1 Rule 4 -- Rules of Professional Conduct Section/Rule: 4 App 1 Subject: Rule 4 - Rules Governing the Missouri Bar and the Judiciary - Rules of Professional Conduct Publication / Adopted Date: October 23, 1984 Topic: Appendix 1. Missouri Lawyer Trust Account Foundation - Articles of Incorporation Appendix 1. Missouri Lawyer Trust Account Foundation Publisher's Note The Missouri Supreme Court, by order dated October 23, 1984, required a new Missouri not-for-profit corporation, to be known as "The Missouri Lawyer Trust Account Foundation", to be incorporated by January 1, 1985, with articles of incorporation and by-laws identical to those which follow. ARTICLES OF INCORPORATION MISSOURI LAWYER TRUST ACCOUNT FOUNDATION Honorable James C. Kirkpatrick Secretary of State State of Missouri Jefferson City, Missouri We, the undersigned, Name Street Address City State Zip [Current president of the Missouri Bar] [Immediate past president of the Missouri Bar] [President elect of the Missouri Bar] being natural persons of the age of 18 years or more and citizens of the United States, for the purpose of forming a corporation under the "General Not For Profit Corporation Law" of the State of Missouri, do hereby adopt the following Articles of Incorporation: Article I. The name of the corporation is Missouri Lawyer Trust Account Foundation. Article II. The period of duration of the corporation is perpetual. Article III. The address of the corporation's initial registered office in the State of
2 Missouri is 326 Monroe Street, Jefferson City, Missouri 65101, and the name of its registered agent at said address is Keith A. Birkes. Article IV. The first board of directors shall be 5 in number and shall be designated by the president of The Missouri Bar. Article V. The election and removal of directors shall be provided in the bylaws of the corporation. Article VI. The corporation shall have members as provided by the bylaws. Article VII. The purposes for which the corporation is organized are exclusively for charitable, educational, or scientific purposes, as may qualify it as exempt from Federal Income Tax under Section 501(a) of the Internal Revenue Code of 1954 as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), and the corporation's purposes are limited to: (a) providing civil legal assistance to the poor; (b) improving the administration of justice; (c) promoting such other programs for the benefit of the public as are specifically approved from time to time by the Missouri Supreme Court for exclusively public purposes. Article VIII. The corporation shall have one class of membership consisting of all licensed attorneys practicing in Missouri who, or whose law firms, participate in the Missouri Lawyer Trust Account Program established pursuant to D. R as approved by the Missouri Supreme Court. Each member shall have one vote. Except as required otherwise by law, voting by members shall be restricted to voting for six directors of the board of directors, for amendments to the Articles of Incorporation and to the bylaws and for approval of a plan of dissolution. Article IX. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to the members, directors, or officers of the corporation, except that the corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the corporation. The corporation shall not participate, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the bylaws or of these Articles of Incorporation of the Corporation, or any provision of the Missouri laws governing or pertaining to the corporation, the corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future Federal Income Tax Law). Article X. The remaining assets of the corporation, in the event of dissolution or final liquidation, shall be applied and distributed as follows: all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provisions shall be
3 made therefor; assets held by the corporation under condition requiring return, transfer, or conveyance, which condition occurs by reason of dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; all remaining assets of every nature and description whatsoever, shall be distributed to one or more corporations, funds, or foundations, qualified for exemption from tax as an exclusively charitable or educational corporation, fund, or foundation under the Internal Revenue Code of 1954, as amended, or its successor provisions to be used exclusively for the purposes set out in Article VII of these Articles. Article XI. The provisions of these Articles of Incorporation and the bylaws may be amended, altered, or repealed from time to time by the members as the voting procedure is set out and to the extent permitted in the bylaws. IN WITNESS WHEREOF, WE have hereunto subscribed our names this day of, ) ) ) Incorporators ) ) STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) I,, a Notary Public, do hereby certify that on the day of, 1983, the incorporators named in the foregoing document personally appeared before me and being first duly sworn by me severally acknowledged that they signed as their free act and deed the foregoing document and the respective capacities therein set forth and declared that the statements therein contained are true, to their best knowledge and belief. In Witness Whereof, I have hereunto set my hand and seal the day and year above written. Notary Public My commission expires: (Adopted October 23, 1984)
4 Rule 4 - Rules Governing the Missouri Bar and the Judiciary - Rules of Professional Conduct Publication / Adopted Date: October 23, 1984 Topic: Appendix 1. By-Laws for the Missouri Lawyer Trust Account Foundation BY-LAWS FOR THE MISSOURI LAWYER TRUST ACCOUNT FOUNDATION Section/Rule: 4 App 1 Article I. Name of Corporation. Missouri Lawyer Trust Account Foundation Article II. Agent and Office. The principal office of the corporation is 217 E. McCarty, Jefferson City, Missouri The corporation shall have and continuously maintain in the State of Missouri a registered office initially at 217 E. McCarty, Jefferson City, Missouri and a registered agent, Glenn L. Baker, whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in the State of Missouri. The address of the registered office and the person identified as the registered agent may be changed from time to time by resolution of the board of directors. Article III. Purposes. The purposes of the corporation are as follows: 1. To provide civil legal services to the poor; 2. To improve the administration of justice; 3. To promote other programs for the benefit of the public as are specifically approved from time to time by the Supreme Court of Missouri for exclusively public purposes. Article IV. Powers. The foregoing statement of corporate purposes should be construed as a statement of both purposes and powers, and not as restricting or limiting in any way the general powers of this corporation, or their exercise and enjoyment as they are expressly or impliedly granted by the laws of the State of Missouri. Specifically, the corporation shall have the following additional powers: 1. To manage and administer the Missouri Lawyer Trust Account Program established pursuant to Rule 1.15 of Rule 4, Rules of Professional Conduct, as approved by the Supreme Court of Missouri. 2. To receive all funds generated by the Missouri Lawyer Trust Account Program as well as gifts, grants and contributions from all sources. 3. To invest and reinvest the assets of the corporation and to retain appropriate professional services. 4. To distribute assets and earnings for the purposes set forth in Article III above either by grants to other qualified organizations or by direct funding of programs approved or instituted by the corporation.
5 5. To authorize capital expenditures, accumulations or reserves, only as may be reasonably necessary to carry out the purposes of the corporation in administering the Missouri Lawyer Trust Account Program. Article V. Members. The corporation shall have one class of membership consisting of all licensed lawyers practicing in Missouri who are not exempt from the requirements of Missouri Supreme Court Rule 4, Rules of Professional Conduct, Rule 1.15 (d), (e) and (f). Article VI. Board of Directors. Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors. Section 2. Number, Tenure and Qualifications. (a) A director must be a member of the corporation, with the exception of the director designated by virtue of subsection (e) of Section 3 of this Article VI. (b) There shall be thirteen (13) directors. (c) Each director shall serve a term of three (3) years, with the exceptions stated in Section 3 of this Article VI. No director shall serve more than two consecutive three year terms or serve for more than a total of eight years on the board of directors. (d) No person who receives, or a member of whose immediate family receives, remuneration from a grantee of the foundation shall be eligible to be named as a director. If a director receives, or a member of whose immediate family receives, remuneration from an organization that later applies for funds, that director may not vote on the award of funds to such applicant. (e) No person may be a director who is a member of, or a member of whose immediate family is a member of, the governing board of the authority which appoints that director. (f) No director will be eligible to vote on the award of funds to any organization applying for funds, if that director is a member of, or a member of whose immediate family is a member of, the governing board of the organization applying for funds. (g) For the purposes of these bylaws the immediate family includes spouse, children and parents. Section 3. Composition of the Board of Directors. The composition of the board of directors shall be as follows: (a) Six directors shall be appointed by the president of The Missouri Bar. Two shall be residents of or maintain an office for the practice of law within the City of Kansas City, Missouri, or Jackson County, Missouri; two shall be residents of or maintain an office for the practice of law within the City of St. Louis, Missouri, or St. Louis County, Missouri; and two shall be
6 residents of or maintain an office for the practice of law within Missouri but outside the foregoing two geographical areas. The initial terms of these directors, appointed for terms commencing January 1, 1991, shall be staggered so as to provide that two directors from the City of St. Louis or St. Louis County serve a three-year term, two directors from Kansas City or Jackson County serve a two-year term and two directors from the geographical area outside the foregoing areas serve a one-year term. (b) Two directors who are residents of or who maintain an office for the practice of law within the City of Kansas City, Missouri, or Jackson County, Missouri, shall be designated by the Kansas City Bar Foundation. (c) Two directors who are residents of or who maintain an office for the practice of law within the City of St. Louis, Missouri, or St. Louis County, Missouri, shall be designated by the St. Louis Bar Foundation. (d) Two directors shall be named as follows: one designated by each of the two Missouri Legal Services programs receiving funding directly from the Legal Services Corporation and serving the largest number of clients in Missouri. (e) One non-attorney director shall be appointed by the Board of Governors of The Missouri Bar from the general populace. Each of the said appointing authorities shall advise the president of the foundation of its respective appointments for expiring board positions by December 1 of the year prior to the commencement of a new term. In the event that an appointing authority fails to timely advise the president of his, her or its appointments or ceases to exist, the Nominating Committee will place the name(s) of an eligible member in nomination. A director shall be elected by a majority vote at the annual meeting of the board to fill any such vacancy. Section 4. Quorum. A quorum of the board shall consist of a majority of the members of the board. Once a quorum is established, it will continue throughout a meeting despite the absence of members of the board. Section 5. Vacancies. Any member of the board of directors who has in any year missed two meetings of the board of directors without just cause as determined by the board shall upon notice be removed as a member of the board of directors. Any vacancy occurring on the board will be filled by the appointing authority responsible for the appointment of the member creating the vacancy. In the event no appointment of that director is made, then the vacancy occurring on the board may be filled by a majority vote of the board until the expiration of the term of the director as to which the vacancy has occurred. A director elected to fill a vacancy shall be elected for the unexpired term of that director's predecessor in office. Section 6. Meetings of the Board of Directors. (a) An annual meeting of the board shall be held as determined by the board.
7 (b) Special meetings of the board may be called by or at the request of the president or any four directors. The person or persons authorized to call special meetings of the board may fix any reasonable place and time for holding the special meeting and shall give notice at least three days prior thereto in writing, delivered personally or sent by mail or telegram to the address of each member of the board as shown on the records of the corporation. Any director may waive notice of any meeting. The notice shall specifically state the purpose for which the meeting is being held. Any director may attend the special meeting without waiving the notice requirement for the expressed purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened. (c) Telephone meetings of the board of directors shall be permitted as provided by the board of directors from time to time. Section 7. Proxy Voting. At any meeting of the board of directors, an absent director may vote by proxy by appointing another director of the corporation to cast the votes which the absent director would be entitled to cast. Voting by proxy will be permitted only when written authorization of said appointment is received by the registered agent of the corporation prior to the meeting. Section 8. Manner of Acting. The act of a majority of the directors present at the meeting at which a quorum is present shall be considered the act of the board of directors unless the act of a greater number is required by law or the bylaws. Section 9. Compensation. The directors shall not receive any salary or compensation for their services as directors, but may be reimbursed for reasonable expenses incurred while carrying out their duties as members of this board of directors. Section 10. Employment. The board is empowered to hire and set terms of employment for all employees. The board is also empowered to retain and pay for the services of professional advisers. Article VII. Officers. Section 1. Offices. The officers of this corporation will be a president, vice president, secretary, and treasurer, all of whom shall be directors. Any two or more offices may be held by the same person, except the offices of president and secretary. Section 2. Elections. The officers of the corporation shall be elected at the regular annual meeting of the board of directors. The term of the new officers elected shall commence on their elections and shall be for one year. If the election of officers shall not be held at the annual meeting, such election shall be held as soon thereafter as possible. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and qualified as provided herein.
8 Section 3. Removal. Any officer elected or appointed by the board of directors may be removed with or without cause by a vote of two-thirds of the board of directors whenever in its judgment the best interest of the corporation would be served thereby. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term. Section 5. President. The president shall be the principal officer of the corporation, shall preside at all meetings of the board of directors, and may sign, with the secretary or any other proper officer of the corporation authorized by the board, any deeds, mortgages, bonds, contracts or other instruments which the board of directors has authorized to be executed. In general, the president shall perform all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time. Section 6. Vice President. In the absence of the president or in the event of his inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned by the president or the board of directors. Section 7. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors; be responsible for preparation of financial statements; and in general, perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge the treasurer's duties in such sum and with such sureties as the board of directors shall determine. The corporation shall pay the premium on any such bond. Section 8. Secretary. The secretary shall assure that minutes of the meetings of the board of directors are kept in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents as required by law, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of the bylaws or the authority of the board of directors; keep a register of the post office address of each member of the board of directors which shall be furnished to the secretary by such members; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors. Article VIII. Committees.
9 Section 1. Standing Committees. The standing committees shall consist of the following: (a) Executive Committee (b) Nominating Committee (c) Public Relations Committee Section 2. Executive Committee. The executive committee shall consist of the president, vice president, treasurer, secretary and two other directors elected by the board. The president shall be the chairman of the executive committee. The executive committee shall meet as the board of president determines. Notice of actions taken by the executive committee shall be reported at the next regular meeting of the board. A quorum of the executive committee shall consist of a majority of the members of the executive committee. The act of a majority of the members of the executive committee present at a meeting at which a quorum exists shall be considered the act of the executive committee. The executive committee shall have and exercise the authority of the board of directors in the management of the corporation except in electing, appointing or removing any member of the executive committee, any officer or director. Section 3. Nominating Committee. The nominating committee shall consist of three (3) members of the board of directors, one from each region (i.e., Kansas City, St. Louis and outstate) nominated and elected by the board of directors. Said committee shall prepare for the board of directors nominees for any existing vacancies on the board of directors or offices, and for nomination at the annual meeting of officers and members of the board of directors. In no event shall the president succeed himself or herself for more than one term. Other than the case of the president elected to a second term, no president shall be from the same region (i.e., Kansas City, St. Louis or outstate) as the immediately preceding president. Section 4. Public Relations Committee. The public relations committee shall consist of the vice president of the corporation and at least two (2) members of the board of directors who shall be elected by the board. The Public Relations committee shall act in regard to the public awareness of the corporation's purposes and programs. Section 5. Ad Hoc Committees. Ad hoc committees may be established by the president of the board of directors from time to time and shall carry out the duties as specifically pertaining to their establishment. Section 6. Meetings and Reports. Meetings of the committees shall be called by the chairman thereof who unless otherwise stated herein shall be appointed by the president, at such time and places as the chairman may designate. Prior to each board meeting, a committee shall render written reports to the board of its activity and respective recommendations and suggestions for action by the board. Section 7. Volunteer Participation on Committees. Nothing herein shall be construed to prohibit volunteer, member participation on any committee, subject to appointment of such volunteer to a committee by the president, and approval of the committee chairman.
10 Article IX. Contracts, Checks, Deposits and Funds. Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer and countersigned by the president or vice president of the corporation. Section 3. Deposits. All funds of the corporation shall be deposited immediately upon receipt to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. Section 4. Gifts. The board of directors may accept on behalf of the corporation all funds generated by the Missouri Lawyer Trust Account Program and any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. Section 5. Proxies. Unless otherwise provided by resolution adopted by the board of directors, the president may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises. Article X. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees and shall keep at the registered or principal office a record giving names and addresses of members of the board of directors entitled to vote. All books and records of the corporation may be inspected by any member of the foundation or board of directors, officer, or his agent or attorney for any proper purposes at any reasonable time.
11 Article XI. Fiscal Year. The fiscal year of the corporation shall be as determined by the board of directors. Article XII. Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the word "Seal". Article XIII. Amendment. These bylaws and the articles of incorporation may be amended only by a majority vote of a quorum of the board of directors. Article XIV. Robert's Rules of Order. Robert's Rules of Order, revised, shall govern the conduct of business at meetings of the board of directors and all committees in all cases in which they are applicable and not in conflict with these bylaws. Article XV. Indemnification of Officers and Directors. Each director and officer of this corporation and each person who shall serve at its request as a director or officer, whether or not then in office, and his personal representative shall be defended and indemnified by the corporation against all costs and expenses actually and necessarily incurred in connection with the defense settlement or adjudication of any action, suit, or proceedings in which such person is involved by reason of being or having been such a director or officer, except in relation to matters which such person shall be finally adjudged in such action, suit or proceeding to have acted with gross negligence or willful misconduct in the performance of duty. The foregoing right of indemnification shall not be exclusive of other rights to which the officer or director may be entitled as a matter of law or by agreement. Any disputes or controversies arising under this article shall be submitted to the arbitration of a disinterested person, mutually chosen by the parties affected whose decision shall be binding and conclusive upon all parties; such dispute shall be arbitrated pursuant to the rules of the American Arbitration Association. Article XVI. Consent to Action Without a Meeting. Any action required by law or these bylaws to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof. Article XVII. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Missouri Not for Profit Corporation Law or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. (Adopted October 23, 1984, Amended prior to Nov. 9, 1998.)