs shall have authority and responsibility over their Metro Committees equal to that of the Metro Chair as described in Section IV.13. The term of office as a Metro Co-Chair is one Directorial term-year. Appointment as Metro Co-Chair shall not of itself make a member into a Director. Any Metro Co-Chair may be removed from their position by the Board at any time, should the Board determine that it is in the best interests of the Alumni Law Society by simple majority vote.

Section IV.15. Liaisons
The Board may appoint up to two Liaisons to lead the Metro Committees of each city or region that has not been designated for representation and organization under Section III.2 but that nonetheless warrants organizing efforts. Liaisons shall set their Metro Committees’ agendas; ensure that their Metro Committees accomplish the goals set forth in Section V.7; coordinate as needed with Alumni Relations staff and with the Officers; coordinate with the Board on fundraising initiatives; report on local activity at each meeting of the Board; and carry out requests from the Board. Liaisons must be members or Directors who reside in the cities or regions that they represent. They shall be appointed at the same time and by the same election procedure as Officers, as described in Section IV.2. The term of office as a Liaison is one Directorial term-year. Either the Board or a Liaison may appoint a Co-Liaison with equal authority and responsibility for their Metro Committee. A Liaison may enlist the aid of the Nominating Committee and their own Metro Committee to identify and engage prospects for a Co-Liaison. Appointment as Liaison shall not of itself make a member into a Director. Any Liaison may be removed from their position by the Board at any time, should the Board determine that it is in the best interests of the Alumni Law Society by simple majority vote.

Section IV.16. Committee Co-Chair
An Officer may appoint a Director as a Co-Chair for the committee on which the Officer is a Chair. Non-Director Co-Chairs may serve with the consent of the Board. The Chair may enlist the aid of the Nominating Committee to identify and engage prospects for a Co-Chair. Appointment as Co-Chair shall not of itself make a member into a Director. The term of office as a Co-Chair is one Directorial term-year. Any Committee Co-Chair may be removed from their position by the Board at any time, should the Board determine that it is in the best interests of the Alumni Law Society by simple majority vote.

Section IV.17. Acting Officers
a) If an Officer position becomes vacant and no person has been elected to fill that vacancy immediately, then the Officer whose duty it is under Article IV to substitute for that vacant position shall act as that Officer until the Board elects a Director to fill the vacancy.

b) Succession as an Acting Officer does not relieve the successor of the office for which the successor was originally elected. A successor may enlist the aid of other Directors in the performance of the duties of either or both officer positions, but remains responsible for exercises of authority under both positions until the Board elects a replacement to fill at least one of the positions.

Section IV.18. Preparation for Succession
a) When an Officer’s current term as Director will end within one calendar month, that Officer shall share communications and details of current projects of their leadership position with the next person in the line of succession under Article IV whose current term as Director does not end in one calendar month.

b) When an Officer reasonably anticipates their own resignation, incapacity, or unavailability on the Board occurring within one calendar month, that Officer shall share communications and details of current projects of their leadership position with the next person in the line of succession under Article IV whose current term as Director does not end in one calendar month.

c) When a Metro Chair or Liaison's current term as Director will end within one calendar month, or when that leader reasonably anticipates their own resignation, incapacity, or unavailability on the Board within one calendar month, that leader shall attempt to share communications and details of current projects with a Metro Co-Chair or Co-Liaison, or failing that, an involved member of their Metro Committee. The Metro Chair or Liaison shall inform the Officers of the identity and e-mail contact info of this substitute.

ARTICLE V – COMMITTEES
 
Section V.1. Committees
The work of the Alumni Law Society shall be carried out in part by the Committees in this Article (the “Committees”). All Committees shall be established by the Board with such responsibilities as provided herein or as the Board may specify. All Committees appointed pursuant to this Section shall be subject to the direction and control of the Board and shall provide reports of all actions to the Board on a regular basis. Committee membership shall be open to all Alumni Law Society members, unless otherwise specified.

Section V.2. Nominating Committee
The Nominating Committee shall be tasked with: 1) Reaching out to potential new Alumni Law Society participants and ensuring the Secretary has their contact information; 2) Identifying potential leaders in other cities who may serve as Metro Chairs or Liaisons; 3) Recommending new candidates for vacant Director positions when deemed necessary by the Board; and 4) Fulfilling the election duties described in these By-Laws.

Section V.3. By-Laws Committee
The By-Laws Committee shall meet at least once a year, or in response to a change proposed by a Director, to review and recommend changes to the current By-Laws. The By-Laws Committee shall provide a copy of the current By-Laws to all Board members annually or when a change has been ratified. Its Chair shall see to the fulfillment of the By-Laws Committee's duties, and shall also be the Board's default consultant on whether a given course of action would accord with the By-Laws or with past resolutions of the Board.

Section V.4. Volunteer Committee
The Volunteer Committee shall further the Alumni Law Society mission by fostering members’ participation in volunteer opportunities, whether for the University directly or through other programs.

Section V.5. Communications Committee
The Communications Committee shall develop best practices and content, other than event announcements, for the Alumni Law Society e-mails, website articles, and social media posts.

Section V.6. Fundraising Committee
The Fundraising Committee shall propose, plan, and coordinate the Alumni Law Society fundraising campaigns. When the Board is not actively engaged in a fundraising campaign, the Fundraising Committee shall research potential campaigns and examine best practices.

Section V.7. Metro Committees
A Metro Committee plans programs and events to provide intellectual stimulation, foster awareness of the Alumni Law Society, and provide social opportunities for University alumni in its designated geographic area. They shall strive to develop programs that appeal to the broad, diverse character of University of Chicago alumni, but with particular focus on law—including its study, practice and development. Volunteers on a Metro Committee should: 1) Attend local meetings; 2) Recommend and plan events; 3) Coordinate with the Metro Chair or the Liaison and Alumni Relations staff on program logistics; and 4) Encourage attendance at all events. Any member of the Alumni Law Society may serve on a Metro Committee.

Section V.8. Appointment of Additional Committees
The Board may establish additional committees by resolution. Unless specified otherwise in a resolution, the chairs of these additional committees shall stand for re-election at the same time as Officers and according to the same protocol as delineated in Section IV.2. Unless specified otherwise in a resolution, such chairs shall stand for re-election annually.

Section V.9. Manner of Acting
The resolution of a majority of the members of a Committee appointed pursuant to this Article V present at a meeting of the Committee shall be a Committee resolution.

ARTICLE VI – INDEMNIFICATION
 
Section VI.1. Indemnification of Directors and Officers
The Alumni Association shall, to the fullest extent to which it is empowered to do so by any applicable laws as may be in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that that person is or was a Director or Officer of the Alumni Law Society , against all judgments, fines, liabilities, reasonable expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Section VI.2. Contract With The University of Chicago Alumni Association  
The provisions of this Article VI shall be deemed to be a contract between the Alumni Association and each Director or Officer who serves in any capacity at any time while this Article VI is in effect, and any repeal or modification of this Article VI shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

Section VI.3. Payment of Expenses in Advance
Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Alumni Association in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount.

Section VI.4. Insurance Against Liability
The Alumni Law Society may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Alumni Law Society, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Alumni Law Society would have the power to indemnify such person against such liability under the provisions of this Charter. Such insurance, if any, would be in addition to the coverage provided to Directors and Officers under the University’s policy.

Section VI.5. Other Rights of Indemnification
The indemnification provided or permitted by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executor and administrators of such person.

ARTICLE VII – MISCELLANEOUS

Section VII.1. Contracts
The Board may authorize any one or more Officers of the Alumni Law Society to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Alumni Law Society, but such authority shall be confined to specific instances.

Section VII.2. Fiscal Year
For accounting and related purposes, the fiscal year of the Alumni Law Society shall begin on the first day of July and end on the last day of June in each year.

Section VII.3. Methods of Notification
Notices required or permitted by these By-Laws may be given by telephone, personal service, electronic communication (email), written communication, or they may be given by U.S. postal mail, directed to the person for whom intended at the address appearing on the books of the Alumni Law Society.

Section VII.4. Amending the By-Laws
These By-Laws may be amended by a majority vote of the Board present at a meeting in which quorum has been established when a proposed change has been presented. Proposed changes may be presented by the By-Laws Committee.