Berkeley Business Law Journal. Constitution. Berkeley School of Law. Berkeley Business Law Journal. University of California. Berkeley, CA

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1 Berkeley Business Law Journal Constitution Berkeley School of Law Berkeley Business Law Journal University of California Berkeley, CA I. INTRODUCTION The Berkeley Business Law Journal (the Journal ) is a scholarly legal publication which is published two times a year. The Journal publishes timely articles on topics in the area of business law. The Journal s primary agenda is to publish quality articles by established authors, as well as student pieces which meet publishability requirements. The Berkeley Business Law Journal is a community of students who are committed to corporate social responsibility through publication of a print journal, a daily blog, and campus events. How effective the Journal is in championing this cause will depend on the quality of its publications, which in turn depends upon the commitment and performance of each individual and our coordination as a staff. Office hours, source checks, the writing of a note or comment, and other responsibilities take considerable time and effort. Therefore, hard work, communication, and flexibility are essential to making the Journal a success. We encourage members to recognize that a position on the Journal is both an honor and a serious responsibility. Members should carefully consider whether they will be able to meet their Journal obligations in light of other priorities. If you have the time, there are a number of benefits of being involved with the Journal. Working on a publication such as the Journal strengthens one s research, editing, writing, and analytical skills. Being involved in Journal symposia is a great way to meet the players in the field and learn more about cutting edge business law issues.. II. ORGANIZATIONAL CHART III. Constitution ARTICLE I: Name and Purpose 101. Name The name of this organization shall be the Berkeley Business Law Journal (hereinafter "the Journal") Purpose

2 The purposes of the Journal are to prepare for publication and to distribute a legal periodical known as the Berkeley Business Law Journal and its corresponding The Network blog in pursuit of the objectives of the Journal as described in the Journal's Statement of Purpose. The Journal is not organized for monetary profit Offices The Offices of the Journal shall be located in Room 4 of the University of California Berkeley, School of Law, in Berkeley, California Eligibility and Statement of Non-Discrimination Only currently registered students, faculty, and staff may be active members in a registered student organization. Only active members may vote or hold office. We will not haze according to California State Law. We will not restrict membership based upon race, color, national origin, religion, sex, gender identity, pregnancy (including pregnancy, childbirth, and medical conditions related to pregnancy or childbirth), physical or mental disability, medical condition (cancer related or genetic characteristics), ancestry, marital status, age, sexual orientation, citizenship, or service in the uniformed services (including membership, application for membership, performance of service, application for service, or obligation for service in the uniformed services.) 105. Amendments to Constitution All amendments, additions or deletions to this document must be filed with the LEAD Center in 102 Hearst Gym Handling of Funds in the Event of Dissolution All unspent ASUC funds shall remain the property of the ASUC; all Graduate Assembly funds shall remain the property of the Graduate Assembly. Remaining privately-obtained funds may be donated to another nonprofit organization with prior approval of the ASUC Senate Finance Committee. ARTICLE II: Association Structure 201. The Journal shall be composed of an Executive Board, Print Committee, Submissions Committee, Symposium Committee, Development Committee, and Network Committee BBLJ Operating Staff 202.a. The BBLJ operating Staff (hereinafter "the Staff") shall be composed of an Editorial Board (all nonstaff positions), as described in Article III, and Staff Editors, as described in Article IV. Hence, the Staff consists of all Journal members. All members of the Staff shall be students at Berkeley Law or Haas School of Business Executive Board 203.a. An Executive Board shall (1) have ultimate decision-making authority on issues relating to fundamental issues concerning operations, structure, organization and management, (2) have ultimate decision making authority over all other issues unless granted exclusively to a committee listed below, and (3) generally provide a forum for the senior editors to discuss matters of Journal management.

3 203.b. The Executive Board shall be composed of the Managing Editor, Senior Articles Editor, Senior Executive Editor, Senior Submissions Editor, Executive Publications Editor, Senior Symposium Editor, Senior Supervising Editor, Development Editor, Grants Editor, Technology Editor, and Communications Editor, and chaired by the Editor-in-Chief. 203.c. The Executive Board shall constitute the voting members for all decisions relating to the Executive Board, Print Committee, Network Committee, Symposium Committee, Development Committee, and Submissions Committee Print Committee 204.a. A Print Committee shall (1) maintain the uniformity of the manuscript-edits, (2) maintain the editing schedule, and (3) generally provide a forum for those editing the Journal articles and notes to discuss problems relating thereto. 204.b. The Print Committee shall be composed of the Senior Articles Editor(s), Senior Executive Editor(s), Articles Editors, Executive Articles Editors, Submissions Editor, and Senior Supervising Editor; it will also be composed of Staff Editors appointed by the Editor-in-Chief, or the Executive Articles Editor(s), each of which will be assigned to a particular article. 204.c. The Print Committee shall be chaired by the Senior Articles Editor and the Senior Executive Editor Submissions Committee 205.a. A Submissions Committee shall (1) review submissions to the Article, and (2) determine whether to publish an article submitted to the Journal for publication in any of these sections, subject to veto by the Editor-in-Chief. 205.b. The Submissions Committee shall be composed of the Editor-in-Chief, Managing Editor, Senior Articles Editor, Senior Executive Editor and Submissions Editor; it will also be composed of Staff Editors appointed by the Editor-in-Chief or the Submissions Editor. 205.c. The Submissions Committee shall be chaired by the Senior Submissions Editor Symposium Committee 206.a. A Symposium Committee shall assist the Senior Symposium Editor in the conception and execution of Journal symposia. 206.b. The Symposium Committee shall be composed of members appointed by either the Senior Symposium Editor or the Editor-in-Chief, and chaired by the Senior Symposium Editor. 206.c. The Symposium Committee shall be chaired by the Senior Symposium Editor Network Committee 207.a. A Network Committee shall (1) maintain and develop the Network blog, (2) ensure the posting of blog posts consistent with the stated mission/focus of the blog, (3) generally provide a forum for those working on the Network to discuss problems relating thereto; and (4) to facilitate a community of business law professionals, students, and professors.

4 207.b. The Network Committee shall be composed of the Executive Publications Editor and the Senior Editors. 207.c. The Network Committee shall be chaired by the Executive Publications Editor Development Committee 208.a. A Development Committee shall assist the Development Editor ( DE ) in the DE s section 302.h.1 responsibilities, including ordering food for meetings, advertising BCLBE events, and staying apprised of all event planning details. 208.b. The Development Committee shall be composed of the Development Editor and two Development Staff Editors appointed by the DE. Preference for the Development Staff Editor positions will be given to students who are not in their final year at Berkeley Law or Haas School of Business. 208.c. The Development Committee shall be chaired by the Development Editor. ARTICLE III: Executive Board Responsibilities 301. General Provision The Executive Board of the Journal (hereinafter "the Board") shall exist to ensure the furtherance and successful completion of the purposes of the Journal, as stated in section 102, above, as well as in the Journal's Statement of Purpose. The Board, acting to fulfill its responsibility to maintain the integrity and purpose of the Journal, has the general authority to make decisions and to otherwise manage the affairs of the Journal in a responsible and credible manner Responsibilities of Individual Board Members 302.a. Editor-in-Chief 302.a.1. The Editor-in-Chief (hereinafter EIC ) is responsible for (A) ensuring that well-reasoned and appropriate final decisions are made regarding the editorial, administrative and managerial aspects of the Journal; (B) ensuring the effective running of the Journal and should be present at each Board meeting; (C) representing the Journal to the Berkeley Law administration, the Board of Overseers, and the legal community as a whole; (D) coordinating and supervising the selection of new members; (E) making final decisions regarding the publishability of student papers and outside articles; (F) delegating authority and responsibilities to senior members; (G) setting deadlines in conjunction with the Managing Editor, the Senior Executive Editor, and Senior Articles Editor; (H) evaluating member performance in conjunction with the Managing Editor, the Senior Executive Editor, and Senior Articles Editor; (I) handling disciplinary problems in conjunction with the Executive Board; (J) representing the Journal in a public relations capacity by handling public communication regarding the Journal; (K) overseeing and working directly with the Development Editor to implement the Journal s fundraising plan; (L) assigning articles, in conjunction with the Senior Articles Editor, to the Articles Editors; (M) meeting regularly with the Managing Editor and Executive Articles Editor to discuss overall progress and answer their questions; (N) promoting the events of, communicating with, requesting funds from, and meeting regarding symposia with the Berkeley Center for Business Law and the Economy; and (O) determining whether academic credit may be given to Journal members.

5 302.a.2. The Board shall consist of at least one and no more than two EIC(s). 302.b. Managing Editor 302.b.1. The Managing Editor (hereinafter ME) is generally responsible for the day-to-day operation of the Journal and for establishing deadlines with the EIC. The ME is specifically responsible for (A) handling financial matters relating to the journal, providing reimbursements to members, collecting membership dues, and maintaining all Journal accounts; (B) approving the purchase of or purchasing all supplies, equipment, and other items the journal may need from time to time; (C) compiling the master roster; (D) communicating directly with the school with respect to room reservations, BBLJ events in conformance with UCPD policies (e.g., alcohol permits); (E) purchasing snacks; and (F) coordinating with Journal Publications Administrator. 302.b.2. The Board shall consist of one ME. 302.c. Senior Executive Editor 302.c.1 The Senior Executive Editor (hereinafter SEE ) is responsible for (A) ensuring that each issue of the Journal is technically correct and consistent according to text and citation rules; (B) training Articles Editors and Staff Editors in proper Bluebook form; (C) supervising the work of the Articles Editors; (D) meeting regularly with the Articles Editors; (E) meeting when necessary with Candidates to discuss and review editing assignments; and (F) assigning articles, in conjunction with the Editor-in-Chief, to the Articles Editors. 302.c.2. The Board shall consist of at least one and no more than two SEE(s). 302.d. Senior Articles Editors 302.d.1. The Senior Articles Editor (hereinafter SAE ) is responsible for (A) ensuring that each article accepted for publication is edited in accordance with Journal policy, (B) maintaining correspondence with authors whose articles have been accepted for publication, and (C) effectively utilizing Articles Editors assigned to their respective article. 302.d.2. The Board shall consist of at least one and no more than two SAEs. 302.e. Executive Publications Editor 302.e.1 The Executive Publications Editor (hereinafter EPE ) is responsible for (A) serving as the liaison between BCLBE and The Network, and the Board and The Network; (B)supporting writers in identifying content and topics that are consistent with the stated mission/focus of the blog for publication; (C) ensuring the regular production of blog posts consistent with the stated mission/focus of the blog; and (D) reaching out to and sourcing materials from practitioner and professional contacts. 302.e.2. The Board shall consist of only one EPE. Notwithstanding any provision of Article VIII, the EPE shall be appointed by the EIC and approved by a majority of the Board. With the permission of the Editor-in-Chief, the EPE may propose a second board liaison from those lesser officers established under Section 207.b. 302.g. Development Editor

6 302.g.1. The Development Editor (hereinafter DE ) is responsible for (A) creating the Journal s fundraising brochure and materials; (B) planning an annual membership retreat, and social and professional networking events; (C) advertising BCLBE events; (D) designing Journal related-clothing to be sold to Journal members; (E) distributing care packages to first-year Journal members before the Fall Semester Finals period; and (F) planning events to promote diversity within the business law community. 302.g.2. The Board shall consist of at least one and no more than two DE(s). 302.h. Senior Submissions Editor 302.h.1. The Submissions Editor is responsible for (A) soliciting articles from practitioners and academics; (B) soliciting and developing student articles; (C) the initial review of articles submitted for publication; (D) making a preliminary selection of articles for publication; and (E) ascertaining which issue and events in the business law arena should most concern the Journal. 302.h.2. The Board shall consist of one Senior Submissions Editor. 302.i. Senior Symposium Editor 302.j.1. The Senior Symposium Editor is responsible for (A) planning the annual Journal Symposium; (B) making recommendations for future symposia, including suggested topics, dates, etc.; (C) researching and developing a list of potential Symposium speakers to be approved by the EIC; and (D) coordinating all aspects of planning the Symposium such as creating and mailing invitations, contacting speakers, budgeting, reserving rooms, making travel arrangements, and arranging for catering. 302.j.2. The Board shall consist of at least one and no more than two Senior Symposium Editor(s). 302.k. Communications Editor 302.k.1. The Communications Editor is responsible for (A) facilitating communication as between and within Journal members, committees, boards, etc.; (B) organizing social functions and supporting Journal meetings as necessary, e.g., reserving time and place for functions/meetings, providing food and drink, sending invitations and notices of events; (C) maintaining a master list of all members and their respective past summer employers (to be made available to the general membership); (D) setting up meetings of the Executive Board when required; (E) attending all Executive Board meetings, voting at such meetings as the voice of the membership at large, and keeping minutes of such meetings which are to ed within 24 hours of the meeting to all members; (F) contacting, in the event of an emergency Board meeting, each Board member individually; and (G) ensuring that proper records of an emergency Board meeting are kept. 302.k.2. The Board shall consist of only one Communications Editor. 302.l. Senior Supervising Editor 302.l.1. The Supervising Editor is responsible for (A) formatting all articles; (B) preparing the masthead, title pages, and tables of contents; (C) coordinating the final round of edits by the Print Committee and EIC; (D) overseeing all contract negotiations and communication with bepress and other online sources that publish the Journal; and (E) updating and maintaining technology as needed and providing computer training and assistance to the entire staff.

7 302.l.2. The Board shall consist of only one Senior Supervising Editor. 302.m. Grants Editor 302.m.1. The Grant Editor (hereinafter GE) is responsible for: (A) applying for funding for the journal; (B) ensuring the funds are allocated as the grant specifies; (C) looking for new funding opportunities; and (D) serving as an auditor over the ME. The GE shall work closely with the ME and is specifically responsible for attending funding workshops and meetings for the UC Berkeley Graduate Assembly (GA) and Boalt Hall Student Association (BHSA), submitting funding applications to these organizations each semester, and processing reimbursements. In addition, the GE shall work with the Boalt Alumni Development Office, BCLBE, and potentially local law firms to develop new funding strategies and initiatives. 302.m.2. The Board shall consist of one Grant Editor. 302.n. Technology Editor 302.n.1. The Technology Editor is responsible for maintaining and updating busineslawjournal.org, the Network website, and scholarship.law.berkeley.edu. This includes ensuring that the websites have the current masthead, board composition, and list of BBLJ and BCLBE events. 302.n.2. The Board shall consist of one Technology Editor. 302.o. Transfer Student Engagement Policy 302.o.1. It is the objective of BBLJ to have at least one transfer student on the board each year. ARTICLE IV: Print Staff Responsibilities 401. Executive Editors 401.a. Eligibility to Become an Executive Editor The position of Executive Editor will be open to any law student Journal member with at least one year s previous experience working on the Journal. 401.b. Selection of Executive Editors To become an Executive Editor a student must (1) be on at least one article per issue; (2) hold regular meetings; (3) record all time spent on Journal related activities; and (4) attend a monthly meeting with the Senior Executive Editor. 401.c. Academic Credit Academic credit will be awarded in accordance with section Staff Editors 402.a. Eligibility to Become a Staff Editor The position of Staff Editor will be open to any member of Berkeley Law or the Haas School of Business. 402.b. Responsibilities of a Staff Editor

8 A Staff Editor s responsibilities include (1) working on at least one article; (2) logging at least 15 hours of Journal related participation per semester, including social events, lunchtime speaker events, and time spent cite-checking, source collecting, and bluebooking for an article. 402.c. Academic Credit Academic credit will be awarded in accordance with section 801. ARTICLE V: Network Staff Responsibilities 502. Senior Editor 502.a. Eligibility to become a Senior Editor The position of Senior Editor will be open to any Journal member. The number of Senior Editors will be determined by the EPE. Senior Editors will be approved at the EPE s discretion except as otherwise limited by this section. 502.b. Responsibilities of a Senior Editor Senior Editors shall be responsible for (1) overseeing the production deadlines of student and professional contributors, (2) fact-checking and proofing of all assigned articles, and (3)l providingsupport, both within the Network and in law school generally, to their student contributors. The EPE will designate at least one Senior Editor to be the Copy Editor, whose responsibilities include (a) final proofing of all stories, including grammar, punctuation, spacing, appearance, and properlylinked articles, published on The Network; (b) posting articles to The Network after final proofing; (c) managing the final copies of all manuscripts and coordinating with the EPE to determine a timeline for the publication of material; and (d) insofar as possible, maintaining and developing the appearance and usability of The Network web page Contributing Writers 503.a. Eligibility to Become a Contributing Writer The position of Contributing Writer will be open to (1) any member of Berkeley Law School or Haas School of Business. Other members of the UC Berkeley community may also become a Contributing Writer with the consent of the EPE and a majority of the Board. 503.b. Responsibilities of a Contributing Writer A Contributing Writer s responsibilities include (1) producing content consistent with schedule set by the EPE; and (2) writing such a number of stories per semester for The Network, as required by the EPE s production schedule. Topics for stories can be suggested by the EPE, taken from the EPE s weekly Available Topics list, or the Contributing Writer may choose their own topic pending approval by a Network Senior Editor or the EPE. ARTICLE VI: Symposium Staff Responsibilities 601. Symposium Editors 601.a. Eligibility to Become a Symposium Editor

9 The position of Symposium Editor will be open to any member of Berkeley Law or the Haas School of Business, with preference given to members interested in organizing and developing the topic of the yearly symposium. 601.b. Responsibilities of a Symposium Editor A Symposium Editor s responsibilities include (1) coordinating with the Senior Symposium Editor to facilitate a highly publicized and topical symposium relevant to the business law community, (2) researching selected topics, (3) reaching out to regulators, professionals and academics, (4) extending invitations to professors and practitioners, (5) drafting summaries of academic scholarship on the topic, (6) planning symposium logistics, (7) expanding networking opportunities with professionals for BBLJ members. ARTICLE VII: Organization and Function 701. Executive Board Meetings 701.a. Frequency The Board shall hold regular meetings once a week throughout the academic year. Additional meetings may be convened by the EIC, or at the request of one third of the Executive Board members. 701.b. Meeting Moderator, Agenda and Records The EIC shall be primarily responsible for ensuring that the Board meetings function regularly, efficiently, and effectively. To this end, the EIC shall circulate a proposed agenda via google doc before each meeting. The Communications Editor shall be responsible for ensuring that proper records of all Board meetings are kept and that these minutes are typed up and kept available on the google doc. 701.c. Quorum and Attendance A quorum of the Board shall be 50% + 1 of the sitting Board. All votes of the Board are only valid if a quorum of the Board is present. The Board members should attempt to participate in each Board meeting. Missing three consecutive, regularly scheduled Board meetings, or eight regularly scheduled Board meetings over the course of a member's term, shall be considered indicative of the editor's not fulfilling her or his responsibilities to the Journal. However, if a member has a timing conflict due to an externship or field placement, the member will be excused from all meetings during that semester. 701.d. Voting Procedure 701.d.1. Eligibility Each Board member present at a Board meeting shall have one vote. 701.d.2. Absentee and Abstaining Votes Executive Board members must be present to vote. There shall be no votes by proxy. Board members may abstain from voting on a given issue. 701.d.3. Proposal Procedure (A) Any voting member present may present a motion for approval at a Board meeting for issues that would not impact the operation of the Journal beyond the current term. (B) Any voting member seeking

10 to present a proposal that would impact the operation of the Journal beyond the current term must first get approval by the Board before it is presented before the general membership for a vote. 701.d.4. Passing Procedure A simple majority is required to pass all motions concerning ordinary matters internal to the Journal. A simple majority of the General Membership is also required to pass all motions concerning the operating of the Journal beyond the current term. A 75% majority is required to pass all motions concerning extraordinary matters that will have a substantial impact on the Journal s representation to the general public. 701.d.5. Reversals and Amendments (A) Requirements to reverse a decision previously made by the Board must undergo the same voting procedure that was required to pass the original motion. (B) Amendments, so long as they do not change the substantive provisions of the original motion, are to be passed by a simple majority vote through the Board. (C) The EIC shall decide on any other issues of procedure subject to an override by a plurality of the remaining Board members. (D) Additionally, in the event of a tie, the EIC shall cast an additional vote. 701.e. Emergency Board Procedures 701.e.1. Emergency Board Meetings When special circumstances occur, emergency meetings of the Board may be called by the EIC or by one third of the Board members. When such a meeting is called, the Communications Editor shall be responsible for contacting each Board member individually. In addition, the Communications Editor shall be responsible for ensuring that proper records of such a meeting are kept and, if time permits, the EIC is responsible for posting an agenda. 701.e.2. Emergency Board Decisions Whenever the EIC or any one third of the Board determines that it is not practical to hold a meeting of the Board before an important decision must be made, the EIC, or a designee, may conduct a poll of the Board. If a good faith effort is made to contact every Board member, and at least three-quarters of the members are actually consulted, the decision reached as a result of such a poll shall be a decision of the Board. Whenever this procedure is followed, a written description of the polling and results shall be posted and put into the minutes of the following Board meeting Committee Meetings 702.a. Frequency Committees shall hold meetings at least once a semester and as otherwise deemed necessary. Additional meetings may be convened by the Committee chair, or at the request of one third of the Committee s voting members. 702.b. Meeting Moderator, Agenda and Records The Committee s chair shall be primarily responsible for ensuring that the committee meetings function regularly, efficiently and effectively.

11 702.c. Quorum and Attendance A quorum of the Committee Meetings shall be 50% + 1 of the voting Committee members. All votes of the Committee members are only valid if a quorum of the voting Committee members are present. Voting Committee members should attempt to participate in each Committee meeting. 702.d. Voting Procedure 702.d.1. Eligibility Each Committee member eligible to vote, as described in Article III, shall have one vote. 702.d.2. Absentee and Abstaining Votes Committee members must be present to vote. There shall be no votes by proxy. Committee members may abstain from voting on a given issue. 702.d.3. Proposal Procedure Any member present, voting or non-voting, may present a motion for the Committee's approval. 702.d.4. Passing Procedure A simple majority is required to pass all motions of the Committee. 702.d.5. Reversals and Amendments (A) A simple majority of the Committee members shall be required to reverse a decision previously made by the Committee; and (B) Amendments to an original proposal from the floor must be passed by a simple majority. 702.e. Emergency Committee Procedures 702.e.1. Emergency Committee Meetings When special circumstances occur, emergency meetings of a Committee may be called by the Committee chair, or by one third of the voting Committee members. When such a meeting is called, the Committee chair shall be responsible for contacting Committee members and ensuring that proper records of such a meeting are kept and, if time permits, for posting an agenda General Staff Meetings 703.a. Frequency The Board shall be responsible for convening regular meetings of the Journal Staff at least once a semester and otherwise as deemed necessary. Additional meetings may be convened by the EIC, at the request of one third of the Board members or at the request of one third of the Journal Staff. 703.b. Meeting Moderator, Agenda and Records The EIC shall be primarily responsible for ensuring that general Staff meetings function regularly, efficiently and effectively. To this end, the EIC shall circulate a proposed agenda before the meeting. The Communications Editor is responsible for ensuring that proper records of all general Staff meetings

12 are kept and that these minutes are typed up and posted within one week after the general Staff meeting takes place. 703.c. Quorum A quorum of the general Staff shall be 50% + 1 of the sitting general Staff. All votes of the Staff are only valid if the number of votes cast is at least 50% + 1 of the general staff. Votes shall be cast through electronic mail. 703.d. Attendance Staff members should attempt to participate in each general Staff meeting. Missing two regularly scheduled general Staff meetings over the course of a member s term, shall be considered indicative of the Staff member's not fulfilling her or his responsibilities to the Journal. 703.e. Voting Procedure 703.e.1. Eligibility Each Staff member present at a general Staff meeting shall have one vote, except during the process of selecting a new Board, as described in 802.b.1. There shall be no voting by proxy. 703.e.2. Proposal Procedure Any voting member may present a motion for the Staff's approval. A simple majority is required to pass all motions of the Staff, with the following exception: a plural majority of the Staff members shall be required to reverse a decision previously made by the Staff. 703.f. Emergency Staff Procedures 703.f.1. Emergency Staff Meetings When special circumstances occur, emergency meetings of the Staff may be called by the EIC or by one third of the Executive Board members. When such a meeting is called, the Communications Editor shall be responsible for contacting Staff members and ensuring that proper records of such a meeting are kept and, if time permits, for posting an agenda Training Materials The EIC, or a designee, shall be responsible for the establishment of a Training Materials that will be located on the Journal s A-Drive which will aid in the training of Staff Editors. The Training Materials will include, at least, a C&S Guide, a Proofreading Guide, and a Business Law Research Guide Education As part of the purpose of the Journal, the structure and function of the Journal shall support and promote business law education, as described in Article IX. ARTICLE VIII: Executive Board Selection 801. Eligibility

13 801.a. All second or third year students with at least one year of prior Journal experience, other second and third year law students with equivalent experience in other law journals, and LL.M. students with prior law journal experience, are eligible to run for Board positions. 801.b. Any eligible Board candidate may be a candidate for as many seats as she or he desires. However, a newly-elected Board member cannot run for another seat Election Process 802.a. Election Timetable 802.a.1. By February 1 of each year, the Communications editor shall send an to all Staff members announcing the annual election meeting, suggesting that each person review the description of editorial positions listed in the , inviting Staff members to contemplate running for such positions, and generally making current Board members available for questions regarding their duties. 802.a.2. The Board shall be elected at an annual election meeting open to the general membership to be held on or prior to March b. Voting in Board Elections 802.b.1. VotingFor elections of every elected position, each member of the journal present at the election shall be entitled to one vote.802.b.2. Vote Counting (A) Each position shall be elected by a plurality vote. For offices in which there is only one position, the person with the highest number of votes is elected. For offices in which there are multiple positions, there shall be an individual vote for each position. Once one of the positions is filled, the winner shall be removed from the ballot and there shall be a second vote including only the remaining candidates. In any case, if there is a tie, there shall be a second vote in which only the pairs or persons that tied are eligible to be elected. 802.c. Election Procedure 802.c.1. The EIC shall moderate the annual Board election meeting while the Communications Editor keeps minutes. 802.c.2. A quorum of the electorate, for the purpose of the annual election meeting, shall be 50% + 1 of the current Staff of the Journal. 802.c.3. The order of the elections shall follow either the order in which the editors are listed in Article III of these Bylaws, or an order agreed upon by the Executive Board not less than three weeks prior to the annual election meeting. The order that is ultimately agreed upon shall be prominently posted. 802.c.4. At the annual elections meeting, the moderator shall call for nominations for the editorial position. Both self-nominations and third person nominations shall be valid. In the case of a third person nomination, the nominee must agree to the nomination. 802.c.5. The moderator (EIC or designee), when receiving no further nominations, shall officially close nominations. The moderator shall then allow each candidate, in alphabetical order, to say a few words about her or his own qualifications. These remarks shall not exceed two minutes.

14 802.c.6. Upon completion of the remarks, the moderator shall open the floor to five minutes of general questions and discussion. This discussion should be limited to the qualifications of the candidates and the needs of the Journal overall. This discussion may be waived. 802.c.7. At the end of the discussion period, the moderator shall call for a vote, at which time voting shall occur by secret ballot. The ballots shall be counted by the moderator or an impartial designee, and shall be available for confirmation of the results Tenure The tenure of each Board member shall be approximately one year, beginning after the transition period, as described in section 804, below, and continuing until the end of the transition period of the following Board Transition 804.a. Responsibilities During Transition The outgoing Board is responsible for ensuring a smooth and constructive transition. Outgoing Board members are responsible for helping new Board members to understand their new positions. 804.a.1. Upon the completion of Board elections, and once all incoming Board members have accepted their positions, the incoming Board will begin a transition period which shall last no longer than three weeks. The outgoing Board should determine the exact date at which the transition period ends. The transition period should end in early April. At the end of the transition period, the incoming Board shall officially take over the editorial duties of the Editorial Board. However, as described below, certain administrative duties shall remain with the outgoing Board. Additionally, all outgoing Articles Editors, who are required to complete certain article edits in order to receive academic credit, shall be required to complete their edits. 804.a.2. The administrative duties that shall remain vested in the outgoing Board shall include: the award of academic credit; the details of the transition of the outgoing Board to the incoming Board; and any other administrative matters pertaining to the completion of any Journal issues associated with the outgoing Board that are necessary. 804.b. Transition Process The transition period will consist of, at a minimum, the following: two Executive Board meetings of the outgoing Executive Board attended by the incoming Executive Board members; one meeting of incoming and outgoing EIC and Managing Editor to discuss the Journal s budget and other administrative matters; one Articles Editors meeting chaired by the outgoing Executive Articles Editor; one Symposium Editors meeting chaired by the outgoing Senior Symposium Editor; and one Network Editors meeting chaired by the outgoing Executive Publications Editor. There shall be meetings as necessary between incoming and the outgoing EIC, Managing Editor, Executive Articles Editors, Development Editors, Symposium Editors, Submissions Editors, Supervising Editors, Communications Editors, and Grants Editors. The purpose of the specific editors' meetings is to introduce incoming editors to the specific responsibilities of their position and to offer suggestions.

15 ARTICLE IX: Removal and Replacement 901. Removal 901.a. Any Staff member may be removed for cause from membership in the Journal or suspended by a two-thirds vote of the Board. 901.b. The following circumstances create a presumption that cause exists for removing a Staff member and normally shall result in the removal of that editor: 901.b.1. failure to fulfill one's Journal responsibilities over the summer; 901.b.2. failure to attend to one's Journal responsibilities for four consecutive weeks during the school year; 901.b.3. representations that the Staff member has performed Journal work which she or he has in fact neglected to do; or 901.b.4. if a staff member has been found to have plagiarized work product submitted for inclusion in the Network or Book Review. 901.c. When the Board is considering action against a Board member under this section, with respect to the official discussion of the matter and the final decision regarding the Board member's status, all Board members except the Board member against whom the action is proposed shall be eligible to vote Replacement 902.a. A vacant position on the Board, other than that of an EIC, shall be filled if the Board determines that the position should be filled. 902.a.1. The Communications Editor shall notify the general membership via electronic mail regarding the need for a Staff member to fill the vacancy on the Board via an election during an emergency Staff meeting pursuant to section 703.f a.2. A non-editor-in-chief Board position shall be filled by a self-nominated member of the Staff elected by a vote of the Staff at an Emergency Staff Meeting pursuant to section a.3. The same rules set out in section 802.b.3. regarding vote counting shall apply to the election to fill a vacancy on the Board. 902.b. A vacant Editor-in-Chief position shall be filled by an affirmative vote of a plurality of the Staff soon after the vacancy becomes apparent. 902.b.1. The election to fill an Editor-in-Chief vacancy shall be complete within three weeks of the occurrence of the vacancy if the vacancy occurs during the school year. If the vacancy occurs during either summer or winter vacation, the vacancy shall be filled within three weeks after the resumption of classes.

16 902.c. A vacant Staff member position shall be filled at the discretion of the Board. Such a vacancy shall be filled, if it is determined that it should be filled, by a procedure respecting the method in which Staff members were originally selected. ARTICLE X: Academic Credit Academic Credit 1001.a.1. The EIC shall be responsible for the certification to the UC Berkeley, School of Law for the academic credits, if any, to be awarded to a Board member or Staff member for her or his participation on the Staff of the Journal a.2. The EIC shall be responsible for posting, and otherwise giving notice regarding, the date when credit determination shall occur. The EIC are responsible for ensuring that such determination is properly conveyed to the proper authorities at the law school a.3. The award of academic credit to Journal members shall occur at a regularly scheduled Board meeting a.4. Second and Third year Journal members shall be able to receive up to one (1) academic credit per semester for a maximum of two semester for their work on the Journal a.5. Academic credit for participation on the Journal shall be awarded according to the guidelines created by the EIC. ARTICLE XI: Education and Colloquium General Provision In furtherance of its goal of promoting awareness about business law issues, as stated in the Journal Statement of Purpose, the Journal shall support and engage in educational events focused both at its own members and at members of the greater University of California, Berkeley community Symposium The Journal shall sponsor an annual Symposium at the discretion of the Board Special Journal Issues The Journal may publish a special issue at the discretion of the Board Special Committees Each Staff Editor is required to choose one of the following committees on which to work throughout the year: Submissions Committee, Print Committee, Symposium Committee, Network Committee, or any other committee which the EIC may create at her or his sole discretion. These committees are described above. Each committee presents opportunities for Staff members to use their initiative and to participate in the management of the Journal. ARTICLE XII: Masthead Masthead Credit

17 1201.a. All Board Members shall receive Masthead credit unless removed from office in accordance with Article IX of the Bylaws b. All Staff members shall receive Masthead credit if they fulfill their obligations under Articles IV, V, and VI of the Bylaws unless removed from office in accordance with Article X of the Bylaws. ARTICLE XIII: Bylaw Amendment 1301.a. The Bylaws shall be ratified by the Board subject to approval by the Staff at the February 2004 general meeting b. The Bylaws may be amended at the will of the Staff b.1. Any member of the Staff may propose an amendment to the Bylaws b.2. A proposal to amend the Bylaws must be submitted to the Staff for consideration at a general Staff meeting b.3. The Bylaws may only be amended by a vote of two-thirds of those present at the general Staff meeting where the amendment has been proposed, subject to the (50% + 1) quorum requirements of section 703.c c. These Bylaws took effect on [INSERT DATE], and were last amended [INSERT DATE]. sectionsectionsectionsectionsectionsectionsectionsectionsectionsectionsectionsectionsectionsectionsec tionsectionsectionsectionsectionsectionsectionsectionsectionsectionsectionsection