Fellows Bylaws
Name and Purposes
Section 1.01. Name.
The name of this organization is "The Fellows of the American Bar Foundation" ("The Fellows").
Section 1.02. Purposes.
The purpose of The Fellows is to support the program of the American Bar Foundation ("Foundation") and to contribute to the attainment of the objectives for which the Foundation was organized, including: the study, improvement, and facilitation of the administration of justice and the rule of law; the promotion of the study of law and research thereon; the continuing education of lawyers and judges; the publication and distribution of addresses, reports, treatises, and other works on legal subjects; the maintenance of a law library and research center; and the promotion of suitable standards of legal education.
Privileges of Fellows
Section 2.01. Distinction and Honor.
Election as a State Fellow, Fellow-At-Large or International Fellow, each as defined below, is evidence of professional distinction and constitutes a professional honor. Each Fellow shall be privileged to participate in the activities of The Fellows.
Section 2.02. Privileges.
Each Fellow shall receive a copy of the Annual Report of the Foundation and shall enjoy such other privileges as may from time-to-time to be accorded by the Foundation. A Fellow may at any time recommend new programs or research projects for consideration by the Foundation.
The Fellows
Section 3.01. Generally.
There shall be five (5) categories of Fellows as provided in Section 3.02. As used in these bylaws, the term "Fellows" shall mean any person who is a Fellow in any one of those categories. Fellows are elected by the Board of Directors of the Foundation upon recommendation and/or nomination of the officers of The Fellows.
Section 3.02. Categories and Quotas of Fellows.
A. State Fellows.
1. Defined. State Fellows, at the time of the election to State Fellows, shall be members in good standing of the American Bar Association ("ABA") and in good standing to practice law in the jurisdiction in which they are admitted to practice law. State Fellows shall be elected to membership in The Fellows by nomination from any of the 50 states, District of Columbia, Guam, Commonwealth of the Northern Mariana Islands, Puerto Rico and United States Virgin Islands, each of which shall constitute a jurisdiction.
2. Quota. The number of State Fellows in each jurisdiction shall not exceed one-third (1/3) of one percent (1%) of the lawyer population (as defined below) of such jurisdiction, as certified by the agency having responsibility for the registration and licensing of lawyers, or in the absence of such agency, as certified by the state or jurisdictional bar association for that jurisdiction except that there shall be allocated to each jurisdiction, except Guam and Commonwealth of Northern Mariana Islands, a minimum of fifteen (15) State Fellows and to each of Guam and the Commonwealth of Northern Mariana Islands, a minimum of five (5) State Fellows. The quota of State Fellows for each jurisdiction shall be adjusted at intervals of not more than three (3) years to conform to the lawyer population of each jurisdiction. Life Fellows are not included in the number of State Fellows. The term “lawyer population” for purposes of determining quotas only, shall mean only those persons who are active members in good standing and qualified to practice law on a full-time basis in the jurisdiction in which they are admitted to practice law and shall not include either inactive lawyers or lawyers who are admitted pro hac vice to practice in that jurisdiction.
B. Fellows-At-Large.
1. Defined. Fellows-At-Large shall be any of the following: (a) a State Fellow who has transferred out of his or her state of original jurisdiction or out of the United States and has relinquished his or her affiliation to the original jurisdiction and has not yet gained a new state affiliation; (b) a person who, at the time of his or her election as a Fellow-At-Large, is a member in good standing of the ABA and in good standing to practice law in the state jurisdiction from which he or she is admitted to practice law, but not residing in that state jurisdiction at the time of nomination and election as a Fellow-At-Large; (c) a person who, at the time of his or her election as a Fellow-At-Large, is qualified to be a State Fellow in the jurisdiction in which he or she resides, but whose jurisdiction has filled its quota of State Fellows at the time of nomination and election; or (d) any person who (i) is a member in good standing of the ABA and in good standing to practice law in the jurisdiction in which he or she is admitted to practice law and (ii) is nominated by unanimous vote of the officers of The Fellows as a Fellow-At-Large and thereafter elected as a Fellow-At-Large by the Board of Directors of the Foundation.
2. Quota. The number of Fellows-At-Large at any one time is limited to four hundred (400). Life Fellows are not included in the number of Fellows-At-Large.
C. International Fellows.
1. Defined. International Fellows shall be members in good standing of the ABA as International Law Associates and members in good standing to practice law in the foreign jurisdiction in which they are admitted to practice law.
2. Quota. The number of International Fellows at any one time shall be limited to three hundred (300). Life Fellows are not included in the number of International Fellows.
D. Life Fellows.
1. Defined. A Life Fellow shall be any Fellow who has graduated to the status of Life Fellow from the status of State Fellow, Fellow-At-Large or International Fellow as provided in Sections 5.02 and 5.03 hereof.
2. Quota. There is no quota for Life Fellows.
E. Honorary Fellows.
1. Defined. The Board of Directors of the Foundation may, at any time, after nomination or recommendation from the officers of The Fellows, elect a person from the legal or judicial profession to the status of Honorary Fellow. 2. Annual Quota. A maximum of two (2) persons may be elected annually as Honorary Fellows. Of those persons, one may be from a nation other than the United States of America. Other than the annual maximum of two (2) persons, there is no quota for total membership as an Honorary Fellow.
Selection and Qualifications of Fellows
Section 4.01. General Qualifications.
Each Fellow must be recognized as a person of outstanding achievement and of high character in the jurisdiction or nation in which such Fellow practices or is entitled to practice as a lawyer, judge, teacher, or legal scholar.
State Fellows, Fellows-At-Large, and Honorary Fellows who are citizens of the United States, must have demonstrated their dedication to (a) the objectives of the ABA as set out in its Constitution, (b) upholding and defending the Constitution of the United States, (c) maintaining the ideals of representative government and the rule of law, (d) advancing the science of jurisprudence, (e) promoting the administration of justice and uniformity of legislation and judicial decisions throughout the United States, (f) upholding the honor of the judicial and legal professions, and (g) applying knowledge and experience in the field of law to the promotion of public good.
International Fellows and Honorary Fellows who are not citizens of the United States must have demonstrated their dedication to (a) upholding and defending the ideals of representative government and the rule of law, (b) advancing the science of jurisprudence, (c) promoting the administration of justice and uniformity of legislation and judicial decisions within their respective countries, (d) upholding the honor of the judicial and legal professions, and (e) applying knowledge and experience in the field of law to the promotion of public good.
Section 4.02. Selection of State Fellows.
A. Regional Chairs.
The officers of The Fellows shall select one (1) Fellow to serve as a Regional Chair from each of the three (3) geographical regions of the fifty-five (55) jurisdictions from which a State Fellow may be elected. The officers of The Fellows shall divide the fifty-five (55) jurisdictions into a Central Region, an Eastern Region, and a Western Region. The three (3) Regional Chairs so selected shall have the responsibility of oversight and ongoing communication with the State Chairs within their respective regions. Regional Chairs may serve at the pleasure of The Fellows officers, but not serve longer than six (6) consecutive years in that position. A Regional Chair shall not concurrently serve as a State Chair.
B. State Chairs.
The officers of The Fellows shall select from each jurisdiction a State Chair of the members of The Fellows of that jurisdiction. The officers of The Fellows may, when appropriate, also appoint Co-Chairs or Vice-Chairs of the members of The Fellows of that jurisdiction. The State Fellows from each jurisdiction are encouraged to make recommendations to the officers of The Fellows for the positions of State Chair, Co-Chair, or Vice-Chair of their respective jurisdictions.
The term of the State Chair shall be for a period of three (3) years. The State Chair may be re-elected for an additional three (3) year period, but in no event shall a State Chair serve longer than six (6) consecutive years in that position. A State Chair may be removed, at the discretion of the officers of The Fellows, if the state quota of the members of the State Fellows falls below sixty percent (60%) of the quota for that jurisdiction. Any vacancy resulting from death, disability, or resignation of a State Chair, Co-Chair or Vice-Chair, shall be filled by the officers of The Fellows.
C. Nomination of Prospective State Fellows.
Nominations to fill vacancies in the quota of State Fellows shall be made by the State Chair, unless such jurisdiction has a nominating procedure that has been approved by the officers of The Fellows. If a nominating procedure exists which has been approved by the officers of The Fellows, the nomination will be made in accordance with that procedure. State Chairs are encouraged to have a nominating procedure to nominate persons to the membership of The Fellows. Nominations shall be forwarded to the officers of The Fellows and shall be accompanied by sufficient information to justify the recommendation by the officers of The Fellows and election of the nominees by the Board of Directors of the Foundation.
D. Notice to State Chairs.
The State Chairs shall be advised twice each year of the number constituting the quota of Fellows for their respective jurisdictions and the names of the State Fellows of their jurisdictions. The mailing of this information shall constitute a notice of the vacancies of State Fellows existing in the jurisdiction. If the nominations to fill vacancies are not made meanwhile by the Fellows of each jurisdiction, vacancies may be filled by action of the Board of Directors of the Foundation, upon nomination or recommendation of the officers of The Fellows, at any time after the expiration of six (6) months following the first such notice of vacancies.
E. Organization of State Fellows.
The State Fellows in any jurisdiction may organize for the purpose of conducting functions and furthering the work and objectives of The Fellows, and in so doing may adopt bylaws for their organization for their internal governance, subject to the approval of the officers of The Fellows. The bylaws of any state membership shall be consistent with the Articles of Incorporation of the Foundation, the bylaws of the Foundation, and the bylaws of The Fellows.
Section 4.03. Selection of Fellows-At-Large.
A. A State Fellow who has transferred out of his or her state of original jurisdiction or out of the United States and has relinquished his or her Fellow affiliation to such original jurisdiction and has not yet gained a Fellow affiliation with another state jurisdiction, shall, at the time of relinquishment of his or her affiliation to such original jurisdiction, become a Fellow-At-Large, and such person may regain the status of State Fellow upon exercising his or her option to become a State Fellow in a new jurisdiction in which such person would otherwise be qualified to be a State Fellow;
B. A person qualified to be a Fellow-At-Large who at the time of proposed election resides out of the state jurisdiction in which he or she was admitted to practice law may be nominated as a Fellow-At-Large by an officer of The Fellows;
C. A person who resides in a state jurisdiction and is otherwise qualified as a State Fellow, except that the quota for that state jurisdiction in which the prospective Fellow resides and/or is admitted to practice law is full, may be nominated as a Fellow-At-Large by the relevant State Chair of The Fellows or by an officer of The Fellows; and
D. Any person who is in good standing as a member of the ABA and in the jurisdiction in which such person is qualified to practice law may be nominated by unanimous vote of the officers and thereafter elected by the Board of Directors of the Foundation. A person who becomes a Fellow-At-Large through this procedure may become a State Fellow when (i) there is a vacancy in the state jurisdiction in which the Fellow-At-Large may otherwise be nominated as a State Fellow and (ii) the State Chair of such jurisdiction approves the change of status to a State Fellow of such jurisdiction and so notifies the Director of The Fellows.
Section 4.04. Selection of International Fellows.
The officers of The Fellows may appoint a person as a Chair of the International Fellows. Any person desiring to be an International Fellow may request to be nominated by the Chair of the International Fellows or by the officers of The Fellows. The Chair of the International Fellows shall promptly act upon the request, and make a recommendation to the officers of The Fellows, who shall thereafter make its recommendation to the Board of Directors of the Foundation.
Section 4.05. Transfer of Fellow Status.
A. Transfer to Another Jurisdiction.
Whenever a State Fellow moves permanently from one jurisdiction to another, a State Fellow shall have the option of becoming a State Fellow of the new jurisdiction of residence or remaining as a State Fellow in the old jurisdiction of residence. If such State Fellow elects to retain his or her membership in the old jurisdiction of residence, he or she may do so and no vacancy shall be created in that jurisdiction. If the State Fellow elects to have his or her status as a State Fellow transferred to the new jurisdiction, such State Fellow may do so and fill a vacancy that may exist in the new jurisdiction; provided, however, if at the time of transfer the quota of the new jurisdiction is filled, that State Fellow may become a State Fellow in the new jurisdiction without being charged to the quota of the jurisdiction, until such time as a vacancy occurs in the new jurisdiction, at which time the State Fellow shall automatically fill such vacancy.
B. Transfer from Fellow-At-Large Status.
If a person holds the status of Fellow-At-Large because the particular jurisdiction in which he or she practices law has a full quota of State Fellows when the Fellow-At-Large was elected, such Fellow-At-Large may, at his or her option, gain the status of a State Fellow when a vacancy in that jurisdiction occurs.
Section 4.06. Removal of Fellows.
Any Fellow who ceases to be a member in good standing of the bar of any jurisdiction as a consequence of disciplinary action (such action having become final), as certified by the appropriate agency having jurisdiction over the registration or licensing of lawyers, or the state bar of the jurisdiction, shall automatically cease to be a Fellow. Any Fellow who voluntarily retires or relinquishes his or her license to practice law voluntarily and at the time of such resignation or relinquishment is a member in good standing of that jurisdiction shall continue as a Fellow and be recognized as a Fellow from that jurisdiction.
Contributions of The Fellows
Section 5.01. Annual Contributions.
Each State Fellow, Fellow-At-Large or International Fellow elected before December 31, 2002, is expected to contribute to the Foundation a minimum of Two Hundred Dollars ($200) per year for a minimum of ten (10) consecutive years.
Any State Fellow, Fellow-At-Large or International Fellow elected after January 1, 2003, is expected to contribute to the Foundation a minimum of Two Hundred Fifty Dollars ($250) per year for a minimum of ten (10) consecutive years.
Membership in The Fellows is based upon the calendar year. Each member shall be billed for the ensuing year in September of the preceding year and in no event shall payment for a membership year be made later than July 1st of the membership year. Any State Fellow, Fellow-At-Large or International Fellow who fails to make an annual contribution on or before July 1st of the membership year shall automatically cease to be a Fellow and shall be under no obligation to make further contributions; provided, however, that the Board of Directors of the Foundation may, in its discretion, extend the maturity of any such installments.
Contributions for more than one year may be made at any time. In the event of the resignation or death of a State Fellow, Fellow-At-Large or International Fellow, there shall be no continuing obligation to make any further contributions. In no event shall the Foundation be required to refund to any State Fellow, Fellow-At-Large or International Fellow any contribution or part thereof.
Section 5.02. Life Fellows.
Any State Fellow, Fellow-At-Large or International Fellow who makes contributions to the Foundation aggregating ten (10) times the amount of such Fellow's annual contribution at the time of such Fellow's election, shall automatically become a Life Fellow.
Upon reaching the status of a Life Fellow, a Fellow will no longer be considered within the category of a State Fellow, Fellow-At-Large, or International Fellow. Life Fellows shall constitute a separate category. Persons who are Life Fellows are not obligated to make contributions to the Foundation, but are invited and encouraged to do so to the extent possible.
Section 5.03. Classes of Life Fellows.
There are the following classes of Life Fellows:
A. Sustaining Life Fellow.
A Sustaining Life Fellow is a Life Fellow who, after becoming a Life Fellow, has continued to contribute the annual minimum contribution the Fellow was required to contribute in order to become a Life Fellow. In the year the contribution is made, such Life Fellow shall be deemed a Sustaining Life Fellow.
B. Life Patron Fellow.
A Life Patron Fellow is any Life Fellow who contributes, or pledges to contribute in keeping with the policy for pledges approved by the officers of The Fellows, in aggregate, Five Thousand Dollars ($5,000) or more to the Foundation.
C. Life Benefactor Fellow.
A Life Benefactor Fellow is any Life Fellow who contributes, or pledges to contribute in keeping with the policy for pledges approved by the officers of The Fellows, in aggregate, Ten Thousand Dollars ($10,000) or more to the Foundation.
D. Life Leadership Fellow.
A Life Leadership Fellow is any Life Fellow who has contributed Twenty-Five Thousand Dollars ($25,000) or more to the Foundation.
Section 5.04. Use of Contributions.
Contributions made by The Fellows shall be used at the discretion of the Board of Directors of the Foundation.
Section 5.05. Recognition.
Life Patron Fellows, Life Benefactor Fellows, and Life Leadership Fellows will receive appropriate certificates honoring their contributions to the Foundation and shall be recognized as special members of Life Fellows at appropriate events of The Fellows.
Research Chair of The Fellows
The Fellows are committed to creating and maintaining an endowment to fund a Research Chair of The Fellows. The person holding the Research Chair of the Fellows shall devote his or her time principally to study and research of issues that will directly affect the practice of law. The officers of The Fellows are responsible for developing and monitoring the program for ongoing contributions and gifts to the endowment. The officers of The Fellows may appoint such committees, as they may deem appropriate, to assist in carrying out this commitment. The Fellows shall be advised annually regarding the amount of the endowment for the Research Chair of The Fellows and the manner in which those funds were directed.
Officers, Executive Council and Committees
Section 7.01. Officers.
The officers of The Fellows shall consist of a Chair, Chair-Elect, and Secretary. The officers elected shall hold office until the end of the next annual meeting of The Fellows or until their successors have been duly elected. In the event of any vacancy in the office of Chair, the Chair-Elect shall succeed to fill that vacancy; in the event of any vacancy in the office of Chair-Elect, the Secretary shall succeed to that vacancy; and in event of a vacancy in the Office of Secretary, the Chair of The Fellows shall appoint a person to serve as Acting Secretary to serve for the balance of the term of the Secretary. The position of Chair-Elect shall rotate annually from among the three geographical regions.
Section 7.02. Executive Council.
There shall be an Executive Council of The Fellows that shall consist of the three (3) officers of The Fellows and the three (3) Regional Chairs of the Fellows. The Executive Council shall meet on a periodic basis and discuss the business of The Fellows.
Section 7.03. Committees.
There may be committees of The Fellows, the members and Chair of which shall be appointed by the Chair of The Fellows. Special ad hoc committees as may be appointed at any time by the Chair of The Fellows, within such time as may be specified, and to conduct such duties as may be specified, at the time of appointment.
The standing committees of The Fellows shall be the following:
A. Nominating Committee.
There shall be a Nominating Committee for presenting nominations for officers at the next annual meeting of The Fellows. The Nominating Committee shall nominate the Chair-Elect and Secretary annually. One member of the Nominating Committee shall be from each of the three geographical regions.
B. Fellows Research Advisory Committee.
There shall be a Fellows Research Advisory Committee that shall advise the Director of the Foundation concerning any matter pertaining to the research of the Foundation. The Chair of The Fellows Research Advisory Committee will make a written report annually to the Chair of The Fellows and the Director of the Foundation.
C. Fellows Development Committee.
There shall be a Fellows Development Committee to consider and recommend actions and programs to be instituted by the Foundation to carry out its purposes.
Director of The Fellows
There shall be a Director of The Fellows appointed from the staff of the Foundation who shall be selected by the Director of the Foundation, after consultation with the officers of The Fellows. The duties of the Director of The Fellows shall be to serve as a liaison between The Fellows and the Director and/or Board of Directors of the Foundation, to carry out programs of The Fellows, and to be responsible for all of the administrative aspects of the work of The Fellows.
Composition of The Fellows
The Fellows encourages significant diversity among the membership of The Fellows in each of the categories of The Fellows referred to in Section 3.02 hereof. Accordingly, persons having responsibility for nominating persons as Fellows are encouraged to strive to accomplish such diversity. The Fellows are open to all persons, regardless of gender, age, race, ethnic background, religious affiliation, or sexual orientation.
Awards
Section 10.01 Outstanding State Chair.
The officers of The Fellows shall, on an annual basis, select a current State Chair for the Outstanding State Chair of The Fellows who has demonstrated a dedication to the work of the Foundation and the mission of The Fellows through exceptional efforts on behalf of The Fellows at the state level.
Section 10.02 Outstanding Service Award.
The Fellows shall, on an annual basis, select a Fellow for the Outstanding Service Award, who has, in his or her professional career, adhered for more than thirty (30) years to the highest principles and traditions of the legal profession and to the service of the public. Individuals who are nominated for the Award and are not selected will be automatically reconsidered for three (3) years following their initial nomination. The Outstanding Service Award shall be recommended by the officers of The Fellows to the Board of Directors of the Foundation for confirmation. Conferral of the Award is conditioned upon agreement to attend the Award presentation event. Individuals who are current or former Fellows Officers, Foundation Officers or Board members, or ABA Officers cannot be considered for the Outstanding Service Award for at least ten (10) years after their term of office ends.
Section 10.03 Outstanding Scholar Award.
The Fellows shall, on an annual basis, select a person, not necessarily a Fellow, for the Outstanding Scholar Award, who has engaged in outstanding scholarship in the law or in government. Individuals who are nominated for the Award and are not selected will be automatically reconsidered for up to three (3) years following their initial nomination. The Outstanding Scholar Award shall be recommended by the officers of The Fellows to the Board of Directors of the Foundation for confirmation. Conferral of the Award is conditioned upon agreement to attend the Award presentation event. Foundation Research Fellows cannot be considered for the Outstanding Scholar Award for at least ten (10) years after their employment with the Foundation terminates.
Meetings of The Fellows
Section 11.01. Time and Place.
The annual meeting of The Fellows shall be held at the same place and at the same time as the Annual Meeting of the ABA. The Chair of The Fellows shall select the time and place for the annual meeting, within the confines set forth in the preceding sentence, and the time and place for any special meeting of The Fellows.
Section 11.02. Annual Meeting Agenda.
The agenda of each annual meeting of The Fellows shall include election of the officers for the ensuing year and may include the following: (a) receipt of a report on the research and other activities of the Foundation; (b) recommendations by The Fellows to the Foundation for any research or other work or projects deemed by The Fellows to be of great or immediate importance; (c) report of the Regional and State Chairs on the status of membership of The Fellows in their respective jurisdictions; (d) announcement of the Outstanding State Chair Award; (e) announcement of the Outstanding Service Award; (f) announcement of the Outstanding Scholar Award; and (g) such other business as may properly come before the meeting.
Section 11.03. Notice of Meetings.
Notice of any annual, regular or special meeting shall be given by regular mail, facsimile transmission or e-mail to each Fellow at the mailing address, facsimile number, or e-mail address on the books and records of The Fellows at least thirty (30) days prior to the date of the meeting.
Section 11.04. Meeting Procedure.
All annual, regular and special meetings of The Fellows shall be governed by Roberts Rules of Order, latest edition, except to the extent otherwise provided in these bylaws. At such meetings the Fellows personally present shall constitute a quorum, and each shall have one (1) vote. A majority vote of those present shall constitute an action of The Fellows at that meeting. Fellows may not vote by proxy.
Section 11.05. Regional Meetings.
There may be regional meetings of The Fellows to be held at such time and place as shall be determined by the Chair of The Fellows. The Chair of The Fellows, or a person designated by the Chair, shall preside at such meetings.
Expenses of The Fellows
The Board of Directors of the Foundation will from time-to-time appropriate sufficient funds to provide for necessary clerical and administrative expenses of The Fellows.
Amendments
Section 13.01. Amendment Requirements.
These bylaws may be amended or repealed when approved by both The Fellows and the Board of Directors of the Foundation by a majority vote of each.
Section 13.02. Notice and Voting Procedures.
Notice of any proposed action regarding amendment or repeal of the bylaws shall be given to The Fellows no less than thirty (30) days prior to the meeting during which such vote is to be taken. Each person who is a Fellow, as defined herein, and who is physically present at the meeting, shall have one (1) vote.
The foregoing bylaws were adopted by the Board of Directors of the American Bar Foundation at a meeting of the Board of Directors of the American Bar Foundation duly and regularly called and held on the 19th day of November, 2002, and adopted by The Fellows at a meeting of The Fellows duly and regularly called and held on the 9th day of February, 2003, and amended from time to time, is hereby amended and restated as set forth herein effective August 2006.