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2017 ANNUAL MEETING OF MEMBERS NOTICE

The Annual Meeting of the Members of the American Bar Endowment will be held on Monday, August 14, 2017 at 8:45 a.m. at the New York Hilton Midtown, Ballroom Level, in the Grand Ballroom.  In addition to the election of Board members, ABE members will be asked to vote on amendments to the ABE bylaws. Two proposed alternatives will be before the members. One set of amendments is being proposed by the ABE Board of Directors and the other set is being proposed by some individual members of the ABE.

The two nominees for election as Directors of the American Bar Endowment are Jonathan Cole,  of Baker Donelson, Nashville, Tennessee, and Palmer Gene Vance II of Stoll Keenon Ogden PLLC, Lexington, Kentucky, each being nominated to serve for a second term.

The full text of the proposed bylaw amendments  are below. See also the text of the proposed petition submitted by Certain ABA Members.



ABE Proposed Amendments

ARTICLE I:  Members

 

Section 1.  The members of the Endowment shall be the persons who from time to time constitute the members in good standing of the American Bar Association. The Board of Directors may from time to time establish such other class or classes of members of the Endowment comprised of other persons deemed by the Board to have an appropriate relationship with the American Bar Association. In so acting, the Board shall prescribe the privileges thereof and shall retain the authority to discontinue any such call class of members at any time.

Section 2.  The annual meeting of the members, for the election of Directors and the transaction of such other business as may come before the meeting, shall be held during and in the same city as the annual meeting of the American Bar Association. Notice of the day, time and place of the annual meeting of the members shall be published in the American Bar Association Journal, posted on website of the American Bar Endowment and, to the extent reasonably possible, transmitted by electronic means (including email or facsimile) and mailed, or otherwise printed and mailed, to all members in good standing not less than five or more than forty days before the date of the meeting.


Section 3.  Special meetings of the members may be held at such time and place within or without the state of incorporation as the President or the Board of Directors may from time to time determine. Notice of the day, time and place of any such special meeting and the purpose or purposes for which the meeting is called shall be published in the American Bar Association Journal, posted on website of the American Bar Endowment and to the extent possible, transmitted by electronic means (including email or facsimile) and mailed, or otherwise printed and mailed, to all members in good standing not less than five nor more than forty days before the date of the meeting.

 

ARTICLE II:  Directors


Section 1.  The affairs of the Endowment shall be managed by a Board of fifteen fourteen Directors as follows: ten Directors elected by the members; two Directors appointed by the Board of Governors of the American Bar Association; and two ex officio Directors with full voting rights selected by the ABA President from among the ABA officers for the duration of their terms as officers. Five of the Board of Directors shall be ex officio: the President, President-Elect, Treasurer, and Chair of the House of Delegates of the American Bar Association and the President of the American Bar Foundation. Two of the remaining ten Directors shall be elected annually by the members to hold office for a term of five years, commencing The terms of all Directors shall commence upon the adjournment of the annual meeting of the American Bar Association during which they are elected or appointed and until their successors shall have been elected and qualified.  To be eligible for election, a person must be a member of the Endowment who is less than 70 years of age when elected and who has not previously been elected and served as a Director for three full terms, or in the event that a Director has served one or more partial terms, their total years of service as a Director shall not exceed twenty (20) years. The twenty (20) year service limit shall apply to Directors elected after August 13, 2007. Directors elected by the members shall serve five-year terms and may not serve for more than two terms or ten years with the exception that any Director in office and currently in line to serve as President at the time these amended bylaws are adopted will be able to be elected and serve through the end of his or her term as President. To create a staggered rotation of Directors, two member-elected Directors shall be elected each year to five year terms by the members. The Directors in office at the time these amended bylaws are adopted will remain in office for their current terms and the Board shall implement a schedule for rotation of the Board to maintain the staggered election schedule. ABA-appointed Directors shall be appointed to five-year terms and may serve a total of two terms or ten years. To create a staggered rotation, the ABA Board of Governors and President will initially appoint two Directors, one to a four year term and one to a five year term. To be eligible to serve as a Director, a person must be a member of the Endowment.

 

Section 2.  A majority of the whole Board of Directors shall constitute a quorum. Notwithstanding the foregoing, the ex-officio members of the Board of Directors who are absent from any regular or special meeting shall not be counted in determining the number required for a quorum. Ex-officio Directors shall not vote on matters related to grant policy, grant awards or on recommendations to the members for changes in the By-laws affecting the composition of the Board of Directors.


Section 3. If any vacancy occurs among the elected in the Board of Directors, the remaining Directors by majority vote shall elect an eligible person to fill such vacancy until the next meeting of members, at which meeting the members shall elect an eligible person for the remainder of the term in respect of which the vacancy occurred. If any vacancy occurs among the appointed Directors, the person or entity responsible for the appointment will appoint an eligible person to fill the vacancy for the remainder of the term.

 

Section 4.  One regular meeting of the Board of Directors shall be held each year following the adjournment of the annual meeting of the members. Additional regular meetings may be established by the Board. Special meetings may be held upon the call of the President, the Vice President, or any three Directors who are not Directors ex-officio. Notice of the time and place of each meeting of the Board shall be sent by mail or e-mail to each Director not less than five days before such meeting is to be held. Any Director may waive notice of any meeting. Any meeting, however called, for which there is a Waiver of Notice signed by all of the Directors, shall be deemed a valid meeting. Any action which is required to be taken or which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Directors.


Section 6.  The Nominating Committee shall consist of the following members of the Endowment Board: the President of the Endowment, the Vice President of the Endowment (or one other member of the Endowment Board who is not a Director ex-officio designated by the President), and the Chair of the House of Delegates of the American Bar Association. The Nominating Committee shall consist of four members serving for annual terms ending at the conclusion of the ABA Annual Meeting, two appointed by the Board of Directors of the ABE and two appointed by the Board of Governors of the ABA, one of whom will be the Chair of the House of Delegates of the ABA. The Nominating Committee will identify potential candidates to serve as elected Directors and submit those names to the ABE members, subject to the prior approval of the Board of Governors of the ABA and the Board of Directors of the ABE. If the Board of Governors and the Board of Directors do not approve the recommended candidates, the Nominating Committee will identify and propose different candidates. If the Board of Governors and the Board of Directors still do not approve the Nominating Committee’s recommendations, the Board of Governors and the Board of Directors each shall identify and submit to the ABE members the names of potential candidates for election.

 

Section 7. Other committees may be established by resolution, and members of each committee shall be appointed by the President. Any committee member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Endowment shall be served by such removal.

 

Section 7.  A Director or former Director who has served as such for at least ten years and is no longer eligible for election as a Director may be elected by the Board of Directors as a Director Emeritus. A Director Emeritus serves in that capacity at the pleasure of the Board for not more than five years, provided the Director Emeritus continues to be a member of the Endowment, with such duties and privileges as the Board or the President may prescribe, but without the right to vote.


ARTICLE III: Officers

 

Section 1.  The officers shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall be elected annually by the Board of Directors and shall hold office for the term of one year commencing upon the adjournment of the annual meeting of the American Bar Association during which they are elected and until their successors shall have been elected and qualified. Only Directors may be elected or serve as officers. Ex-officio Directors shall not be elected or serve as officers. All officers authorized to sign checks or withdraw funds shall furnish a fiduciary bond in such amount as the Board may determine at the expense of the Endowment.

 

ARTICLE VIII: Indemnification

Section1. The Directors, Directors Emeriti, officers, employees and agents of the Endowment shall be indemnified by the Endowment to the fullest extent permitted by the Illinois General Not for Profit Corporation Act, without limitation upon any other right to indemnification to which any of them may otherwise be entitled, and the Board of Directors may authorize the purchase of insurance by the Endowment in behalf of any such Directors, Directors Emeriti, officers, employees or agents against any liability asserted against any one or more of them in such capacity or arising from his, her or their status as such whether or not the Endowment would have the power to indemnify him or them against such liability under the provisions of the Act.

 

ARTICLE IX: Amendments to By-Laws

 

Section1.  These By-Laws may be amended by a majority vote of the members present at any annual or special meeting of the members, provided notice of intention to amend and the substance of the proposed amendment is included in the notice of the meeting given in accordance with Article I, Section 2 or Section 3 (as applicable), not less than five nor more than forty days before any such meeting.  has been published in the American Bar Association Journal and mailed, or otherwise printed and mailed, to all members in good standing not less than five nor more than forty days before any such meeting. .  No amendment shall alter substantially the general objects set forth in the Articles of Incorporation.

Section 2.  No amendment shall alter substantially the general objects set forth in the Articles of Incorporation.

 

Alternative Amendments Proposed by Certain ABA Members

 

ARTICLE I:  Members

 

 Section 1.  The members of the Endowment shall be the persons who from time to time constitute the members in good standing of the American Bar Association. The Board of Directors may from time to time establish such other class or classes of members of the Endowment comprised of other persons deemed by the Board to have an appropriate relationship with the American Bar Association. In so acting, the Board shall prescribe the privileges thereof and shall retain the authority to discontinue any such call class of members at any time.

Section 2.  The annual meeting of the members, for the election of Directors and the transaction of such other business as may come before the meeting, shall be held during and in the same city as the annual meeting of the American Bar Association. Notice of the time and place of the annual meeting of the members shall be published in the American Bar Association Journal, posted on the website of the American Bar Endowment and emailed and mailed, or otherwise printed and mailed, to all members in good standing not less than five or more than forty days before the date of the meeting.

Section 3.  Special meetings of the members may be held at such time and place within or without the state of incorporation as the President or the Board of Directors may from time to time determine. Notice of the time and place of any such special meeting and the purpose or purposes for which the meeting is called shall be published in the American Bar Association Journal, posted on the website of the American Bar Endowment and emailed and mailed, or otherwise printed and mailed, to all members in good standing not less than five nor more than forty days before the date of the meeting.


ARTICLE II:  Directors

 

Section 1.  The affairs of the Endowment shall be managed by a Board of nine Directors approximately half of whom shall be appointed annually by the ABA’s Board of Governors, or their designee(s), at the Annual Meeting of the American Bar Association and shall hold office for a term of two years, commencing upon the adjournment of the annual meeting of the ABA’s Board of Governors during which they are appointed and continuing until their successors shall have been appointed and qualified. In order to create a staggered set of terms, five Directors shall initially be appointed for a one year term and four Directors shall be appointed to a two year term. No Director shall serve for more than four consecutive years in office; provided, however, that officers may serve additional terms.

 

Section 1.  The affairs of the Endowment shall be managed by a Board of fifteen Directors. Five of the Board of Directors shall be ex officio: the President, President-Elect, Treasurer, and Chair of the House of Delegates of the American Bar Association and the President of the American Bar Foundation. Two of the remaining ten Directors shall be elected annually by the members to hold office for a term of five years, commencing upon the adjournment of the annual meeting of the American Bar Association during which they are elected and until their successors shall have been elected and qualified. To be eligible for election, a person must be a member of the Endowment who is less than 70 years of age when elected and who has not previously been elected and served as a Director for three full terms, or in the event that a Director has served one or more partial terms, their total years of service as a Director shall not exceed twenty (20) years. The twenty (20) year service limit shall apply to Directors elected after August 13, 2007.

 

Section 2.  A majority of the whole Board of Directors shall constitute a quorum. Notwithstanding the foregoing, the ex-officio members of the Board of Directors who are absent from any regular or special meeting shall not be counted in determining the number required for a quorum. Ex-officio Directors shall not vote on matters related to grant policy, grant awards or on recommendations to the members for changes in the By-laws affecting the composition of the Board of Directors.

 

Section 3. If any vacancy occurs in the Board of Directors, the ABA’s Board of Governors, or their designee(s), shall appoint an eligible person to fill the remainder of the term remaining Directors by majority vote shall elect an eligible person to fill such vacancy until the next meeting of members, at which meeting the members shall elect an eligible person for the remainder of the term in respect of which the vacancy occurred.

 

Section 4. One regular meeting of the Board of Directors shall be held each year following the adjournment of the annual meeting of the members. Additional regular meetings may be established by the Board. Special meetings may be held upon the call of the President, the Vice President, or any three Directors who are not Directors ex-officio. Notice of the time and place of each meeting of the Board shall be sent by mail or e-mail to each Director not less than five days before such meeting is to be held. Any Director may waive notice of any meeting. Any meeting, however called, for which there is a Waiver of Notice signed by all of the Directors, shall be deemed a valid meeting. Any action which is required to be taken or which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Directors.

 

Section 6.  The Nominating Committee shall consist of the following members of the Endowment Board: the President of the Endowment, the Vice President of the Endowment (or one other member of the Endowment Board who is not a Director ex-officio designated by the President), and the Chair of the House of Delegates of the American Bar Association. Other committees may be established by resolution, and members of each committee shall be appointed by the President. Any committee member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Endowment shall be served by such removal.

 

Section 7.  A Director or former Director who has served as such for at least ten years and is no longer eligible for election as a Director may be elected by the Board of Directors as a Director Emeritus. A Director Emeritus serves in that capacity at the pleasure of the Board for not more than five years, provided the Director Emeritus continues to be a member of the Endowment, with such duties and privileges as the Board or the President may prescribe, but without the right to vote.


ARTICLE III: Officers

 

Section 1.  The officers shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall be appointed annually by the ABA’s Board of Governors, or their designee(s), elected annually by the Board of Directors and shall hold office for the term of one year commencing upon the adjournment of the annual meeting of the ABA’s Board of Governors American Bar Association during which they are elected appointed and until their successors shall have been elected appointed and qualified. Only Directors may be elected appointed or serve as officers. Ex-officio Directors shall not be elected or serve as officers. All officers authorized to sign checks or withdraw funds shall furnish a fiduciary bond in such amount as the Board may determine at the expense of the Endowment.

 

Section 2.  The duties of such officers shall be such as usually attached to such offices, and, in addition thereto, such further duties as shall be designated from time to time by the Board of Directors.


ARTICLE VIII: Indemnification

 

Section1. The Directors, Directors Emeriti, officers, employees and agents of the Endowment shall be indemnified by the Endowment to the fullest extent permitted by the Illinois General Not for Profit Corporation Act, without limitation upon any other right to indemnification to which any of them may otherwise be entitled, and the Board of Directors may authorize the purchase of insurance by the Endowment in behalf of any such Directors, Directors Emeriti, officers, employees or agents against any liability asserted against any one or more of them in such capacity or arising from his, her or their status as such whether or not the Endowment would have the power to indemnify him or them against such liability under the provisions of the Act.


ARTICLE IX: Amendments to By-Laws

 

Section1.  These By-Laws may be amended by the ABA’s Board of Governors. A majority vote of the members present at any annual meeting of the members, provided notice of intention to amend and the substance of the proposed amendment has been published in the American Bar Association Journal and mailed, or otherwise printed and mailed, to all members in good standing not less than five nor more than forty days before any such meeting. No amendment shall alter substantially the general objects set forth in the Articles of Incorporation.

 

Petition submitted for consideration by Certain ABA Members:

RESOLVED, the members of the American Bar Endowment hereby (i) adopt the Amended and Restated Bylaws of the American Bar Endowment attached hereto as Exhibit A-1; (ii) remove the current Officers and Directors of the ABE; (iii) authorize and direct the Board of Governors of the American Bar Association to appoint new Officers and Directors; and, (iv) further resolve that all such actions, including the appointment of new Officers and Directors, take effect immediately upon approval of this Resolution

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