AMERICAN BAR ASSOCIATION BOARD OF GOVERNORS REPORT TO THE HOUSE OF DELEGATES RESOLUTION

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1 AMERICAN BAR ASSOCIATION BOARD OF GOVERNORS REPORT TO THE HOUSE OF DELEGATES RESOLUTION RESOLVED, that the House of Delegates of the American Bar Association, an Illinois not-for profit corporation ( ABA ), hereby approves the following amendment to the ABA s Articles of Incorporation (the Amendment ): Article 5(a) of the ABA Articles of Incorporation is hereby deleted in its entirety and replaced with the following: Article 5(a) The Association shall have such classes of members with such qualifications and rights, if any, as set forth in the Association s Constitution and Bylaws. The proposed amendment of Article 5(a) will alter the current Article 5(a) as depicted below: Article 5 (a) The persons who from time to time are members of the Board of Governors of the Association shall have such classes of members be the members of the incorporated Association with the such qualifications and rights, if any, as set forth in the Association s and privileges of membership prescribed by, or in accordance with, the Constitution and Bylaws of the Association.

2 REPORT The proposed amendment to the ABA s Articles of Incorporation ( Articles ) is offered in order to correct an unintended consequence resulting from a prior amendment to the Articles and to make the Articles consistent with the ABA s Constitution and Bylaws. On April 15, 2008, the ABA amended its Articles by filing Articles of Amendment with the Illinois Secretary of State. Among other amendments, Article 5(a) (which currently remains in effect) was amended to read as follows: Article 5(a). The persons who from time to time are members of the Board of Governors of the Association shall be the members of the incorporated Association with the rights and privileges of membership prescribed by, or in accordance with, the Constitution and Bylaws of the Association. Any person who ceases to be a member of the Board of Governors shall cease to be a member of the corporation. The 2008 amendment changed the ABA s membership qualifications and had the unintended and unwanted consequence of reducing the ABA s membership to only those individuals sitting on the Board of Governors. Further, Article 5(a) is inconsistent with the ABA s Constitution and Bylaws which include provisions for a robust membership with various membership categories, rights and privileges. The new proposed amendment will correct those issues and restore the ABA s historic membership. Specifically, the proposed amendment to Article 5(a) will replace the current Article 5(a) with the following: Article 5 (a). The persons who from time to time are members of the Board of Governors of the Association shall have such classes of members be the members of the incorporated Association with the such qualifications and rights, if any, as set forth in the Association s and privileges of membership prescribed by, or in accordance with, the Constitution and Bylaws of the Association. Pursuant to Article 7 of the ABA s current Articles, the Articles may be amended upon the vote of at least 2/3 of the members present and voting in the House of Delegates at any annual meeting. Upon approval of the proposed amendment by the 1

3 House of Delegates, the ABA will file Articles of Amendment with the Illinois Secretary of State, and take such other action as reasonably necessary to effectuate the amendment. Respectfully submitted, Hon. Cara Lee T. Neville Secretary August

4 GENERAL INFORMATION FORM Submitting Entity: Submitted By: American Bar Association Board of Governors Honorable Cara Lee T. Neville, Secretary 1. Summary of Resolution(s). Resolution corrects the previous amendment to the Articles of Incorporation and aligns American Bar Association membership with those requirements set forth in the Constitution and Bylaws. This resolution will correct the previous amendment to the Articles of Incorporation and bring them into compliance with the American Bar Association Constitution and Bylaws. 2. Approval by Submitting Entity. February 7, Has this or a similar resolution been submitted to the House or Board previously? Yes the original amendment was submitted August What existing Association policies are relevant to this Resolution and how would they be affected by its adoption? 5. If this is a late report, what urgency exists which requires action at this meeting of the House? N/A 6. Status of Legislation. (If applicable) N/A 7. Brief explanation regarding plans for implementation of the policy, if adopted by the House of Delegates. Corrected Articles of Incorporation will be filed with the Secretary of the state of Illinois. 3

5 8. Cost to the Association. (Both direct and indirect costs) Modest Filing fees 9. Disclosure of Interest. (If applicable) N/A 10. Referrals. NA 11. Contact Name and Address Information. (Prior to the meeting. Please include name, address, telephone number and address) Jarisse Sanborn, General Counsel American Bar Association 321 North Clark Street Chicago, Illinois Contact Name and Address Information. (Who will present the report to the House? Please include name, address, telephone number, cell phone number and address.) Honorable Cara Lee T. Neville American Bar Association 321 North Clark Street Chicago, Illinois

6 EXECUTIVE SUMMARY 1. Summary of the Resolution Amends the Articles of Incorporation of the American Bar Association to align the membership qualifications of the American Bar Association with those set forth in its Constitution and Bylaws. 2. Summary of the Issue that the Resolution Addresses The previous amendment to the Articles of Incorporation inadvertently limited the American Bar Association s membership to members of the Board of Governors. 3. Please Explain How the Proposed Policy Position will address the issue The resolution will correct the limitation and align the Articles of Incorporation without the American Bar Association s membership qualifications as set forth in the Constitution and Bylaws. 4. Summary of Minority Views None 5