BY-LAWS. of The Commercial Law League of America MARCH/APRIL 2007 SECTION 4. MANNER OF ACTING: ARTICLE I OFFICES

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1 BY-LAWS of The Commercial Law League of America ARTICLE I OFFICES The office of the Corporation shall be located in the city and state designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Governors may, from time to time, determine. ARTICLE II BOARD OF GOVERNORS MEETINGS SECTION 1. MEETINGS: (A) The President, in consultation with the Board of Governors, shall provide by resolution the time and place for the holding of the two (2) annual meetings of the Board. (B) Special meetings of the Board of Directors may be called by the President, or by a majority of the voting Directors then in office, who may fix any place as the place for holding any special meeting. SECTION 2. NOTICE: (A) Notice of any regular/annual meeting of the Board shall be shall be given at least thirty (30) days previous thereto by written notice delivered personally or sent by first-class mail or by facsimile or other electronic means to each Director at his/her address as shown by the records of the Corporation. (B) Notice of any special meeting of the Board of Directors shall be given at least fourteen (14) days previous thereto by written notice delivered personally or sent by first-class mail or by facsimile or other electronic means to each Director at his address as shown by the records of the Corporation. (C) Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. (D) The specific business to be transacted at, or the purpose of, any special meeting of the Board of Governors shall be specified in the notice of such meeting. SECTION 3. QUORUM: The presence in person of a majority of the Board of Governors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present in person at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. SECTION 4. MANNER OF ACTING: The act of a majority of the Governors present at a meeting at which a quorum is present shall be the act of the Board of Governors, unless the act of a greater number is required by law or by these Bylaws. Governors may, at the consent of the President, attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other or may vote by mail ballot. SECTION 5. INFORMAL ACTION: Any action required by law to be taken at a meeting of Governors, or any action that may be taken at a meeting of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Governors. ARTICLE VIII ADMINISTRATIVE DEPARTMENTS SECTION 1. A. The management of the League shall be organized around an internal department structure of which there shall be the following departments. 1 Administrative 2 Education 3 Finance 4 Government Affairs 5 Marketing 6 Meetings 7 Membership 8 Professional Responsibility The Board of Governors may establish additional departments, combine departments, or place management of one or more departments under one or more staff persons. B. Each department and its staff shall be supported by a corresponding National committee composed of League members. The National committee shall provide input and direction to the staff person charged with the management of the department. Each committee shall be assigned to interface with a department but may utilize the staff of other departments. C. The duties of a department manager include but are not limited to the following. (1) Request input and direction from each committee pertaining to the needs of the members and the goals and objectives of the League's Strategic Plan. (2) Assist each committee in developing those programs that are required for the committee to fulfill its duties and the goals and objectives of the League's Strategic Plan. 140

2 2007 CLLA ROSTER (3) Set time-lines and implement, with the assistance (if required) of each committee, the programs or projects that the committee recommends or develops. (4) Manage, monitor, and suggest modification to any programs or projects developed or recommended by each committee. (5) Measure and report the effectiveness of programs and projects. (6) Provide guidance in preparing budgets for committee projects and for preparing the League's annual budget. (7) Maintain in the League office the records of the committee for which the staff person has responsibility so as to provide continuity within the committees. SECTION 1. A. National Committees ARTICLE IX COMMITTEES There shall be the following National Committees: 1. Government Affairs 2. Membership 3. Professional Responsibility 4. Marketing 5. Education 6. Meetings B. The duties of the National Committees are: (1.) Government Affairs -The Government Affairs Committee and staff shall jointly monitor, develop and advocate positions on proposed or pending federal or state legislation that affects League members; when appropriate, to propose legislation which may benefit League members; disseminate information to members through other League committees pertaining to legislation affecting League members; establish strategic alliances with other organizations to further the objectives of the committee; and correlate its activities where appropriate with the National Education Committee. (2.) Membership Committee - The Membership Committee and staff shall jointly monitor changes in membership; develop and implement programs to increase and retain domestic, international, section and region membership; encourage sustaining and Patron Fund membership; and develop member benefit programs. The committee, to accomplish its goals, may establish subcommittees pertaining to different membership groups. The committee should collaborate with the Young Members Section to attract young members including law students as members of the League. The committee shall correlate its activities where appropriate with the National Education, Meetings and Marketing Committees. (3.) Professional Responsibility - The Professional Responsibility Committee and staff shall jointly review and make recommendations for adoption of programs to assist the League and its members to attain the highest levels of ethical and professional conduct; and study and make recommendations to the Board as to what qualifications, if any, should be required of attorney members and other members for joining and retaining their membership in the League. In addition, the committee shall develop and implement, subject to Board of Governor approval, Codes of Professional Conduct for its constituent groups and governing relations between League attorneys and agencies. The committee, where appropriate, shall coordinate its activities with the National Education, Marketing, Meetings, and Membership Committees. (4.) Marketing Committee -The Marketing Committee and staff shall jointly develop, initiate, plan and present materials and programs to promote the League and the services provided by all of its members; establish name recognition for the League in the credit, business, and legal community for the express purpose of obtaining new members and developing business opportunities for all members. The committee shall, where appropriate, coordinate its activities with the National Education, Meetings, and Membership Committees. The committees' recommended activities shall not favor one constituent group of League members over another. (5.) Education Committee -The Education Committee and staff shall jointly develop, plan, initiate and present education materials and programs for use at League meetings and events for the benefit of members, prospective members and other non-members in the credit, business, and legal communities. The Education Committee shall coordinate its efforts with the National Government Affairs, Membership, Meetings, Marketing, and Professional Responsibility Committee. (6.) Meetings Committee - With the objective of providing stimulating and cost effective meetings, the Meetings Committee shall coordinate with staff and the regions in the planning, staging, marketing, and running of all League meetings, conferences, conventions, and events. The committee is charged with examining and developing policy, and where appropriate to develop cooperative agreements with the regions and sections, as to all aspects of League meetings, conferences, conventions, and events, including but not limited to the number, time, date, location, duration, scheduling, staging, marketing, registration fees and the formula for the division of revenue derived from League meetings. The committee shall coordinate its activities with the Finance, Education, Membership, and Marketing committees. C. The composition of each committee and the initial term and subsequent term of each committee appointee is as follows: (1) Chairperson for a two-year term. (2) Two representatives of the Bankruptcy Section for two-year terms. (3) Two representatives of the Creditors Rights Section for two-year terms. (4) One representative of the Young Members Section for a one-year term. (5) One representative of the Commercial Agency Section for a one-year term. (6) One representative of the non-agency section agencymembers of the League for a one-year term. (7) One non-agency member representative from each of the five regions, each for a two-year term. 141

3 (8) Three at-large representatives for one-year terms. To effect staggered terms: (a) Upon the initial appointment of the representatives from the Bankruptcy Section and the Creditors Rights Sections, one of the two appointees from each section as determined by the Section shall serve a oneyear term. (b) Upon the initial appointment of the regional representatives, the appointees from the New England and Western Regions will each serve for a one-year term. (9) Additional members who are appointed to a committee shall serve until the end of the chairperson's term. (10) Each committee shall have a chairperson and two vice-chairs. D. Committee Appointments. (1.) Presidential appointments. (a) The chairperson of each committee shall be appointed by the President. To allow each President the opportunity to appoint committee chairs, the President in office upon passage of these by-laws shall appoint the chairperson to the initial appointment for the Government Affairs, Membership, and Professional Responsibility committees and the chairperson of the Marketing, Education, and Meetings committees to serve for two-year terms. (b) The President shall appoint from any constituent group in the League the three at-large members to the committees. If appropriate, one at-large appointee shall be a law list member and one will represent the international members or other constituent group. (c) The President shall appoint the non-agency section agency member to each committee. (2.) Section and Region Appointments. (a) Committee members representing Sections and Regions shall be appointed by the Section or Region Chairperson in consultation with the committee chairperson. (b) The committee chairperson shall have the right to reject an appointment. If an appointment is rejected, the chairperson shall discuss with the Section or Region chairperson as to why a Section or Region appointment was rejected and work with the Section or Region chairperson to obtain a suitable replacement. (3.) Chairperson Appointments. (a) The chairperson in consultation with the President may appoint additional members to the committee although such appointments as a matter of course are not preferred. (b) The chairperson in consultation with the President may appoint advisors to a committee. Advisors are not required to be League members. Advisors shall serve until he or she resigns or is removed by the committee chairperson or the President. The chairperson shall determine if an advisor is allowed to vote. (c.) The chairperson of each committee shall appoint the vice-chairs of the committee preferably from members of the committees. E. SUBCOMMITTEES For a specific purpose a National committee may create subcommittees which shall have a chair and vice chair. The chairperson of the National committee shall appoint the chair, one vice chairperson, and the committee members with the advice and consent of the President. At least one member of the subcommittee shall be a member of the National committee. It is preferable that subcommittee membership be kept to a minimum number of appointees. A subcommittee shall terminate when the committee has fulfilled its purpose. The term of subcommittee appointees shall terminate when the sub-committee has terminated or term of the chairperson of the National committee who made the appointments terminates. The new chairperson of the National committee, at his or her discretion, can continue the term of the appointees to the sub-committee. SECTION 2. STANDING COMMITTEES A. There shall be the following Standing Committees which are assigned to the indicated departments. 1. Convention Site Selection....Meetings Department 2. NCBJ Coordination Education Department 3. International Conference.....Meetings Department 4. Site Contract Committee.Administrative Department 5. President's Cup Administrative Department 6. Office Management....Economics Education Dept. 7. Web Site Marketing Department B. The duties of the Standing Committees are: (1.) Convention Site Selection Committee The Convention Site Selection Committee shall review and recommend to the Board of Governors potential sites for holding the League's national convention or sites for other meetings as may be proposed by the Board of Governors. (2.) NCBJ Coordination Committee The National Conference of Bankruptcy Judges Coordination Committee shall plan, coordinate, and present the Commercial Law League's programs at the National Conference of Bankruptcy Judges conference. In addition, the committee shall, if appropriate, recommend, develop, and coordinate other relationships and programs with the NCBJ. (3) International Conference Committee The International Conference Committee shall review and recommend to the Board of Governors potential sites for holding League international meetings. In addition, the committee shall be responsible for the planning and presentation of international conferences. The committee, when appropriate, shall coordinate its activities with the Education, Meetings, and Membership Committees. (4) Site Contract Committee The Site Contract Committee shall negotiate the terms of any hotel contract for a hotel selected as the site for the League's national convention or any hotel selected to hold any other League conference or meeting. 142

4 2007 CLLA ROSTER 143 (5) President's Cup Committee The President's Cup Committee shall recommend to the Board of Governors the recipient of the annual President's Cup award, based upon the guidelines established by the American Lawyers Quarterly Company. (6) Office Management Economics The Office Management Economics Committee shall consider and provide for the demonstration at national and regional meetings systems and products which may standardize and improve office methods and procedures. It should assist in the development of educational programs on office management and law office economics. The committee shall encourage the creation and maintenance of a manual with appropriate forms for office management. Where and when appropriate, the committee shall conduct interchanges, the object of which is to exchange information on such systems used by members of the League. (7) Web Site The Web Site Committee shall aid the Executive Vice President in developing and coordinating the design, construction, use, marketing, maintenance, and updating of the CLLA web site. C. Committee Composition and Appointments: 1. Except as otherwise set forth in these by-laws, the composition of each standing committee shall consist of a chairperson, one or more vice-chairpersons, and such other members as the President shall appoint. 2. To promote continuity, vice chairs should be appointed from active committee members. The person appointed as committee chair should previously have served as a vice chair. 3. The Convention Site Selection Committee shall be limited to eleven persons: one person representing each section, region, the law list publishers association, and an international member. 4. The Site Contract Committee shall consist of the chairperson of the Convention Site Selection Committee, the Treasurer, League Counsel, Executive Vice President, and the League's staff person in charge of the League meeting department. 5. President's Cup Committee, commensurate with the guidelines for the award established by the American Lawyers Quarterly, shall consist of five members, one representing the American Lawyers Quarterly Company, one past recipient, and at least three Board members. The representative of the American Layers Quarterly Company and the past recipient may also be Board members. 6. The NCBJ Coordinator Committee shall consist of the current officers of the Bankruptcy Section plus nine other members to be appointed by the President, of which at least three of these members shall be council members of the Bankruptcy Section. SECTION 3. SUBSTANTIVE LAW COMMITTEES A. There shall be the following Substantive Law Committees: 1. Fair Debt Collection Practice Act 2. Uniform Law 3. Alternative Dispute Resolution Substantive Law Committees shall be assigned to the Education Department. B. The duties of the Substantive Law Committees are: 1. The Fair Debt Collection Practices Act Committee The Fair Debt Collection Practices Act Committee shall monitor developments in the law and regulations concerning the FDCPA. The committee in conjunction with the Government Affairs Committee shall make recommendations to the Board of Governors for supporting or lobbying for or against changes to the FDCPA. In addition, the committee shall assist the Education Committee in planning and presenting FDCPA educational programs or mini-seminars on the FDCPA. 2. Uniform Laws The Uniform Laws Committee shall monitor developments in uniform laws that concern or effect creditors' rights law. The committee in conjunction with the Government Affairs Committee shall make recommendations to the Board of Governors for supporting or lobbying for or against changes to the applicable Uniform Laws. In addition, the committee shall assist the Education Committee in planning and presenting educational programs or mini-seminars on various Uniform Law that would be of interest to League members. 3. Alternative Dispute Resolution Committee The Alternative Dispute Resolution Committee shall develop a directory of League members qualified to act as arbitrators and/or mediators and in so doing shall develop appropriate standards and qualifications for member inclusion in the directory. The committee shall study and report to the Board of Governors the feasibility of the CLLA establishing a CLLA arbitrator/mediator certification program. In addition, the committee shall assist the Education Committee in planning and presenting ADR education programs or mini-seminars on various aspects of ADR. C. Committee Composition and Appointments 1. Except as may otherwise be set forth in these bylaws, the composition of each substantive law committee shall consist of a chairperson, two vice-chairpersons, and such other members as the President may appoint. 2. To promote continuity, vice chairs should be appointed from active committee members. A person appointed as committee chair should previously have served as a vice chair. SECTION 4. COMMITTEE MEETINGS, SCHEDULING, REPORTS, EXPENSES 1. Referral. The President may at any time refer to any committee any subject germane to the work of such committee whenever in the judgment of the President it is desirable to do so.

5 2. Telephone Conference. It is strongly recommended that all League committees meet by telephone or other electronic means as often as necessary to fulfill their assigned duties. 3. Scheduling of Committee Meetings. At League conferences, committee meetings should be held to minimums and not scheduled unless the committee chairperson has requested a time. Committee meetings should not be held during educational programming. National committee meetings should be scheduled for two hour time slots unless the committee chairperson has requested otherwise. For economics and efficiency, smaller committees are encouraged to meet informally. Larger committees are encouraged to meet at working lunches either on or off the conference site. 4. Committee Reports. All committees except the President's Advisory Committee shall report at least annually. After every committee meeting, telephone or otherwise, the committee shall prepare a report on an approved form to be filed in the League office. At the next Board of Governors meeting following any committee meeting, the Board, for its information and action, shall be provided with copies of all committee reports for all committee meetings held since the Board of Governors last met. The Board of Governors may return to committee any report that it does not believe is germane to the duties of the committee 5. Committee Expense. All committees may officially act through the use of any medium, but no committee other than Finance shall meet at the expense of the League, other than the expense of telephone conferences, unless specifically authorized to do so. No committee shall incur any material expense to the League, other than the expense of telephone conferences, and except to the extent it may be authorized either specifically or by and in accordance with the budget approved by the Board of Governors. SECTION 5. BOARD LIAISON A. The President shall appoint a Board member to serve as Board Liaison for all committees except subcommittees. The President in his or her discretion may appoint a Board Liaison to a subcommittee. B. The duties of the Board Liaison are: (1) To monitor the committee activity by attending committee meetings; (2) Where appropriate, to inform the committee chairperson of any Board activity that may affect the committee's activities; (3) To coordinate Board activity with the committee chairperson and corresponding department staff person; (4) When appropriate, to explain to the Board any committee activities or supplement any reports. SECTION 6. MISCELLANEOUS COMMITTEE PROVISIONS members who, subject to the discretion of the chairpersons, are encouraged to participate in discussions even if they are not a committee member eligible to vote. (2) To encourage diversity, it is recommended that members of the Board of Governors not serve on committees. (3) The Executive Vice-President is an ex-officio member of every League committee. (4) Nothing in these by-laws is intended to diminish the ability of Sections and Regions to maintain their own committee structures. However, where sections and regions have representation on National or other Committees they should attempt to avoid duplication. (5) Members appointed to committees are expected to participate in committee and League activities. They are encouraged to attend at least two League meetings a year. If a committee member without prior excuse misses more than three committee meetings in a twelve month period, he or she shall automatically be removed from the committee at which time the member's unexpired term will be filled in the same manner as the member's initial appointment. If the committee is scheduled to meet in person and the member cannot attend, the member is encouraged to participate by telephone conference. It is the responsibility of a committee member to give timely notice of the inability to attend a committee meeting and ask to be excused or to request attendance by telephone conference so that appropriate arrangements can be made. (6) The President, upon request of a committee chairperson, may appoint an advisor to any committee where such appointment is appropriate. (7) Presidential appointments to committees should generally be representative of the League constituency including representation of minority groups. (8) Members appointed to a committee should be timely notified in writing and be required to timely confirm in writing their acceptance of the appointment. (9) To facilitate management of large standing or substantive law committees, the chairperson is authorized and encouraged to designate five to seven persons as a steering committee. The purpose of the steering committee is to manage a large committee, including but not limited to the committee's agenda and when and where the committee meets. ARTICLE XII AMENDMENTS A. These by-laws may be amended in accordance with the provisions of Article XXIII of the Constitution of the Commercial Law League of America which provisions are incorporated herein by reference as if fully set forth at length. (1) Committee meetings are open to all League 144