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Bylaws
American Bar Endowment


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 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, and the slate of nominees for election as Directors, shall be published in the American Bar Association Journal, posted on the American Bar Endowment website, and, to the extent reasonably possible, transmitted by electronic means (including email or facsimile) not less than five or more than sixty 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 the American Bar Endowment website and, to the extent reasonably possible, transmitted by electronic means (including email or facsimile) not less than five nor more than sixty days before the date of the meeting.

Section 4. Fifty members shall constitute a quorum at any meeting. Voting by proxy shall not be permitted. Members must be present to vote; participation by conference telephone or other communication equipment shall not constitute attendance and will not be permitted.

Section 5. Any member who desires to bring an action or a resolution before the membership must first give written notice thereof to the Secretary. The Secretary shall provide the member with the form of a petition which must set forth the proposed action or resolution, be signed by fifty members of the Endowment, and be served upon the Secretary at least one hundred eighty (180) days prior to the meeting of members at which the action or resolution is to be presented. The Secretary shall promptly transmit any such petition to the Board of Directors.

Section 6. No action shall be taken by the members except at the annual meeting or a duly called special meeting.


ARTICLE II
Directors

Section 1. The affairs of the Endowment shall be managed by a Board of Directors of an odd number of not fewer than eleven (11) nor more than fifteen (15) Directors, as determined by the Board from time to time. Commencing immediately after the annual meeting of the members in 2017, the Board of Directors will be divided into five (5) classes, as nearly equal in number as reasonably possible, of two (2) to three (3) Directors per class. Any Director (a) elected at or after the 2017 annual meeting of the members shall be elected to serve for a term of five (5) years, each to expire at the fifth succeeding annual meeting of the members after their election and until his or her successor shall have been duly elected and qualified, (b) elected prior to the 2017 annual meeting of the members shall continue to serve out his or her current term and until his or her successor shall have been duly elected and qualified. No Director shall be eligible for re-election after serving two (2) consecutive full five-year terms, with the exception that an incumbent Director at the 2017 annual meeting of the members who is in his/her second five (5) year term may be elected to one (1) more full five-year term. A decrease in the number of Directors will not shorten the existing term of an incumbent Director. To be eligible to serve as a Director, a person must (a) be a member of the Endowment, and (b) not be, nor have been at any time in the two (2) years immediately prior to election as a Director, (i) an officer, (ii) a member of the governing board, or (iii) a program or committee member or officer, of any organization (or program or committee of such organization) that has received a grant from the Endowment in the two (2) years immediately prior to such election.

Section 2. Directors will be elected to fill open positions by the members at the annual meeting of the members from a slate of nominations made as follows: (a) one nominee will be named to the slate by the Board of Governors of the American Bar Association, and (b) all other nominees will be named to the slate upon recommendation from the Endowment Nominating Committee and after approval by the Endowment Board of Directors.

Section 3. A majority of the whole Board of Directors shall constitute a quorum.

Section 4. If any vacancy occurs 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.

Section 5. 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. 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 (5) 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 Board of Directors shall have an Executive Committee, consisting of the President, Vice President, Treasurer and Secretary of the Endowment, which except as may otherwise be provided in the Illinois General Not for Profit Corporation Act, shall have and exercise the authority of the Board in the management of the Endowment during intervals between meetings of the Board. The minutes of all proceedings of the Executive Committee shall be recorded in writing by the Secretary and shall be promptly served upon all Directors.

Section 7. The Endowment Nominating Committee shall consist of the following members: the President of the Endowment, the Vice President of the Endowment (or one other member of the Endowment Board designated by the President), and the Chair of the House of Delegates of the American Bar Association.

Section 8. Other committees of the Board may be established from time to time by the Board, the members of which shall be approved by the Board, and serve at the pleasure of the Board. From time to time, the Board may designate other advisory committees, the members of which will be appointed by the Board.


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 (1) year commencing upon the adjournment of the annual meeting of the members of the American Bar Endowment during which they are elected and until their successors shall have been elected and qualified. Only Directors may 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.

Section 3. The Board of Directors may appoint assistants to the officers who serve at the pleasure of the Board and whose duties shall be designated from time to time by the officer being assisted or by the Board.


ARTICLE IV
Gifts, Donations and Bequests

Section 1. Gifts, donations and bequests may be given directly to the Endowment with directions that the principal or the income therefrom shall be used for certain specified purposes, or the principal of such gift, donation or bequest may be given to some other person, corporation or trustee with instructions that the income therefrom shall either be paid to the Endowment or disbursed in accordance with the instructions of the Board of Directors of the Endowment, provided, however, that the uses and purposes of all such gifts, donations and bequests, either of income or principal, shall be in accord with the purposes specified in the Articles of Incorporation.

Section 2. Unless some special purpose accompanies such gift, donation or bequest, the Board of Directors of the Endowment may disburse the income for the purpose specified in the Articles of Incorporation.

Section 3. Unless prohibited by the terms of the gift, donation or bequest, the Endowment may by vote of four-fifths (4/5) of the Directors then in office expend the principal of any gift, donation or bequests, for any or all of the purposes specified in the Articles of Incorporation.

Section 4. The Board of Directors shall have the authority and power to establish a charitable gift fund within the Endowment as a means for members to make lifetime testamentary contributions to be used for charitable purposes in accord with the purposes of the Endowment specified in its Articles of Incorporation. The Board of Directors, in its discretion, may establish by resolution from time to time the terms and provisions for the organization and operation of the charitable gift fund. Notwithstanding Sections 2 and 3 of this Article IV, the income and principal of gifts, donations and bequests to such a charitable gift fund of the Endowment may be expended or disbursed by conditions established from time to time by the Board of Directors for such charitable gift fund. If such a charitable gift fund is created, the Board of Directors shall have the power to modify any restriction or condition on the distribution of funds from the charitable gift fund for any specified charitable purposes or to any specified organization if in the sole judgment of the Board of Directors (without the necessity of the approval of any participating trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community or area served by the specified purpose or organization, and the Board of Directors shall have the power to transfer the assets of such charitable gift fund to a separate charitable trust or nonprofit corporation if, in its sole discretion, it determines such action to be in the best interests of the Endowment. The Board of Directors shall have the power to replace any participating trustee, custodian, or agent of the charitable gift fund for any reason, including but not limited to a breach of fiduciary duty under the laws of the State of Illinois or a failure to produce a reasonable return of net income over a reasonable period of time, as determined by the Board of Directors in accordance with applicable Treasury Regulations.


ARTICLE V
Staff and Agents

Section 1. The Board of Directors in behalf of the Endowment may employ a staff to assist it in implementing its management of the affairs of the Endowment, and may retain the services of one or more agents to provide such additional services as the Board deems necessary or convenient in further implementation thereof, including, without limitation, the carrying on of its investment program, the purchase and sale of securities and investments, the custody of all securities and investments, and the auditing of the Endowment's accounts and records.


ARTICLE VI
Books of Account

Section 1. All books and records of the Endowment may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. The books of account shall be audited annually by Certified Public Accountants selected from time to time by the Board of Directors.


ARTICLE VII
Fiscal Year

Section 1. The fiscal year of the Endowment shall begin on the first day of July in each year and end on the last day of June in the succeeding year.


ARTICLE VIII
Indemnification

Section 1. The Directors, Directors Emeriti, officers, employees and agents of the Endowment shall be indemnified by the Endowment to the fullest 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 Bylaws

Section 1. These Bylaws may be amended by a majority vote of the members present at any annual meeting of the members, provided that the notice of annual meeting includes a statement of the intention to amend the Bylaws and a reference to the proposed amendment, and the full text of the proposed amendment has been posted upon the American Bar Endowment website not less than thirty (30) days before the meeting.

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



ApprovedAugust 25, 1958
Amended August 8, 1966
Amended August 12, 1970
Amended August 8, 1977
Amended August 6, 1984
Amended August 8, 1987
Amended August 5, 1997
Amended July 10, 2000
Amended August 13, 2007
Amended August 11, 2008
AmendedAugust 7, 2016
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