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Bylaws of the American Academy of Appellate Lawyers

(Restated as amended May 12, 2011)

Article 1 -- NAME

The name of the association is American Academy of Appellate Lawyers.

Article 2 -- PURPOSE AND CONSTRUCTION

Article 2.1. Purpose. The Academy is a professional association of lawyers skilled and experienced in appellate practice and related post-trial activity. The Academy is dedicated to the improvement and enhancement of the standards of appellate practice, the administration of justice, and the ethics of the profession. It brings together qualified members of the profession who, by reason of their character and ability, will advance the goals of the Academy and enrich its good fellowship.

Article 2.2. Construction. In these Bylaws, the word "state" includes the District of Columbia, Puerto Rico, and any territory of the United States.

Article 3 -- ACADEMY MEMBERSHIP

Article 3.1. Membership. There are four classes of membership: Fellows, Judicial Fellows, Emeritus Fellows and Honorary Fellows.

(a) Fellows. The Fellows are those who have been elected and inducted into the Academy and who have paid all required induction fees and dues. Only practicing lawyers who are licensed to practice law in the highest court of their respective states, who have engaged substantially in appellate practice for at least 15 years, and who meet and continue to meet the qualification requirements which are from time-to-time established by the Board of Directors ("Board") are eligible to be Fellows. Time spent as an appellate judge or law clerk may be considered in determining whether the 15 year requirement has been satisfied.

(b) Judicial Fellows. A Fellow who is elected or appointed to judicial office becomes a Judicial Fellow, with all of the rights and privileges of the Academy except the right to vote in elections. Judicial Fellows shall not be required to pay dues. Upon leaving judicial office, the person resumes the status of a Fellow and ceases to be a Judicial Fellow.

(c) Emeritus Fellows. A Fellow shall be eligible for admission to the status of Emeritus Fellow when the Fellow attains the age of seventy years and ceases to engage in the active practice of law. In the discretion of the Board, a Fellow under the age of 70 may be admitted as an Emeritus Fellow if the Fellow ceases to engage in the active practice of law because of age, illness, infirmity or other reason satisfactory to the Board. Emeritus Fellows shall have all the rights of Fellows but shall be required to pay one-half of Fellow dues.

(d) Honorary Fellows. By a two-thirds vote after report by the Membership Evaluation Committee, the Board may elect an Honorary Fellow to the Academy. An Honorary Fellow is a person who has attained a high degree of respect and eminence by contributions to or accomplishments in appellate practice, who can contribute to the goals and aspirations of the Academy, and who may not be eligible for election as a Fellow. An Honorary Fellow need not be admitted to practice law. Honorary Fellows are not entitled to vote in elections and are not eligible for election to office. Honorary Fellows are not charged initiation fees or dues. Honorary Fellows are charged registration and event fees according to the same policies and practices applicable to Fellows, except that fees may be excused for Honorary Fellows who act as speakers or moderators of programs. Honorary Fellows may be nominated by (i) the process used to nominate a Fellow, except that a summary of the reasons for the nomination should be substituted for case data, or (ii) request from the Board to the Membership Evaluation Committee for a report. All nominations must be reviewed by the Membership Evaluation Committee, which must follow a procedure substantially as provided in Article 3.3, tailored to the criteria set forth in this subdivision.

Article 3.2. Limitation on Membership. A total of no more than 500 lawyers may be elected as Fellows. The membership of a Judicial Fellow, an Emeritus Fellow or an Honorary Fellow is not to be charged against this limitation.

Article 3.3. Election as a Fellow in the Academy. Membership is by invitation only. Election is accomplished by a three-step confidential process.

(a) Nomination. A lawyer eligible for election as a Fellow may be nominated by the Board,or by a Fellow. If a Fellow nominates an eligible lawyer, the nomination must be seconded by at least one other Fellow. A lawyer eligible for election may not be nominated or seconded by a Fellow who is a partner, shareholder, counsel, or an employee in the same public or private law firm or organization as the nominee.

Nominations shall be submitted on a form prepared and maintained by the Academy, in order to ensure to the greatest extent possible consistency and completeness of information submitted. The Fellow nominating a candidate shall use an available data base and submit the names and dates of the cases in which the nominee appeared as counsel in the nominee's state appellate courts and all federal appellate courts. The list shall include either all cases in which the nominee has appeared or, if the nominee has appeared in more than 50 cases, shall include the most recent 50 cases. The information on the 10 most recent cases shall also include the names of opposing counsel and co-counsel and the names of the judges deciding the case.

Nominations shall be submitted to the Academy Office. The staff shall review the nomination to ensure that it is in proper form, and then transmit the nomination to the Membership Evaluation Committee for further review as provided in Article 3.3(b).

(b) Screening. The Membership Evaluation Committee shall assess whether the nominee's practice focuses substantially on appeals, based on an assessment of the nature of the nominee's practice, geographical location and demonstrated skill, commitment and interest in appellate work. This requirement shall presumptively be met by substantial involvement as counsel in an average of at least 2 appeals per year for at least 15 years. If the nominee meets this requirement, the Committee shall make relevant inquiries of opposing counsel, co-counsel, and judges identified by the data base search or by other means to determine whether the nominee possesses a reputation of recognized distinction as an appellate lawyer. The Committee shall then evaluate each nominee. If a nominee is approved by two-thirds of the Membership Evaluation Committee, the nominee shall be presented for election as provided in Article 3.3(c).

(c) Election and Invitation. Upon a two-thirds vote of the Board, a nominee recommended by the Membership Evaluation Committee. shall be approved for election to join the Academy. Prior to the Board vote, the Fellows of the Academy shall be surveyed, and any comments they might have on any nominee shall be considered by the Board. The President or designee shall extend to each nominee who is approved by the Academy an invitation to join the Academy. The invitation shall include a description of the Academy, its members and goals, induction fee and the annual dues obligations. Upon acceptance and payment of the induction fee and annual dues, the nominee shall become a Fellow of the Academy.

(d) Confidentiality. All discussions, proceedings, letters and reports incident to proposals and nominations for the Academy shall be held in confidence. The person under consideration for nomination or election as a Fellow shall not be informed, directly or indirectly, of the proceedings.

Article 3.4. Membership Committee. The President shall appoint a Membership Evaluation Committee, whose duties are prescribed in Article 3.3(b).

Article 3.5. Suspension, Termination of Membership, Expulsion or Discipline of Fellows.

(a) Non-Payment of Induction Fee. A newly elected Fellow shall not be added to the role of Fellows of the Academy, and shall not become a member, until the induction fee and appropriate dues have been paid.

(b) Penalties for Late Payment. Annual dues are payable by January 15. Any Fellow who does not pay dues by April 1 shall be assessed a penalty of $25, which shall be increased to $50 for non-payment by July 1. In addition, a Fellow who has not paid dues by July 1 shall be automatically suspended from membership until all dues and penalties are paid in full.

(c) Suspended Fellows. A suspended Fellow shall not have any of the rights or privileges of membership, nor shall the suspended Fellow's name be included in any Roll of Fellows published while the Fellow is suspended.

(d) Termination of Membership for Non-Payment of Dues. If a Fellow fails to pay dues by December 1, the Fellow's membership automatically terminates and the person's name shall be removed from the Roll of Fellows.

(e) Censure, Expulsion or Discipline of Fellows.

(1) The right to censure, suspend, expel, call for the resignation of, or otherwise discipline any Fellow is vested in the Board of Directors.

(2) Any Fellow may be censured, suspended, expelled or otherwise disciplined for misconduct in the Fellow's relations with the Academy or for conduct discreditable to the Academy or the profession, injurious to the Academy, or inconsistent with the purposes of the Academy.

(3) When a Fellow is suspended or disbarred from the practice of law the person automatically ceases to be a Fellow. Upon receipt of an authenticated copy of the order of suspension or disbarment, the Secretary shall forthwith remove the Fellow from the Roll of Fellows. The Secretary shall notify the person of the person's removal from the Academy's Roll of Fellows.

(4) The Board may refer any charges against a Fellow to a committee of the Board or of the Academy for investigation, hearing and report, and may act upon the report of the committee without further evidence, notice or hearing. A Fellow charged with misconduct shall be given written notice of the nature of the charges against the Fellow and 20 days' notice of the time and place at which the Fellow may have an opportunity to be heard in person or by a representative. The notice and charges shall be mailed to the Fellow at the Fellows' address as it appears in the Roll of Fellows. Regardless of the foregoing, if the charges have been the subject of a report by a disciplinary committee of any bar association or court, the Board may censure, suspend, expel or otherwise discipline the Fellow upon consideration of the report, without further evidence, hearing or report. The Board may, in its discretion, suspend a Fellow pending hearing and final disposition of the charges of misconduct. While suspended, a Fellow has none of the rights or privileges of membership.

(f) Reinstatement. The Board may, in its discretion and upon terms, reinstate the membership of a Fellow.

Article 3.6. Meetings. The Academy shall hold an annual meeting at a date, time, and location set by the Board. Other meetings of the Academy may be called at any time by the President, by the Board or by a written call signed by not less than twenty percent of the Fellows.

Article 3.7. Notice. Reasonable advance notice of the date, time and place of any meeting must be given.

Article 3.8. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, notice of the adjourned meeting must be provided as required in Article 3.7.

Article 3.9. Quorum. The Fellows present at any business meeting of the Fellows constitute a quorum for the transaction of business.

Article 3.10. Induction Fees, Dues and Contributions.

(a) Fellows are required to pay the inductions fees, dues and contributions set by the Board from time to time. Honorary Fellows are not required to pay an induction fee. Honorary Fellows and Judicial Fellows are not required to pay annual dues or contributions.

(b) The fiscal year of the Academy is a calendar year. The dues of the Fellows are payable by January 15 of each year after the year of induction. A dues statement shall be mailed no later than December 31 of the preceding fiscal year to each Fellow at the address listed in the Roll of Fellows.

Article 4 -- BOARD OF DIRECTORS

Article 4.1. Membership. The Board of Directors consists of the President, President-elect, Secretary, Treasurer, the immediate past President, and four members elected by the Fellows.

Article 4.2. Ex Officio Members. Past Presidents other than the immediate past president shall be ex-officio members of the Board, but shall not have the right to vote.

Article 4.3. Qualification. No member of the Board shall be eligible for re election until two years after the expiration of a four-year elected term. This disqualification shall not prevent the Board from electing a Board member or a former Board member as an officer. A past President is eligible to serve on the Board only as provided in Articles 4.1 and 4.2.

Article 4.4. Election and Terms of Office of Directors. At each annual meeting, by the affirmative vote of a majority of those Fellows present and voting, a Board member shall be elected to succeed the Board member whose term is expiring, and a Board member shall be elected to fill any vacancy required to be filled under Article 4.7. Only Fellows in good standing at the time of the annual meeting are eligible for election to the Board. The term of the elected member of the Board shall be four years beginning on January 1 of the next year following the annual meeting and ending four years later after the Board member's successor is elected, at the beginning of the successor's term, provided that the term of a member of the Board who becomes an Officer shall expire on the commencement of service as an Officer.

Article 4.5. Nomination Procedures. The following procedure will be used for nominating officers.

(a) Nominating Committee. Not later than June 30 of each year, the President shall appoint a Nominating Committee, composed of the Immediate Past President, as chair, and two other Fellows representing different states. With respect to all nominations, the Nominating Committee shall consult with current Board members and Officers and, as appropriate, past Officers and other Fellows. Promptly upon selection of the Committee, the Chair of the Nominating Committee shall arrange to inform the Fellows of (1) the names of each member of the Committee; (2) the Director vacancies to be filled at the annual meeting, including the lengths of the terms of each; 3) the fact that any Fellow may suggest candidates for Director positions; and (4) the date by which suggestions for Directors should be received in order to be considered by the Committee. The Nominating Committee shall consider all names submitted by Fellows and such other names as it may develop in consultation with Officers, past Officers, Board members and other fellows. The Nominating Committee shall nominate not more than two Fellows for each Director vacancy.

(b) Notice of Nominees. Not later than six weeks prior to the annual meeting, the Nominating Committee shall notify the Fellows and the Board of the nominees for the Board election to be held at the annual meeting. If a vacancy arises after the notice is sent to the Fellows, the Nominating Committee shall make supplemental nominations, using, to the extent practicable, the process provided in subsection (a) and the notice provided in this subsection.

Article 4.6. Quorum. Five voting members of the Board constitute a quorum for the transaction of business at any meeting of the Board.

Article 4.7. Vacancies. Vacancies on the Board shall be filled by election of a successor director to fill the balance of the unexpired term at the next annual meeting following the creation of the vacancy. The Board may appoint a Fellow to serve as a member of the Board until the vacancy is filled by election, even though the Fellow appointed may not be eligible for election to the Board under Article 4.3.

Article 4.8. Powers and Duties. The Board has the following authority: (a) to conduct the affairs of and manage the business of the Academy; (b) to adopt general rules and regulations for the qualifications and elections of Fellows, subject to these Bylaws; (c) to fix induction fees, dues and contributions; (d) to create any executive and administrative offices that may be deemed necessary and to fill those offices; (e) to elect Officers and, when there is a vacancy, Directors; and (f) to transact all business for and on behalf of the Academy not otherwise provided for in these Bylaws.

Article 4.9. Executive Committee.The Executive Committee shall consist of the President, President-elect, Secretary and Treasurer. The President shall be chair of the Executive Committee. During the intervals between meetings of the Board, the Committee shall exercise all of the powers of the Board under this Article 4 in the management of the business and conduct of the affairs of the Academy, except the power to amend these Bylaws and to fix induction fees, dues and contributions. The Committee may also exercise the power under Article 3.4(f)(4) to refer charges against a Fellow and, when extraordinary circumstances require, the power under Article 3.6 to select the time and place of a meeting, but may not exercise other powers of the Board under Article 3. The Executive Committee may not adopt rules or regulations in relation to any power that it may not exercise. All acts of the Executive Committee shall be reported to the Board at its next meeting.

Article 4.10. Meetings. The Board shall meet in conjunction with the annual meeting and at such other times as the President, or in the event of the President's unavailability or inability to act, the President-elect shall determine.

Article 4.11. Notice. A notice specifying the time and place of every meeting of the Board shall be transmitted to Board members a reasonable time before the meeting, except that by unanimous consent of the voting members of the Board a meeting may be called upon shorter notice. The notice shall be addressed to each member of the Board at the address listed in the Roll of the Fellows. By unanimous consent of the voting members of the Board, a meeting may be called with oral notice.

Article 4.12. Telephonic Meetings. Any one or more members of the Board or a committee of the Board may participate in any meeting of the Board or the committee through the use of a conference telephone or similar communications equipment which enables all persons participating in the meeting to hear one another. Participation by that means shall constitute presence in person at a meeting..

Article 4.13. Action by Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board entitled to vote consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board shall be filed with the minutes of the proceedings of the Board.

Article 5 -- OFFICERS

Article 5.1. Identification.The officers of the Academy are a President, a President-elect, a Secretary, a Treasurer, and the immediate Past-President.

Article 5.2. Election and Terms of Office. At the annual meeting held in the Fall, the Board shall elect Officers for a one year period to commence on January 1 of the next year, based on the report of the Nominating Committee, which shall have reported its nominees to the Fellows and the Board in accordance with the requirements of Article 4.5(b)..

Article 5.3. Vacancies. All vacancies in office shall be filled by the Board. Any officer appointed to a vacancy shall serve for the unexpired term of the officer's predecessor. When a vacancy occurs, the Nominating Committee shall submit a nomination to the Board at its first meeting held following the creation of the vacancy.

Article 5.4. Nomination of Officers. The Nominating Committee established pursuant to Article 4.5 shall nominate Officers for full terms of office and to fill vacancies. Any member of the Board may submit nominations for Officers in addition to the nominations submitted by the Committee.

Article 5.5. Duties of President. The President of the Academy shall preside at all meetings of the Academy and at all meetings of the Board. Except as otherwise provided in these Bylaws, the President may create and disband committees and appoint the chair for and members to all committees. The President shall serve as an ex-officio member of all committees except the Nominating Committee for officers. The President shall also discharge any other duties that are incident to the office or that the Board may require.

Article 5.6. Duties of President-elect. The President-elect shall preside at all meetings of the Academy and at all meetings of the Board in the absence of the President, and shall discharge any other duties that are incident to the office that the Board may require or that these Bylaws prescribe. In the event of the death, resignation, disqualification or disability of the President, the President-elect shall discharge the duties and exercise the powers of the President for the remainder of the unexpired term or, in the case of disability ending before the expiration of the term, until the disability has ended.

Article 5.7. Duties of Secretary. The Secretary shall keep the minutes of the meetings of the Fellows and of the Board, shall see that all notices are duly given in accordance with the provisions of these Bylaws, shall keep the records of the Academy, shall make any reports to the Executive Committee and to the Board that may be required from time to time, and shall discharge any other duties that are incident to the office or that the Board may require.

Article 5.8. Duties of Treasurer. The Treasurer shall arrange for collection of all Academy dues and induction fees, keep and maintain all financial records of the Academy, be responsible for the funds of the Academy, make reports as the Board may require, and discharge any other duties that are incident to the office or that the Board may require.

Article 6 -- AMENDMENT

These Bylaws may be amended by: (a) a vote of two-thirds of the voting members of the Board present at any regular or special meeting of the Board, provided that (1) a majority of the voting members of the Board present do not represent any one state and (2) a notice stating the subject of the proposed amendment and the date of the meeting was transmitted to each of the members of the Board at the same time notice of the meeting was provided; or (b) a majority vote of the Fellows present at any regular or special meeting, provided that the proposed amendment was included in the notice of the meeting.

Article 7 - PROVISION OF NOTICES

Any notices or other communications required or authorized under these by-laws may be provided by personal delivery, mail, facsimile transmission, electronic mail, or by publication in the official Academy newsletter which shall be mailed, electronically mailed, or delivered to all Fellows in good standing.

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