BYLAWS of the INDIANA BAR FOUNDATION
(As amended July 10, 2000)
ARTICLE I
Membership
Section 1. Qualifications. The qualifications of a person
prerequisite to membership in this corporation are set forth
in Article V of the Articles of Incorporation.
Section 2. Fees for Members. There shall be no admission
fee nor membership fee required for membership in the corporation.
However, those members of the corporation who make contributions
in any year shall be recognized as Contributing Members or
Sustaining Members or another category based on the amount
of the donations (other than those who are members of the
Fellows of the Indiana Bar Foundation) as may be approved
by the Board of Directors.
ARTICLE II
Board of Directors
Section 1. Composition of Board. Provisions in regard to
the duties, qualifications and election of members of the
Board of Directors are set forth in Article VI of the Articles
of Incorporation.
Section 2. Commencement of Term of Office. The term of office
of all newly elected directors, as provided for by the Articles
of Incorporation, shall commence with the date of the annual
meeting of the Board of Directors as provided in Section 3
of this Article of the Bylaws.
Section 3. Annual Meetings. The annual meetings of the Board
of Directors of this corporation shall be held at the same
time or as near thereto as convenient as the Spring Meeting
of the Indiana State Bar Association at the call of the President.
This meeting shall be held for the purpose of filling vacancies,
electing or re-electing officers of the corporation, receiving
and considering reports in regard to the operations of the
corporation for the previous year, and considering such other
business as may be brought before the meeting.
Section 4. Other Meetings. Other meetings of the Board of
Directors may be held upon the call of the President or upon
the written request of three (3) members of the Board of Directors
and upon notice to each director, specifying the time, place
and general purposes of the meeting.
Section 5. Notice. Notice shall be given by the Secretary
of the corporation of the time and place of each annual meeting
of the Board of Directors not less than five (5) days in advance
of such meeting, and said notice shall be sent to the last
and usual place of residence or place of business of each
director. Notice of the time, place and purposes of all other
meetings of the Board shall be given to each director not
less than forty-eight (48) hours in advance of such meetings.
Section 6. Waiver of Notice. At any meeting at which all
directors are present, notice of time, place and purposes
thereof shall be deemed waived, and such notice may likewise
be waived by absent directors either by written instrument
or by telegram.
Section 7. Quorum. Ten (10) Twelve (12) members of the Board
of Directors shall be necessary to constitute a quorum for
the transaction of any business and the act of a majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
ARTICLE III
Officers
Section 1. Number and Qualifications. The officers of this
corporation shall consist of a president, president-elect,
a secretary, a treasurer and such other subordinate officers
as may be chosen by the Board of Directors at such time, in
such manner and for such terms as the Board of Directors may
prescribe. The president, president-elect, the secretary and
the treasurer shall be elected from current or prior members
of the Board of Directors.
Section 2. Election. The Board of Directors shall initially
elect a president, president-elect, secretary and treasurer
each for two-year terms of office. Thereafter, they shall
elect a president-elect, secretary and treasurer each for
two-year terms of office. The president-elect shall succeed
automatically to the presidency after the annual meeting which
concludes his/her predecessor’s term. An elected officer’s
term as a director from an Indiana State Bar Association District
automatically expires when his/her term of office begins,
and a replacement director shall be nominated for election
by the ISBA Board of Governors to fulfill the remaining unexpired
term of any current director elected as an officer. If the
annual meeting of directors is not held at the time designated
in these bylaws, such failure shall not cause any defect in
the corporate existence of the corporation, and the officers
at the time shall hold over until their successors are elected.
Section 3. Nominating Procedure. Upon assuming office, the
President shall appoint, for a two-year term, a Nominating
Committee consisting of a Past President of the Indiana Bar
Foundation as chair, two members of the Board of Directors,
and two other members of the Foundation who are not serving
as Directors. Said committee is charged with the responsibility
of nominating to the Board of Directors every other year candidates
for the offices of President-elect, Secretary, Treasurer,
and members of the Executive Committee, each for a term of
two years and member(s) of the Executive Committee, each for
a term of two years.
The committee shall also nominate to the Board of Governors
of the Indiana State Bar Association, annually, directors
of the Foundation for staggered, two-year terms. Nominees
to the Board of Directors shall be made to the Board of Governors
of the Indiana State Bar Association not later than December
31 of each year effective December 31, 1983. Any member of
the Indiana Bar Foundation is eligible for nomination.
In 1983 the Nominating Committee shall nominate directors
from the even-numbered districts for one-year terms and the
odd-numbered districts for two-year terms. The Nominating
Committee shall also nominate four (4) at-large directors
for two-year terms. A director shall serve no more than two
consecutive two-year terms except a director may also serve
an additional partial term that was created by a vacancy.
Nominees to the positions of President-elect, Secretary and
Treasurer shall be submitted to the Board of Directors of
the Indiana Bar Foundation a minimum of thirty days prior
to the Annual Meeting of the Foundation during which elections
are scheduled. Any individuals who have served as directors
of the Foundation are eligible for nomination, except for
the President-elect, who succeeds automatically to the presidency,
and the retiring President.
The methods of nomination provided in the foregoing paragraphs
shall be exclusive, except that the Board of Directors of
the Foundation, at their annual meeting during which elections
are scheduled, by the two-thirds (2/3) vote of the members
present, may permit additional nominations from the members
of the Board.
Section 4. Vacancies. Whenever a vacancy shall occur in any
office by death, resignation or otherwise, the same shall
be filled by the Executive Committee, and the officer so selected
shall hold office for the remainder of the unexpired term
of his predecessor or until his successor is elected.
Section 5. President. The President shall preside at all
meetings of the Board of Directors and of the Executive Committee
and, when necessary to the efficient operation of the corporation,
shall appoint standing and special committees to perform specific
duties. He/she shall perform such other duties as the bylaws
or the Board of Directors may prescribe.
Section 6. President-elect. The President-elect shall perform
all duties incumbent upon the President during the absence
or disability of the President and shall perform such other
duties as this code of bylaws or the Board of Directors may
prescribe.
Section 7. Secretary. The Secretary shall attend all meetings
of the Board of Directors and of the Executive Committee and
shall keep, or cause to be kept, a true and complete record
of the proceedings of such meetings. He/she shall insure the
giving and serving of all notices of the corporation and shall
perform such other duties as this code of bylaws or the Board
of Directors may prescribe.
Section 8. Treasurer. The Treasurer shall keep correct and
complete records of account, showing at all times the actual
financial condition of the corporation. He/she shall be the
legal custodian of all moneys, notes, securities and other
valuables, which may from time to time come into the possession
of the corporation. The treasurer shall furnish at the meetings
of the Board of Directors or members a statement of the financial
condition of the corporation, and shall perform such other
duties as this code of bylaws or the Board of Directors may
prescribe.
Section 9. Delegation of Authority. In case of the absence
of any officer of the corporation, or for any other reason
that the Board of Directors may deem sufficient, the Board
may delegate the powers or duties of such officer to any other
officer or to any director, for the time being, provided a
majority of the entire Board concurs therein.
ARTICLE IV
Executive Committee
Section 1. Establishment and Composition. During the intervals
between meetings of the Board of Directors and subject to
such limitations as may be required by law or by resolution
of the Board of Directors, the authority of the Board of Directors
in the management of the corporation shall be exercised by
an Executive Committee. The Executive Committee shall consist
of the President, the President-elect, the Secretary, and
the Treasurer of the corporation, and one additional member
of the Board of Directors, elected by the directors. If the
offices of Secretary and Treasurer are held by one person,
two members of the Executive Committee shall be elected by
and from the directors. The member or members at large of
the Executive Committee shall be elected at each annual meeting
of the corporation for a term of two years.
Section 2. Powers. The Executive Committee shall have the
power to make all normal business and policy decisions in
the interim between meetings of the Board of Directors, including
the filling of vacancies in its own membership and in the
officers of the corporation, and making and revising appropriations.
The Executive Committee may, also, from time to time, formulate
and recommend to the Board of Directors for approval general
policies concerning the management of the business and affairs
of the corporation. All minutes of meetings of the Executive
Committee shall be submitted to the next succeeding meeting
of the Board of Directors for approval, but failure to submit
such minutes or to receive the approval thereof shall not
invalidate any action taken by the Executive Committee.
Section 3. Meetings. The President of the corporation shall,
if present, act as chairman at all meetings of the Executive
Committee and the Secretary of the corporation shall, if present,
act as secretary of all meetings. Meetings of the Executive
Committee shall be held upon the call of the President of
the corporation or of any two members of the Executive Committee.
Any action required or permitted to be taken at any meeting
of the Executive Committee may be taken without a meeting
if, prior to such action, a written consent to such action
is signed by all members of the Executive Committee and such
written consent is filed with the minutes of the proceedings
of the Committee. Meetings of the Executive Committee may
also be held by conference telephone call, and a record of
the proceedings properly filed.
ARTICLE V
Standing and Special Committees & Programs
Section 1. Standing Committees. The president, with approval
of the Board of Directors, shall appoint the following standing
committees from the membership of the Indiana Bar Foundation
with duties prescribed by the Board:
(a) Fund Raising
(b) Grants
(c) Investments
(d) Projects
(e)(d) Nominating
(f) IOLTA/Pro Bono
Section 2. Special Committees. The president may create special
committees when necessary to perform prescribed duties, and
a report of such actions shall be made to the Board of Directors
at the meeting following their creation.
Section 3. Pro Bono Commission. The Pro Bono Commission shall
operate as a program of the Indiana Bar Foundation. Its members
shall be appointed in accordance with the Indiana Rules of
Professional Conduct.
ARTICLE VI
Section 1. Interest on Lawyers Trust Accounts Program. The
Indiana
Bar Foundation shall, pursuant to and in accordance with
the Indiana Rules of
Professional Conduct, operate and administer the Interest
on Lawyer Trust
Account (IOLTA) program of the state of Indiana. All funds
of the IOLTA
program shall be segregated from the other funds of the Foundation.
ARTICLE VII
The Fellows of the Indiana Bar Foundation
Section 1. Establishment. There is hereby established a Fellows
program within the membership of the corporation, to be called
Fellows of the Indiana Bar Foundation. Within such program,
there shall be six (6) seven (7) designations, namely: Fellow,
Life Fellow, Master Fellow, Life Master Fellow, Patron Fellow,
and Life Patron Fellow, and Barrister.
Section 2. Designation of Fellows. Master Fellows and Patron
Fellows.
(a) A member of the Indiana Bar Foundation who is nominated
by the Board of Directors of the corporation for membership
in the Fellows of the Indiana Bar Foundation shall become
a Fellow, Master Fellow, or Patron Fellow upon making a contribution
to the corporation of an amount as described below. not less
than one hundred dollars ($100.00) and a pledge of not less
than one thousand dollars ($1,000.00); an amount not less
than two hundred fifty dollars ($250.00) and a pledge of not
less than two thousand five hundred dollars ($2,500.00); or
an amount not less than five hundred dollars ($500.00) and
a pledge of not less than five thousand dollars ($5,000.00),
respectively. A Fellow, Master Fellow, or Patron Fellow membership
shall continue during the calendar year immediately following
the one in which the first contribution is made and shall
continue during each successive year so long as such Fellow,
Master Fellow, or Patron Fellow contributes no less than one
hundred dollars ($100.00), two hundred fifty dollars ($250.00),
or five hundred dollars ($500.00), respectively on or before
December 31 of the year preceding such successive year. A
Fellow, Master Fellow, or Patron Fellow membership shall terminate
if such Fellow, Master Fellow, or Patron Fellow fails to contribute
at least one hundred dollars ($100.00), two hundred fifty
dollars ($250.00), or five hundred dollars ($500.00), respectively,
during each calendar year after his/her nomination by the
Board of Directors until his/her contributions total one thousand
($1,000.00), two thousand five hundred dollars ($2,500.00),
or five thousand dollars ($5,000.00), respectively on December
31 of the last year for which such contribution was made.
(b) A Fellow may contribute: (1) $2,000.00, if contributed
in one (1) year; (2) $2,500.00 so long as the Fellow contributes
no less than $500.00 on or before December 31 each successive
year for five (5) years; or $3,000.00, so long as the Fellow
contributes no less than $300.00 on or before December 31
each successive year for ten (10) years.
(c) Persons elected as Fellows shall be designated Master
Fellows should they contribute to the Indiana Bar Foundation:
(1) $4,000.00, if contributed in one (1) year; or not less
than five hundred dollars ($500.00) each year for ten years.
A Master Fellow membership shall continue during each successive
year so long as such Master Fellow contributes no less than
five hundred ($500.00) on or before December 31 of the year
preceding such successive year.
(d) Persons elected as Fellows shall be designated Patron
Fellows should they contribute to the Indiana Bar Foundation
not less than seven hundred fifty dollars ($750.00) each year
for ten years. A Patron Fellow membership shall continue during
each successive year so long as such Patron Fellow contributes
no less than seven hundred fifty dollars ($750.00) on or before
December 31 of the year preceding such successive year.
(e) A Fellow, Master Fellow, or Patron Fellow shall become
a Life Fellow, Life Master Fellow, or Life Patron Fellow when
his/her contributions to the corporation total one thousand
dollars ($1,000.00), two thousand five hundred dollars ($2,500.00),
or five thousand dollars ($5,000.00), respectively the amount
pledged. A Life Fellow, Life Master Fellow, or Life Patron
Fellow membership shall continue as long as the member shall
live and remain a member of the Indiana State Bar Association.
A Fellow, Master Fellow, or Patron Fellow whose membership
is terminated by reason of his/her failing to maintain his/her
annual contributions as described above of at least one hundred
dollars ($100.00), two hundred fifty dollars ($250.00), or
five hundred dollars ($500.00) respectively, may be readmitted
only as a Life Fellow, Life Master Fellow, or Life Patron
Fellow upon payment of the difference between the amount of
his/her prior contributions and one thousand dollars ($1,000.00),
two thousand five hundred dollars ($2,500.00), or five thousand
dollars ($5,000.00) respectively the total amount pledged.
(f) Persons elected as Fellows shall be designated Barristers
when they have contributed to the Indiana Bar Foundation a
total of $25,000.00. A Barrister is entitled to all rights
as a Fellow and will be recognized as such.
(g) Persons who are not Fellows and entities that contribute
$25,000.00 or more to the Indiana Bar Foundation shall be
designated Friends of the Foundation. A Friend of the Foundation
will be recognized at the Fellows annual meeting, but will
not have the rights of a Fellow.
Section 3. Charter Period. During the period of time ending
December 31, 1979, or ending on such later date as may be
determined by the Board of Directors, hereafter Charter Period,
members of the corporation may make application for membership
in the Fellows of the Indiana Bar Foundation upon forms provided
by the corporation. Such forms shall, among other things,
require the applicant to assert that he/she is a member in
good standing of the Indiana State Bar Association, state
the year of his/her original admission to the practice of
law and designate the class of membership applied for and
shall be accompanied by the applicant’s contribution
to the corporation in the amount applicable to the type of
Fellows membership desired. The criteria of eligibility shall
include, ”professional, public and private careers which
have demonstrated outstanding legal ability and devotion to
the welfare of their community, State and Nation, as well
as to the advancement of the legal profession” Consequently,
all applications for membership in the Fellows of the Indiana
Bar Foundation shall be subject to final approval by the Board
of Directors of the Indiana Bar Foundation. No contribution
to the corporation that accompanies such an application shall
be accepted until the application with which it is forwarded
shall have been so approved.
Section 4. Membership Following Charter Period. After Charter
Period, no applications will be accepted for membership in
the Fellows of the Indiana Bar Foundation but, instead, membership
shall be on invitation only. Such invitations shall be limited
to the total of:
(a) Each year one new Fellow may be elected from each of
the eleven Indiana State Bar Association Districts.
(b) Each year new Fellows may be elected equal to the number
of those people who ceased to be Fellows, for any cause, during
the preceding calendar year.
(c) Each year not more than three new Fellows may be elected
from among those members who by reason of retirement, non-residence
or out-of-state practice or employment, have no current professional
relationship to any of the Indiana State Bar Association Districts.
(d) Each year new Fellows may be elected equal to one hundred
percent (100%) of the number of members who become Life Fellows,
Life Master Fellows, or Life Patron Fellows by completing
their pledge donations the previous December 31.
Such new Fellows shall be elected by the Board of Directors
of the Indiana Bar Foundation from candidates for election
nominated by the Nominating Committee of the Fellows of the
Indiana Bar Foundation.
Section 5. Nominating Committee. The Nominating Committee
of the Fellows of the Indiana Bar Foundation shall consist
of one Fellow appointed from each Indiana State Bar Association
District by the President of the corporation. The President
of the corporation shall name the members of the Nominating
Committee and appoint a chairman therefrom at the time of
the annual meeting of the corporation each year. Such Nominating
Committee shall render its report in writing to the Board
of Directors of the Indiana Bar Foundation no later than September
1 of the year in which such committee is appointed. Such report
of nominations shall be distributed to the members of such
Board of Directors with their notice of the fall meeting of
the Directors of the corporation held in conjunction with
the annual meeting of the Indiana State Bar Association, and
such nominations shall be acted upon by said Board of Directors
at such fall meeting. Invitations to those nominees so elected
shall be extended by the President of the corporation and
shall be accepted by the making of the contribution to the
corporation in the appropriate amount by such invitee on or
before December 31 of the year in which such invitation is
extended. Such invitees who accept their invitations shall
be inducted in the Fellows of the Indiana Bar Foundation at
the next annual meeting of the Fellows. This Nominating Committee
shall also nominate two members of the Fellows to serve on
the Board of Directors of the Indiana Bar Foundation for two-year
staggered terms. One nomination will be made annually to the
President of the Indiana State Bar Association not later than
December 31. In 1983 two Fellows shall be nominated, one for
a one-year term and one for a two-year term.
Section 6. Annual Meeting. The annual meeting of the Fellows
of the Indiana Bar Foundation shall be held during the week
of the annual meeting of the Indiana Bar Foundation, in conjunction
with the spring meeting of the Indiana State Bar Association.
Section 7. Membership Year. For all Fellows, Master Fellows,
and Patron Fellows, the membership year shall be the calendar
year immediately following the making of an annual contribution
in the appropriate amount to the Indiana Bar Foundation.
Section 8. Bylaws. The Fellows of the Indiana Bar Foundation
may adopt, amend, alter, modify and rescind a code of bylaws,
not in conflict with these bylaws, in such manner as may be
prescribed therein; provided, however, any such adoption,
amendment, alteration, modification or recession shall become
effective only upon approval thereof by the Board of Directors
of the Indiana Bar Foundation.
ARTICLE VIII
Miscellaneous
Section 1. Exempt Activities. Notwithstanding any other provision
of these Bylaws, no director, officer, employee, or representative
of the Corporation shall take any action or carry on any activity
by or on behalf of the corporation not permitted to be taken
or carried on by an organization exempt under Section 501
(c)(3) of the Internal Revenue Code of 1986 and the Regulations
thereunder as they now exist or as they may hereafter be amended.
The prohibitions contained in this Section shall be deemed
cumulative with respect to any similar provision or provisions
of the Articles of Incorporation of the Corporation and not
in substitution therefore.
Section 2. Prohibitions Against Sharing In Corporate Earnings.
No director, officer, employee or member of a committee or
any other person connected with the Corporation or any other
private individual shall receive any of the net earnings or
pecuniary profit from the operation of the Corporation, provided,
however, that this shall not prevent the payment to any person
of such reasonable compensation for services rendered to or
for the Corporation in effecting any of the purposes set forth
herein; and no such person or persons shall be entitled to
share in the distribution of any of the corporate assets upon
the dissolution of the Corporation. The prohibitions contained
in this Section shall be deemed cumulative with respect to
any similar provision or provisions of the Articles of Incorporation
and not in substitution therefore.
Section 3. Dissolution. In the event the Board of Directors
of this Corporation determines that the Corporation should
be dissolved, then all of the assets of the Corporation, over
and above those needed to pay off any debts and liabilities
of the Corporation, shall be distributed to corporations or
organizations which are exempt organizations under Section
501 (c)(3) of the internal Revenue Code of 1986, as amended,
or any successor statute thereto, provided the distributees
have purposes similar to the Corporation.
Section 4. Execution of Corporation Contracts. Etc. All drafts,
bills of exchange, checks, bonds and other evidence of liability
and contracts creating liability on the part of the corporation
shall, unless otherwise directed by the Board of Directors,
be signed by the President or the President-elect, and countersigned
by the Treasurer. The Board of Directors may, however, authorize
any one of such officers to sign checks, drafts and orders
for the payment of money singly and without necessity of countersignature.
Section 5. Conveyance of Real Property. All conveyance of
real property shall be executed by the President and countersigned
by the Secretary with an impression of the corporate seal
attached.
Section 6. Annual Report. The President shall make an annual
report of the activities of this corporation to the Indiana
State Bar Association at the annual meeting of that Association.
ARTICLE IX
Section 1. Articles of Incorporation. The Articles of Incorporation
may be amended at any annual or special meeting of the Board
of Directors by resolution adopted by a majority of a quorum
of the Board.
Section 2. Bylaws. The power to make, alter, amend or repeal
this code of bylaws is vested in the Board of Directors, and
the affirmative vote of a majority of a quorum of such board
shall be necessary to effect any alterations, amendments or
repeal thereof.
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