Legal Writing Institute - About

Bylaws

As Adopted by the Legal Writing Institute Board of Directors in
October 1996 and Amended in January 1997,
June 1998, January 2000, and January 2003
Proposed Amendments, December 2006

Article I. Offices

The principal office of the Legal Writing Institute is located at Mercer University School of Law, 1021 Georgia Avenue, Macon, Georgia 31207-0001. The Board of Directors ("Board") may open other offices if and when additional offices are deemed appropriate by the Board.

Article II. Purposes

The purposes of the Legal Writing Institute are to improve legal writing, to promote and improve legal writing instruction, and to educate the public and the members of the bar about legal reasoning, research, and writing.

Article III. Membership

1. Membership Criteria
   Membership in the Legal Writing Institute is open to any person who is interested in the purposes of the Legal Writing Institute and who complies with any membership criteria and requirements which may be established by the Board. The Board may establish a charge for membership ("Dues").

2. Membership Meetings
   Biennial Membership Meeting. The Board shall call a regular, general meeting of the Biennial Membership Meeting. The Board shall call a regular, general meeting of the members every other year. At that meeting the Board shall report to the members.
   Special Meetings. The Board may call a special meeting of the membership at any time. Special meetings may be held in person, through electronic conferencing, by email, or by other technologies deemed by the Board to be likely to be able to result in the ability of members to participate in a meaningful way in consideration and decision-making on the issues presented at the special meeting. Meetings conducted in cyberspace which involve the use of asynchronous modes of communication, e.g., email or discussion lists, are to be conducted in the manner approved by the Board. All such meetings must be a minimum of five days in duration, including time for discussion and voting.

3. Voting
   Biennial Membership Meetings. Each member in good standing on February 15 of the year in which the Biennial Membership Meeting takes place is entitled to vote on issues presented at that meeting. Voting may be in person, by proxy, by electronic means, or by other means approved by the Board and shall be conducted in accordance with policies and procedures implemented by the Board or its designee from time to time.
   Special Membership Meetings. Each member in good standing 45 days before a special meeting of the membership is entitled to vote on issues raised in the special meeting. Voting in special meetings shall be conducted in accordance with policies and procedures implemented by the Board from time to time or in accordance with policies and procedures implemented by the Board for that meeting.

4. Agenda for Membership Meetings
   The Board shall prepare the agenda for membership meetings. Any Institute member may request that a matter be included on the agenda for membership meetings. Requests should be submitted to the Board 60 days before the meeting. For Biennial Membership Meetings, the Board shall deliver the agenda to each member by email, regular mail, or other means approved by the Board. The Board may send the agenda with any other matter sent to the members within 120 days of the Biennial Membership Meeting. For Special Membership Meetings, the Board shall deliver the agenda to each member by email, regular mail or other means approved by the Board. The Board may send the agenda with any other matter sent to the members within 60 days of the Special Membership Meeting.

5. Notice
   For all meetings of the members, the Board shall notify each member of the time and place and manner (e.g., in person or in cyberspace) of the meeting at least 30 days prior to the meeting. Notice may be given by email or by regular mail or both. Notice emailed to the last known email address of a member is sufficient for those members who have email access. Other members are to be notified by regular mail. The notice may be sent with other information (such as conference information) sent to the members within the appropriate time frame. The notice may include the agenda for the meeting.

Article IV. Board of Directors

1. Powers and Responsibilities
   The Board has the power and responsibility to establish membership criteria and requirements, including dues; to call membership meetings and to prepare agenda for those meetings; to appoint persons to the Board of Directors, if necessary; to elect the director member of the Executive Committee; to establish committees; to authorize the officers to perform various duties; and to amend the Bylaws. Major committees could include the nominating committee, the elections committee, the program committee, the publications committee, and such other committee or committees as the Board may from time to time create and designate as major committees.

2. Number of Directors, Eligibility, Term of Office, Limits
   Classes of Directors. There are two classes of directors: Directors-at-Large and the Host School Director. The Board shall consist of fifteen directors — fourteen Directors-at-Large and the Host School Director.
   Eligibility. Each Institute member in good standing as of February 15 of the year in which elections are to take place is eligible to be elected to the Board. Good standing may be defined by resolution of the Board of Directors. In the absence of such a resolution, every person on the membership list as of the appropriate date is a member in good standing

   Terms. Directors-at-Large are elected for four-year terms. The term of a Director begins at the Biennial Board Meeting of the year the Director was elected and expires at the start of the Biennial Board Meeting of the year in which the Director's term ends. For example, a Director-at-Large elected in 1998 will serve from the Biennial Board Meeting in the summer of 1998 until the start of the Biennial Board Meeting in the summer of 2002. A Director-at-Large who has served on the Board for three consecutive terms is not eligible for re-election until two years after expiration of the third term. Subject to the special provision below relating to the President-Elect (Article VI, paragraph C), seven directors are to be elected to four-year terms in years evenly divisible by four (e.g., 1992, 1996, 2000), and seven directors are to be elected to four year terms in even-numbered years not evenly divisible by four (e.g., 1994, 1998, 2002).
   The Host School Director. One seat on the Board of Directors is reserved for a Legal Writing Institute member who teaches at the Institute’s host school. The Host School Director is to be selected as follows: The Legal Writing Institute members teaching at the host school will recommend to the Board for the position of Host School Director one or more Legal Writing Institute members who teach at the host school. If more than one person is nominated for the Host School Director's seat, the Board of Directors shall select the board member from among those nominated. In general the Host School Director should be selected before the general election of the members of the Board of Directors (in order to allow host school Legal Writing Institute members who are not serving as the Host School Director to run for a position as Director-at-Large). The Host School Legal Writing Institute members may use whatever method they desire to recommend a person or persons for the position, including but not limited to self-nomination. The Host School Director shall serve a two-year term. The Host School Director shall act as liaison between the Board and the Legal Writing Institute support staff located at the host school and shall have such other special duties and powers as the Board may from time to time establish. The Host School Director is a member of the Executive Committee. The Host School Director is eligible to run for any office. The term limit for the Host School Director is 12 years. Host school members of the Institute are eligible for all offices and directorships and are not limited to the host school Director position.

   Transition rules. Directors whose terms began on January 1, 1995, will serve until the Biennial Board Meeting in the summer of 1998. Directors whose terms begin on January 1, 1997, will serve until the Biennial Board Meeting in the summer of the year 2000. Other transition rules may be adopted by the Board as it deems appropriate particularly with respect to officers and the Host School Director. With respect to the Host School Director position, the Board may, but need not, appoint a person to fill that position until 1998, even if such an appointment would increase the number of directors to 16 for that time period. In all events for the summer 1998 elections the officers to be elected are those established in these Bylaws and the procedures established in these Bylaws for electing them are to be followed.

3. Nomination and Election Procedures for Board Members
   Nomination. A member may nominate her- or himself or any other member for election to the Board. A member may nominate more than one person for election to the Board, but may not nominate more than 5 people, including him- or herself.

   Election of the Board of Directors. Each member in good standing on February 15 of the year in which the biennial meeting takes place is entitled to vote in the election of the Directors. The Secretary shall determine good standing. Voting for Directors shall take place by ballot through regular mail or through electronic means in accordance with policies and procedures which may be adopted by the Board. Each member may cast one vote for each of the directorships being filled. Only one vote may be cast by each member for a candidate; cumulative voting is not allowed

   Timing and Procedures. The election of the Directors is to be conducted in the spring of even-numbered years preceding the Biennial Board Meeting. The procedures to be followed may be established by the Board or a committee created by the Board. In general the election procedures should comply with the following guidelines: Nominations should be sent to the Legal Writing Institute at its principal office or to the Secretary by February 15 of the year of the election or to the chair of the elections committee. Ballots should be sent to members around March 15 of that year. Completed ballots should be sent to the Legal Writing Institute at its principal office or to the Secretary by April 1 of that year. The Board may permit voting by regular mail, by email, or by other means in accordance with the policies and procedures adopted by the Board.
   The seven (or six, if the President-Elect would otherwise be a candidate for election for that term) candidates receiving the most votes are elected to the Board.

4. Meetings, Voting, Quorum, and Minutes
   
   Biennial Board Meetings. The Biennial Board Meeting will be held every two years in even numbered years. The Biennial Board Meeting will be held in person or by proxy. At the Biennial Board Meetings an action by a majority of the Board present (either in person or by proxy) is an act of the Board.

   Special Meetings. Special meetings may be called by the President, or by a majority of the Executive Committee, or by a majority of the Board. Special meetings may be held by conference call, through email, or through other means authorized by the Board. At special meetings held in person, an action by a majority of the Board present (either in person or by proxy) is an act of the Board. At special meetings held through other procedures (e.g., email), action by a majority of the then serving directors is an act of the Board. Notice of a special board meeting shall be sent at least 15 and not more than 90 days before the special meeting. Notice of the meeting may be waived by a majority of the Board attending the meeting. Voting may be by any means authorized by the Board including, for example, in person, by proxy, via conference call, through email, by individual polling, or by mailed ballots.

   Quorum. A majority of the Board members then serving, i.e., excluding vacancies, constitutes a quorum for the transaction of any business at any meeting of the Board.
   Minutes. The Secretary shall take minutes of the meeting and shall send a copy of them to all directors. Minutes shall be sent to any Institute member upon request of that member or shall otherwise be made available through other means such as a web site or other technology.

5. Vacancies
   Vacancies on the Board may be filled by a two-thirds vote of the directors who vote on appointment of someone to fill the vacancy. A person elected to fill a vacancy shall serve the unexpired term of the predecessor director.

6. Recall

1. A director may be recalled in the following manner only.
   A director may be subject to recall if he or she has failed to perform the duties required of a member of the Board.

2. Any Institute member may request a recall election for one or more directors by submitting a petition containing the signatures of at least one-third of the Institute members in good standing at the time the petition is submitted. The signatures shall be submitted to a member of the Executive Committee. The Board shall mail ballots upon payment by the petitioning members of the expense for the recall vote.

3. A director shall be recalled by an affirmative vote of at least two-thirds of the members in good standing at the time the ballots are sent to the members

Article V. Executive Committee

1. Powers and Responsibilities
   Between Board meetings the Executive Committee has the power to do all things that the Board is empowered to do, except the Executive Committee cannot amend these Bylaws; it cannot reverse a Board decision or Board action in the absence of compelling circumstances requiring it to do so; it cannot act contrary to Board resolutions or directives in the absence of compelling circumstances requiring it to do so.

   The Executive Committee may speak on behalf of the Institute. The Executive Committee has the power to take positions on behalf of the Institute with respect to matters which are brought to the attention of the Institute where, in the judgment of the Executive Committee, acting through a Special Meeting of the Board would not be timely, fruitful, or otherwise necessary or appropriate given the constraints to act.
   The Executive Committee is responsible for the direct oversight of the officers of the Institute.

   The Executive Committee is responsible for operating and managing the Institute, including the ratifying appointment of all committee members and overseeing the hiring, supervising, and firing of any Institute employees.

   The Executive Committee is responsible for preparing the agenda for the Biennial Board Meeting. The Executive Committee is responsible for receiving, reviewing, and where necessary or appropriate, making recommendations on committee reports. All proposals for Board action including particularly budget items are to be received, reviewed, considered, acted upon and reported to the Board by the Executive Committee in a written report.

2. Executive Committee Membership, Terms, Quorum, and Voting
   The Executive Committee is composed of seven directors including the four Officers, the Host School Director, and two other directors elected by the Board. Four Executive Committee members is a quorum.

   The two non-Officer, non-host school Director positions on the Executive Committee shall be elected at the Biennial Board Meeting. Executive Committee members are elected for two-year terms.

   A majority of the Executive Committee members voting constitutes a decision by the Executive Committee.

3. Executive Committee Meetings
   The President, or in his or her absence, the President-Elect, chairs the Executive Committee meetings. In the absence of both the President-Elect and the President, the Treasurer shall chair the meeting.

   The Executive Committee should meet at least quarterly and should meet monthly either in person, through conference calls, or through email, through the internet or other technologies which may come available.
   The Executive Committee may act through formal meetings, through informal meetings, through voting without meeting, or through such other means as it deems appropriate for the issues being decided. Decisions shall be by vote. Votes may be done in person, by proxy, by mail, by email, by phone, or by other means adopted by the Executive Committee.

Article VI. Officers

1. Number, Selection, Term, and Term Limits
   There are four officers: President, President-Elect, Secretary, and Treasurer. The President-Elect, Secretary, and Treasurer shall be elected by the incoming Board of Directors. The President-Elect will become President upon conclusion of the two-year term as President-Elect. The term of office of each office shall be from one Biennial Board Meeting to the next. The President may serve only one two-year term as president in any six-year period. The President-Elect may serve only one two-year term as President-Elect followed by one two-year term as President in any six-year period. Persons elected as Secretary or Treasurer are limited to no more than three consecutive two-year terms in one office. The President is barred from seeking election as an officer until two years after expiration of the President's term of office. After the two-year sitting-out period, a past president is eligible for election to any office, including President-Elect.

2. President
   The President shall preside at all Board meetings and Executive Committee meetings; is the spokesperson for the Institute; has general management powers and the power to sign all documents, including contracts, in the name of the Institute; is responsible for overseeing Institute employees; and shall perform such other duties as are determined by resolution of the Board.

3. President-Elect
   In the absence or incapacity of the President, the President-Elect has the same powers and responsibilities as the President. The President-Elect has general management powers and the power to sign all documents, including contracts, in the name of the Institute. The President-Elect is responsible for overseeing elections. The President-Elect is a member of the Program Committee. The President-Elect shall perform such other duties as are determined by a resolution of the Board. In the event the President-Elect would become President in the year in which the President-Elect's membership on the Board of Directors would expire and the President-Elect would otherwise need to stand for re-election, the President-Elect will automatically be awarded one of the seven directorships for the coming four-year term. In this event, there will be only six Directors-at-Large elected with the seventh four-year term being filled by the President-Elect upon becoming President.

4. Secretary
   The Secretary shall keep the official records of the Institute, other than financial records, including but not limited to current membership lists, minutes, resolutions, and annual reports; shall keep and disseminate the minutes of all Board, Executive, and membership meetings; shall act in place of the Treasurer when the Treasurer is unable or unwilling to so act; and shall perform any special duties determined by a resolution of the Board.

5. Treasurer
   The Treasurer shall keep the official financial records of the Institute; shall be responsible for overseeing the accounting and disbursement of all Institute funds and other property; shall make a report and accounting to the Board at the Biennial Meeting and to the Executive Committee semi-annually; shall make a financial accounting to any Director, upon demand; shall act as chair in place of the President-Elect in the event the President and President-Elect are unable or unwilling to do so; and shall ensure that the Institute has complied with all federal and state requirements.

Article VII. Adoption and Amendment of Bylaws

1. Bylaws
   The Bylaws of the Legal Writing Institute shall be approved by the incorporators. Upon the approval of the Bylaws, their availability shall be made known to the general membership, and copies of the approved Bylaws shall be provided upon request.

2. Amendments to Bylaws
   The Board of Directors can amend these Bylaws by a two-thirds vote.