AMENDED AND RESTATED BYLAWS
of
THE CENTER FOR COMPUTER-ASSISTED LEGAL INSTRUCTION
Section 1. Membership. Any law school accredited by the American Bar Association may be a Member of the Center for Computer Assisted Legal Instruction (hereinafter "CALI") upon payment of annual dues.
Section 2. Annual Meeting. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place within or without the State of Minnesota as may be designated by vote of the Directors and stated in the call of the meeting, or at the registered office of the corporation on the third Tuesday of October in each year, commencing with 1983, at ten o'clock in the forenoon; provided that if this be a legal holiday, the meeting shall be held at the same place and hour on the next succeeding day not a legal holiday. (As used throughout these Bylaws, valid notice may be given by mail, telephone, facsimile, electronic mail or any other method calculated to provide actual notice.) Notice of the time, place and purposes of such meeting shall be given to each Member at least ten days prior to the date of the such meeting.
Section 3. Special Meetings. Special meetings of the Members may be called for any purpose, at any time, by the President, and shall be called by the President upon the written request of a majority of Directors. Notice of the time, place and purposes of each special meeting shall be given to each Member at least ten days prior to the date of such meeting.
Section 4. Quorum and Voting. A quorum shall be necessary for the transaction of any business at any meeting of the Members. One-third of the members shall constitute a quorum. Written proxies delivered to the Secretary prior to any meeting may be counted in determining whether a quorum is present. At a meeting where a quorum is not present, the Members then present shall have the power to adjourn the meeting. Each Member shall have one vote. Unless otherwise provided in these by-laws, the vote of a majority of the Members present shall be necessary to approve any matter. Voting with respect to election of Directors shall be as provided in Article II, Section 2, below.
Section 5. Action Without Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting in any manner permitted by law and consistent with these Bylaws as to quorum and voting.
Section 6. Consent in Lieu of Notice. An annual or special meeting of the Members may be held without prior notice whenever all Members otherwise entitled to such notice sign a written consent to the meeting. Such consent may be signed before or after the meeting.
Section 7. Withdrawal. Any Member may withdraw from CALI at any time by giving notice to the Secretary. Withdrawal shall be effective upon receipt of such notice by the Secretary or such later time as shall be stated in the notice of withdrawal. A withdrawing Member shall be relieved from liability for any dues or assessments levied or becoming effective in the thirty days preceding the receipt of notice of withdrawal.
All liabilities and obligations between CALI and the withdrawing Member shall be paid, satisfied and discharged, or provisions shall be made therefore. Any assets held on the condition that they be returned, transferred or conveyed upon withdrawal of the withdrawing member shall be disposed of in accordance with such requirement.
Section 8. Affiliates and Fellows. Organizations and individuals who contribute financial or other forms of support to CALI may be designated "affiliates", "sponsors", or "fellows" of CALI. Affiliates, sponsors and fellows shall not be members of CALI and shall not be thereby entitled to vote or exercise any other powers or rights of Members.
ARTICLE II: Board of Directors [Back to Top]
Section 1. Powers. The business and affairs of CALI shall be managed by a Board which may exercise all such powers of CALI and do or cause to be done all such lawful acts as are not prohibited or reserved to the Members by law or by the articles of incorporation or these Bylaws. The Board shall set the dues and assessments to be charged and levied on the Members.
Section 2. Number, Appointment and Terms. The Board shall consist of no fewer than seven and no more than sixteen Directors. Directors shall be elected at the Annual Meeting by a majority of the Members present at that meeting. The number of Directors may be changed by vote of two-thirds of the Members of CALI. Each Director shall be elected for a term of three years.
Section 3. Nomination. The Nominating Committee, created in Article IX, shall nominate one person for election to each Director position which is vacant or for which the term has expired at the time of the Annual Meeting. Members of the Nominating Committee shall be eligible for nomination.
Section.4 Place of Meetings The Board may hold its meetings at such place or places within or without the state of Minnesota as the Board may, from time to time, determine. The regular meeting of the Board immediately following the Annual Meeting of Members shall be held at the same place as that Annual Meeting.
Section 5. Regular Meetings. A regular meeting of the Board shall be held immediately following the adjournment of each Annual Meeting of Members. Other regular meetings may be held at such place and such time as may be fixed by the Board.
Section 6. Special Meetings. Special meetings of the Board shall be called by the Secretary upon the request of the President, the Executive Director, or any three Directors.
Section 7. Notice of Meetings. Notice of the time, place and purposes of each meeting of the Board shall be given to each Director at least three days prior to the meeting. Notice need not be given to any Director who shall without objection be present at a meeting or who shall waive such notice in writing.
Section 8. Quorum and Voting. One-half of the Directors in office shall constitute a quorum for the transaction of all business at a meeting of the Board. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice. A majority of the votes cast at a meeting where there is a quorum shall be necessary and sufficient to take or authorize action upon any matter properly before the meeting, unless occurrence of a greater proportion is required by statute or by these Bylaws.
Section 9. Attendance by Distance Technology. Directors may participate in a Board or committee meeting by means of conference telephone or other communications equipment which allows all persons participating in the meeting to hear each other simultaneously. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.
Section 10. Action Without a Meeting. Any action that may be taken at a meeting of the Board may be taken without a meeting if authorized in writing by all Directors then in office.
Section 11. Resignation of Directors. Any Director may resign at any time by giving notice to the Secretary of CALI. Resignation shall be effective upon receipt of such notice by the Secretary or such later time as shall be stated in the notice. The acceptance of a resignation shall not be necessary to make it effective.
Section 12. Removal of Directors. A Director may be removed, with or without cause by a resolution adopted by a majority of the Members of CALI or by two-thirds of the Board. A written copy of such resolution shall be delivered to the Director being removed by the Secretary. Such removal shall be effective the date of the removal vote or such later time as shall be stated in the resolution.
Section 13. Vacancies. A vacancy in the Board may be filled, for the unexpired term, by a majority vote of the remaining Directors.
ARTICLE III: Executive Committee [Back to Top]
Section 1. Existence and Membership. There shall be an Executive Committee of the Board which shall consist of the President, the Vice-President, the Treasurer, the Secretary, the immediate Past President (provided that that person is still a member of the Board) and one additional member, who shall be a Director selected by the President. The President shall chair the Executive Committee. The Executive Director shall also serve on the Executive Committee in a non-voting capacity.
Section 2. Powers. The Executive Committee shall perform such duties as may be required between Board meetings and shall make a full report of such actions at the next Board meeting. The Executive Committee shall perform such additional duties as may be delegated to it by the Board.
Section 3. Procedure; Meetings. The Executive Committee shall fix its own rules of procedure and shall meet at such times and at such places as may be provided by such rules or as the members of the Executive Committee shall decide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board.
Section 4. Quorum and Vote. Two-thirds of the members of the Executive Committee in office shall constitute a quorum for the transaction of business at a meeting of the Executive Committee. The votes of a majority of the Executive Committee members present at a meeting where there is a quorum shall be necessary and sufficient to take or authorize action by the Executive Committee.
Section 5. Action Without a Meeting. Any action that may be taken at a meeting of the Executive Committee may be taken without a meeting if authorized in a writing signed by all committee members then in office.
Section 6. Attendance by Distance Technology. Members of the Executive Committee may participate in a committee meeting by means of conference telephone or other communications equipment which allows all persons participating in the meeting to hear each other simultaneously. Participation in a meeting pursuant to this section shall constitute present in person at such a meeting.
Section 7. Resignation of Committee Members. Any Executive Committee member may resign at any time by giving notice to the Secretary. Resignation shall be effective upon receipt of such notice by the Secretary or such later time as shall be stated in the notice. The acceptance of resignation shall not be necessary to make it effective.
Section 8. Removal of Committee Members. An Executive Committee member who is an officer may be removed, pursuant to Article IV, section I below. The immediate Past President and the presidential appointee member of the Committee may be removed, with or without cause, by action of the President acting alone.
ARTICLE IV: Officers [Back to Top]
Section 1. Positions. The Officers of CALI shall be a President, a Vice-President, a Secretary, and a Treasurer,. The Officers shall have such powers and duties as generally pertain to their respective offices, as well as powers and duties as prescribed by the Bylaws or as from time to time may be determined by the Board. No person shall hold more than one office at any time. To be eligible to serve as an officer, a nominee must be a Director.
Section 2. Election and Term. Each Officer shall be elected by a majority vote of the Directors then in office. Each Officer shall serve for a term of two years. Beginning prospectively with the election of officers which takes place immediately after January 2000, no Officer shall be eligible for re-election to that position for more than two consecutive terms.
Section 3. Resignation of Officers. Any Officer may resign at any time by giving notice to the President or Secretary. Resignation shall be effective upon receipt of such notice by the President or Secretary or such later time as shall be stated in the notice. The acceptance of resignation shall not be necessary to make it effective.
Section 4. Removal of Officers. The Directors, by a majority vote of those then in office, may remove any Officer whenever the Directors conclude that such removal will be in the best interest of CALI. Such removal shall not prejudice the contractual rights, if any, of the person so removed.
Section 5. Vacancies. Vacancies in any Office shall be filled by a majority vote of Directors then in office.
Section 6. President. The President shall be the chief executive officer of CALI and shall preside at all meetings of the Board and of the Members. The President shall have general charge of the corporation's affairs, and may sign, in the name of CALI, contracts or other instruments authorized generally or specifically by the Board.
Section 7. Vice-President. During the absence or incapacity of the President, the Vice-President shall perform the duties and exercise the powers of the President. The Vice-President shall also perform such other tasks as assigned by the President or the Board.
Section 8. Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these Bylaws, shall keep the minutes of all meetings of the Members, the Board and committees of the Board, and shall have charge of CALI's seal and records. The Secretary may attest the execution of contracts and other instruments signed in the name of CALI and may affix the corporate seal thereto. The Secretary shall also perform such other duties and possess such other powers as are incident to this office or are assigned by the President or the Board.
Section 9. Treasurer. The Treasurer shall have custody of the funds and securities of CALI and shall keep or cause to be kept regular books of account. The Treasurer shall account to the President or the Board, whenever they may require, concerning all transactions and concerning the financial conditions of CALI. The books of CALI shall be audited annually. The Treasurer shall perform such other duties and possess such other powers as are incident to this office or as shall be assigned by the President or the Board.
Section 10. Executive Director. The Executive Director shall have primary responsibility for the day-to-day management of CALI, shall perform duties as set forth in a job description adopted by the Board, and to carry out the policies of CALI as set by the Board. The Executive Director may sign, in the name of CALI, contracts or other instruments authorized generally or specifically by the Board. The Executive Director shall prepare an annual report of CALI's activities. Such report shall be filed within thirty days after the close of CALI's fiscal year and shall describe activities carried on since the last report. The Executive Director shall also prepare and file such additional reports as may be required by the Board. The performance of the Executive Director shall be evaluated by the Board annually.
ARTICLE V: Dissolution [Back to Top]
Section 1. Dissolution. In the event of a dissolution of CALI, its assets shall be distributed as follows: all liabilities and obligations shall be paid, satisfied and discharged, or provisions shall be made therefore. Any assets held on the condition that they be returned, transferred or conveyed upon dissolution shall be disposed in accordance with such requirement. Remaining assets, if any, shall be distributed in accordance with the purposes of CALI as nearly as then possible to charitable and educational organizations.
ARTICLE VI: Compensation, Indemnification and Fair Disclosure [Back to Top]
Section 1. Compensation and Expenses. Officers, Directors, employees and agents of CALI shall be entitled to reasonable compensation and reimbursement of reasonable expenses for services performed on behalf of CALI.
Section 2. Indemnification. CALI shall indemnify its Directors, Officers, employees and agents in accordance with the provisions of Minn. Stat. Ann. Section 317A.257, 1981 Laws c. 270, Section 128, incorporated herein by reference.
Section 3. Insurance. CALI shall purchase insurance which shall cover it, its staff, Officers, Directors, and Members for liability for errors and omissions in the conduct of the business of CALI.
Section 4. Fair Disclosure. A contract or other transaction between CALI and one of its Directors, or between CALI and any entity in which the Director is financially interested, shall not be rendered void or voidable thereby if the material facts as to the interest and as to the contract or transactions are disclosed or known to the Board. CALI's participation in the transaction shall be authorized if, after this disclosure, Board in good faith authorizes, approves or ratifies the contract or transaction by affirmative vote of two-thirds of the disinterested Directors voting, or if the contract or transaction is fair to CALI as of the time it is in such manner authorized, approved or ratified by the Board.
ARTICLE VIII: General Provisions [Back to Top]
Section 1. Fiscal Year. The Board shall determine by resolution the annual accounting period it deems appropriate for the needs of CALI. The annual accounting period may be a calendar year or fiscal year. (Adopted by the members on May 15, 1989)
Section 2. Funds. CALI may seek and receive funds, from any lawful sources, in any form, for purposes not inconsistent with these Bylaws. It may also receive, hold and dispense dues and assessments from its Members.
Section 3. Amendments. The articles of incorporation and these Bylaws may be amended only in the following manner: the Board by vote of a majority at a meeting where there is a quorum, shall pass a resolution recommending adoption of any specified amendment or amendments by the Members. The resolution shall be presented to the Members for vote. The vote necessary for adoption shall be two-thirds of the Members voting.
ARTICLE IX: Committees [Back to Top]
Section 1. Nominating Committee. The President shall appoint the Chair and members of a Nominating Committee.
Section 2. Duties. The Nominating Committee shall nominate Directors as set forth in Article II above. It shall also nominate Officers for consideration by the Board. Members of the nominating committee may not be nominated to serve as Officers.
Section 3. Other committees. The President may, with the concurrence of a majority of the Board, appoint other committees. Such other committees shall possess only such powers as are specifically delegated to them by the Board.
Amended by the Board of Directors.
Approved by Members, December 1999.
Dates of Earlier Amendments:
15 May 1989
4 January 1990
4 January 1992
CALI Whistleblower Policy
I. General
Directors, other volunteers, and employees of the Center for Computer-Assisted Legal Instruction (“CALI”) should observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the organization must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
The objectives of this Whistleblower Policy are to establish policies and procedures for:
(1) The submission of concerns regarding questionable accounting or audit matters or violations of governmental laws, rules or regulations by employees, directors, officers, and other stakeholders of the organization, on a confidential and anonymous basis.
(2) The receipt, retention, and treatment of complaints received by the organization regarding accounting, internal controls, or auditing matters or violations of governmental laws, rules or regulations.
(3) The protection, from retaliatory actions, of directors, volunteers and employees reporting concerns.
II. Reporting Responsibility
Each director, volunteer, and employee of CALI has an obligation to report in accordance with this Whistleblower Policy (a) questionable or improper accounting or auditing matters, and (b) violations and suspected violations of governmental laws, rules or regulations (hereinafter collectively referred to as Concerns).
III. Authority of Audit Committee
All reported Concerns will be forwarded to the Audit Committee in accordance with the procedures set forth herein. The Audit Committee shall be responsible for investigating, and making appropriate recommendations to the Board of Directors, with respect to all reported Concerns.
IV. No Retaliation
This Whistleblower Policy is intended to encourage and enable directors, volunteers, and employees to raise Concerns within the Organization for investigation and appropriate action. With this goal in mind, no director, volunteer, or employee who, in good faith, reports a Concern shall be subject to retaliation or, in the case of an employee, adverse employment consequences. Moreover, a volunteer or employee who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including dismissal from the volunteer position or termination of employment.
V. Reporting Concerns
A. Employees
Employees should first discuss their Concern with their immediate supervisor. If, after speaking with his or her supervisor, the individual continues to have reasonable grounds to believe the Concern is valid, the individual should reduce the Concern to writing and report the Concern to the Chair of the Audit Committee, who has specific and exclusive responsibility to investigate all Concerns. If the individual is uncomfortable speaking with his or her supervisor, or the supervisor is the subject of the Concern, the individual should report his or her Concern directly to the Chair of the Audit Committee. Contact information for the Chair of the Audit Committee will be maintained on CALI’s website. Concerns may be also be submitted anonymously. Such anonymous Concerns should be in writing and sent directly to the Chair of the Audit Committee.
B. Directors and Other Volunteers
Directors and other volunteers should submit Concerns in writing directly to the Chair of the Audit Committee. Contact information for the Chair of the Audit Committee will be maintained on CALI’s website.
VI. Handling of Reported Violations
The Audit Committee shall address all reported Concerns. The Chair of the Audit Committee shall immediately notify the Audit Committee, the President, and the Executive Director of any such report. The Chair of the Audit Committee will notify the sender and acknowledge receipt of the Concern within five business days, if possible. It will not be possible to acknowledge receipt of anonymously submitted Concerns.
All reports will be promptly investigated by the Audit Committee, and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation. In addition, action taken must include a conclusion and follow-up with the complainant for complete closure of the Concern.
The Audit Committee has the authority to retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of the allegations.
VII. Acting in Good Faith
Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of governmental laws, rules or regulations. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from the volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
VIII. Confidentiality
Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Disclosure of reports of Concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline, up to and including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
PASSED BY THE CALI BOARD OF DIRECTORS, JANUARY 4, 2007.
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