BYLAWS OF INTERNATIONAL ASSOCIATION OF LAW SCHOOLS
ARTICLE 1. OFFICES
International Association of Law Schools (“Association”) may have offices, either within or without the District of Columbia, as the Board of Governors (“Board”) may designate or as the affairs of the Association may require from time to time.
ARTICLE 2. MISSION and ACTIVITIES
2.1 The mission of the Association is:
(a) To foster mutual understanding of and respect for the world’s varied and changing legal systems and cultures as a contribution to justice and a peaceful world;
(b) To enhance and strengthen the role of law in the development of societies through legal education;
(c) To serve as an open and independent forum for discussion of diverse ideas about legal education;
(d) To contribute to the development and improvement of law schools and conditions of legal education throughout the world;
(e) To contribute to the better preparation of lawyers as they increasingly engage in transnational or global legal practice, and when they pursue careers other than private practice, including governmental, non-governmental, academic, and corporate careers;
(f) To share experience and practices regarding legal education.
2.2 The following activities may be undertaken:
(a) Helping to educate students about diverse legal systems and cultures;
(b) Preparing graduates for transnational practice by encouraging international scholarly exchange and faculty and student exchange;
(c) Serving as a clearinghouse for exchange of information about perspectives on law and legal education, law schools, curriculum issues, and pedagogy;
(d) Stimulating intercultural and interdisciplinary research regarding law and legal education, law schools, curriculum and pedagogy;
(e) Working with relevant entities to develop guidelines to adapt legal education to the needs of changing societies, including suggested best practices regarding international, transnational, and comparative curricula and teaching methods;
(f) Publishing a scholarly journal on global legal education, a newsletter, and other appropriate materials;
(g) Organizing international meetings on topics of general interest to legal educators;
(h) Providing opportunities for law teachers in the same field to meet to develop curriculum and pedagogy recommendations for that field;
(i) Assisting less financially endowed law schools to augment their teaching and learning resources;
(j) Seeking grant funding to advance the mission and activities of the association;
(k) Maintaining a website to facilitate distribution of materials and exchange of information;
(l) Other activities that may be deemed appropriate by the General Assembly or the Governing Board.
ARTICLE 3. MEMBERSHIP
3.1 The Association will have voting and non-voting members.
3.2 The following types of educational institutions are eligible to become voting members:
(a) Schools, faculties, and departments of law offering a tertiary degree in law. Such degrees must be recognized by the local accrediting body as one of the prerequisites for admission to the practice of law in its jurisdiction;
(b) Educational institutions located in countries not requiring a law degree, if such institutions offer a tertiary legal education of no less than three years in length as a condition for admission to the practice of law in its jurisdiction;
(c) Educational institutions not included above but offering masters or doctoral degrees in law;
(d) Other educational institutions approved by the Board upon demonstrating to the satisfaction of the Board that such institution offers a program of instruction comparable in quality and scope to institutions eligible for membership under (a), (b), or (c), above.
3.3 The following are eligible to become non-voting members: (a) associations of law schools or law teachers and (b) other institutions that demonstrate to the satisfaction of the Board that such institution plays a significant role in legal education.
3.4 A Member may withdraw from membership at any time by providing a written notice of withdrawal to the General Secretary/Treasurer. Dues will not be refunded.
3.5 Members do not have the right to amend or change these bylaws.
3.6 Members are obligated to pay such dues, assessments and fees (“Levies”) which the Board decides. The Board has the exclusive power and authority to make any changes with respect to the Association’s Levies.
ARTICLE 4. GENERAL ASSEMBLY
4.1 Every voting Member shall have one vote in the General Assembly, which shall be the ultimate authority of the Association, except as otherwise provided in these Bylaws.
4.2 It is anticipated that the General Assembly will meet once a year. This meeting may be in person or by electronic means, pursuant to procedures adopted by the Governing Board. At least once every four years the meeting should be in person at a place and time fixed by an annual meeting committee, whose members are appointed by the President, in consultation with the General Secretary/Treasurer.
4.3 Regardless of the number of voting Members from any one country, no more than 10 per cent of the vote totals in the General Assembly may be from any one country. All voting Member institutions may vote but those votes will be weighted to insure no more than 10 per cent of the vote totals are from that country. The final proportional vote tally for such country shall be in proportion to the varying votes cast by that country’s Members. One – third (1/3) of the Members entitled to vote shall constitute a quorum for a meeting of the Members.
4.4 Voting shall be by mail, electronic ballot, or in person as specified by in the notice of meeting. A voting Member not present at such a meeting may vote by Proxy through a voting Member present at the meeting. The Proxy must be designated by the absent voting Member in writing to the General Secretary/Treasurer at least ten days in advance of the meeting.
4.5 The dean, department head or other appropriate official of the voting Member must provide the name of the Member’s authorized voting representative to the General Secretary/Treasurer at least 20 days prior to balloting.
4.6 If a two-thirds (2/3) majority of the members present at the General Assembly finds that a Member has violated the mission of the Association as provided in Article 2 hereof, such a Member shall be subject to expulsion or suspension.
4.7 The agenda for the General Assembly meeting should be submitted at least 30 days in advance of the meeting.
4.8 The Members shall choose among the candidates selected by a Nominations Committee appointed by the President for a position as a Governor on the Board of Governors of the Association. The Nominations Committee should give special attention to the need for equity and diversity, particularly gender, racial, geographic and legal system representation in the composition of the Governing Board. In no event will there be more than one non-officer Governor from the same country.
4.9 A special meeting of the Membership may be called by the Board. Subject to the provisions of Section 4.3 hereof, members equal to at least twenty-five percent (25%) of the Members entitled to vote in accordance with the provisions of these Bylaws, may request a call for a special meeting of the Association’s membership by delivering to the General Secretary/Treasurer a request in the form of a record signed and dated describing the purpose for which such meeting is to be held.
ARTICLE 5. GOVERNING BOARD
5.1 The General Assembly shall elect the members of the Governing Board. The initial Board shall consist of 12 Governors (including the President and the General Secretary/Treasurer). Thereafter, the number of Governors may be changed from time to time for any future year by a majority vote of the Board, provided, no decrease in the number of Governors shall be reduced to less than three (3) nor shall such decrease have the effect of shortening the term of any incumbent Governor, nor shall the Board be increased to be more than sixteen (16) except as provided in Article 5.4 herein. Governors may be elected at the annual meeting of the General Assembly, or at a special meeting called, for the purpose of electing Governors, by the President or General Secretary/Treasurer.
5.2 A Governor must be on the faculty of a current Member school of the Association or have emeritus status from a current Member school. A Governor must also have both administrative and teaching experience in legal education, be certified by the Member school’s Dean, Head of Department or equivalent to be an appropriate faculty member for this role, and have sufficient time and resources to fulfill the duties and responsibilities set forth in Section 5.6 of this Article.
5.3 The Governing Board shall approve the annual budget and all new programs of the Association. Consistent with the terms of these Bylaws, the Governing Board shall oversee the activities of the Association including but not limited to the provisions of Article 7 hereof.
5.4 The Officer members of the Governing Board will be selected in accordance with section 6.2. If an Officer is selected who is currently not a Governor, the size of the Board may be increased to permit the selected Officer to join the Board. The non-officer Governors will be selected by vote of the Members based on procedures adopted by the Governing Board. The initial Governors shall hold office for a term of three (3) years, which may be extended for a subsequent two (2) years by approval of the Board, or until he or she dies, resigns or is suspended or removed from office as provided under Section 5.14 of this Article. Board terms are calculated on a calendar year basis or as provided in Article 9. A Governor’s term ends on the last day of the year of his/her term even if no replacement has been selected or appointed. Governors need not be residents of the District of Columbia. After the initial three (3) year term, Board terms will be staggered with 1/3 of the Governors terms expiring on that third year, another 1/3 to expire the year after, and the final 1/3 to expire the year after.
5.5 In addition to the duties, responsibilities, and obligations stipulated in the D.C. Non-Profit Law for directors of a non-profit corporation, a Governor’s duties shall also include the following:
(a) Regular attendance and active participation in all discussions and meetings of the Association;
(b) Active service on at least one committee during his/her tenure;
(c) Hosting or arrange for the hosting of at least one scheduled meeting of the Association with reasonable financial support from the Association, if required and approved by the General Secretary and Audit Committee, such as a board meeting, the annual meeting, the global law deans forum, or a regional law deans forum during their term of service;
(d) Making efforts to raise funds for the projects of the Association;
(e) Physically attend at least one meeting (annual, global, regional, or board) of the Association during each calendar year of his/her term of service, provided that the Association has at least four such meetings in said calendar year.
(f) Generally assisting in the work of the Association.
5.6 By resolution, the Board may specify the time and place either within or without the District of Columbia for holding regular meetings without other notice than such resolution.
5.7 The Governing Board is specifically empowered to meet electronically, telephonically or in person as specified in the notice of meeting. Board meetings need not be held at any specific geographic location. A Meeting may be held by means of the Internet or other electronic communications technology whereby the Governors within a one week period of time shall have the opportunity to read or hear the ongoing proceedings, reflect and discuss them with other Governors, pose questions, make comments, and vote on matters submitted to them. Votes of the Governing Board may be conducted electronically, by mail, or at a meeting in person. A quorum shall be determined by the number of Governors participating in the discussions and vote.
The Board should meet at least twice a calendar year with at least one meeting in person every three years.
5.8 Special Board meetings may be called by or at the request of the President or the General Secretary, or any six (6) Governors. The person or persons authorized to call special meetings may fix any place either within or without the District of Columbia as the place for holding any special Board meeting called by them. In such a case, electronic participation must be permitted.
5.9 Written notice stating the place, day, and hour of each special Board meeting shall be delivered personally or by mail, facsimile, electronic mail or telegraph to each Governor at his/her address shown on the records of the Association at least two (2) days before the meeting. Notice shall be effective upon delivery at such address, provided that notice by mail shall also be deemed effective if deposited in the United States mail properly addressed with postage prepaid at least ten (10) days before the meeting, notice by facsimile or electronic mail shall be deemed effective when transmitted. , and notice by telegraph shall also be deemed effective if the content thereof is delivered to the telegraph company at least two (2) days before the meeting. Neither the business to be transacted at, nor the purpose of any special meeting, need be specified in the notice of such meetings.
5.10 Whenever any notice is required to be given to any Governor under the provisions of these Bylaws, the Articles of Incorporation, or the D.C. Nonprofit Law, 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. The attendance by a Governor at a meeting shall constitute a waiver of notice of such meeting, except where a Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
5.11 At least one-third (1/3) of the total number of Governors in office before the meeting begins, or two Governors (whichever is greater) shall constitute a quorum for the transaction of business at any Board meeting. A majority of the votes cast at the meeting shall constitute the action of the Board.
5.12 The Board’s decisions are made through consultation and consensus except as otherwise noted in these Bylaws.
In the event that the Chair determines that a significant policy decision cannot be arrived at by consultation and consensus, then the Board through its voting process shall arrive at a recommendation by majority vote. The Chair shall prepare a report defining the issues and the Board’s majority recommendation. The report and recommendation shall be referred to the Emeritus Council for its review. The Emeritus Council is a committee appointed by the President pursuant to the provisions of Article 6.7(c) hereof.
If the Emeritus Council through consultation and consensus agrees with the recommendation, then it will be put into effect. If the Emeritus Council either (a) disagrees with the recommendation, or (b) is itself unable to arrive at a consensus on the recommendation, a report from the Emeritus Council shall be forwarded to the Chair of the Board. The Chair shall provide the Council’s report to each Governor entitled to vote, and shall then invite the Board to consult again in an effort to arrive at a consensus. In the event that a consensus is still not reachable, the Board shall vote with the majority of votes prevailing.
The role of the Emeritus Council is one of consultation, mediation and mitigation. The Council’s role is purely advisory, and it has no supervisory role with respect to the Board, the Association or its Officers.
5.13 Any Governor may resign at any time by delivering written notice to the General Secretary, or to the registered office of the Association with a copy to the General Secretary.
5.14 A Governor may be removed from office, upon the vote of a majority of the remaining Governors, upon failure to perform the duties and responsibilities of Governors, including those listed in Section 5.5 of this Article and Sec. 209-406.08 of the District of Colombia’s Non-Profit Corporation Act.
Any vacancy occurring on the Board due to the death, resignation or removal of a Governor may be filled by the President, in consultation with the remaining Governors. A Member appointed by the President pursuant to a vacancy shall serve the remainder of the term of the Governor he or she replaces. A Governor who fails to participate in two discussions and decisions of the Board in any calendar year will be suspended from participation in future Board activity for that calendar year. That member shall not be counted as a Governor for purposes of establishing a quorum of the Board from the date of such suspension onward. If in any calendar year, a Governor fails to participate in three or more discussions and decisions, such Governor shall be deemed to have resigned from the Board, provided, however, by majority vote of the remaining Governors such Governor may be reinstated during the next calendar year of his/her term.
5.15 The Governors shall not receive any salary for their services. Governors may be reimbursed or receive advances for their out-of-pocket expenses incurred while performing their duties as Governors of the Association. Such reimbursements shall be subject to a budget approved by the Board and be administered by the General Secretary/Treasurer. Prior written approval for such advances or reimbursements must be obtained by the Governor from the General Secretary/Treasurer. All such advances and reimbursements must be in accordance with internal policies established by the Association, the District of Columbia Non-Profit Law, and be in accordance with the scope and record keeping guidelines for such advances or reimbursements provided by the U.S. Internal Revenue Service for directors of an entity entitled to Sec. 501(c)(3) tax exemption. No loans or any other benefits or consideration shall be made by the Association to any of its Governors.
5.16 In the event of an emergency (natural disaster, war, financial collapse, etc.), the Board shall exercise such emergency powers and take whatever action(s) it deems desirable and/or necessary to preserve the Association and its assets, as well as to fulfill the mission of the Association.
5.17 The Governors shall be bound by and carry out their duties and obligations all in accordance with the standards specified in D.C. Nonprofit Law, including, without exception, the standards set forth in Sections 29-406.30 – 20-406.33, 29-406.70, and 29-406.80, as such law and provisions may be amended from time to time.
ARTICLE 6. OFFICERS
6.1 The Officers of the Association shall be a President and the General Secretary/Treasurer.
6.2 The initial Officers of this Association under these Bylaws shall be elected by the Members from candidates proposed by the Nominations Committee. The initial President shall serve one three (3) year term, which may be extended for a subsequent two (2) years by approval of the Board. The initial General Secretary/Treasurer shall serve one three (3) year term, which may be extended for a subsequent two (2) years by approval of the Board. Unless he/she dies, resigns, or is removed, each Officer shall hold office until his/her successor is elected. Subsequent to the initial Officers, all future Officers shall be selected by the Board from candidates proposed by the Nominations Committee.
6.3 Any Officer may resign at any time by delivering written notice to the Board with a copy to the General Secretary.
6.4 Subject to the provisions of Section 4.3 hereof, Members equal to at least two thirds (2/3) majority of the Members entitled to vote in accordance with the provisions of these Bylaws may remove any Officer for cause.
6.5 Any Officer elected or appointed by the Board may be removed with or without cause by a two thirds (2/3) majority of the Board whenever in its judgment the best interests of the Association would be served.
6.6 Because of death, resignation, removal, disqualification, or any other cause of that an Officer can no longer serve, the vacancy may be filled by the Board for the unexpired portion of the term.
6.7. The President is the chief executive officer of the Association. Consistent with the decisions of the Board including the budget approved by the Board, the President shall:
(a) Supervise and control all of the assets, business, and affairs of the Association.
(b) Preside over all Board meetings as Chair of the Board.
(c) Create committees and appoint their members to assist in carrying out the work of the Association, all in consultation with the General Secretary/Treasurer and the Board.
(d) Sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association or are required by law to be otherwise signed or executed by some other officer in some other manner.
(e) Appoint or remove any staff or consultants for the Association and establish the rate of compensation for any such staff person or consultant.
(f) Perform all duties incident to the office of President as the Association’s chief executive officer, and such other duties prescribed by the Board from time to time.
6.8 The General Secretary/Treasurer is the secretary of the Association and its chief financial officer. Consistent with the budget approved by the Board the General Secretary/Treasurer shall:
(a) Keep the minutes of meetings of the Board in one (1) or more books provided for that purpose;
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) Be custodian of the corporate records;
(d) Keep registers of the post office address of each Director;
(e) Sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association;
(f) Prepare and submit an annual report as required by the District of Columbia Nonprofit Law,
(g) Have charge and custody of and be responsible for all funds and securities of the Association;
(h) Receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in banks, trust companies or other depositories; and
(i) In consultation with the President and with the approval of the Board, set the amount and different levels for dues charged to the members of the Association
(j) In general, perform all of the duties incident to the office of the General Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board;
6.9 The Officers shall not receive any salary for their services. Officers may be reimbursed or receive advances for their out-of-pocket expenses incurred while performing their duties as Officers of the Association. Such advances or reimbursements shall be subject to a budget approved by the Board, and the additional approval of the Audit Committee. All such advances and reimbursements must be in accordance with internal policies established by the Association, the District of Columbia Non-Profit Law, and be in accordance with the scope and record keeping guidelines for such advances or reimbursements provided by the United States Internal Revenue Service for officers of an entity entitled to Sec. 501(c)(3) tax exemption. No loans or any other benefits or consideration shall be made by the Association to any of its Officers.
6.10 The Officers shall be bound by and carry out their duties and obligations all in accordance with the standards specified in D.C. Nonprofit Law, including, without exception, the standards set forth in Sections 29-406.41 – 20-406.42, 29-406.70, and 29-406.80, as such law and provisions may be amended from time to time.
ARTICLE 7. CONTRACTS, LOANS, CHECKS AND DEPOSITS
7.1 Except as provided by these Bylaws, the Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association. Such authority may be general or confined to specific instances.
7.2 Except as provided by these Bylaws, no loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
7.3 All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, or agent or agents, of the Association and in such manner as is from time to time determined by resolution of the Board, or as provided herein.
7.4 All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may select, or as provided herein.
7.5 The General Secretary/Treasurer may accept on behalf of the Association any contribution, gift, bequest, or device as may be consistent with the established purposes of the Association and as may be permitted by any applicable local, state, or federal law.
ARTICLE 8. BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account, minutes of the proceedings of its Board, and such other records as may be necessary or advisable or required by law at the registered or principal office of the Association. All books and records of the Association may be inspected by a Member or Governor for any proper purpose at any reasonable time, upon reasonable notice to the General Secretary/Treasurer of the Association.
ARTICLE 9. FISCAL YEAR
The fiscal year of the Association shall be the calendar year commencing January 1st of each year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.
ARTICLE 10. AUDIT COMMITTEE
An Audit Committee consisting of three (3) non-officer Governors shall be proposed by the Nominations Committee and approved by the Board. The Audit Committee shall have general oversight responsibilities over the financial matters of the Association. It shall review and approve the quarterly and yearly financial reports prepared and submitted to the Audit Committee by the General Secretary/Treasurer. Upon approval of the financial reports, such reports shall be distributed to all Governors. Approval of the members of the Audit Committee must be by a majority of all directors in office at the time of the decision.
ARTICLE 11. LANGUAGE
11.1 These Bylaws will be translated into the six official languages of the United Nations (Arabic, Chinese, English, French, Russian and Spanish).
11.2 The working language of the Association is English. Consistent with other priorities, and the financial ability of the Association, translation of documents and the proceedings of meetings into other languages will be given a high priority by the Governing Board.
ARTICLE 12. INDEMNIFICATION
To the full extent permitted by the General Corporation Law of the District of Columbia, the Association shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that he/she is or was a Governor or officer of the Association, or is or was serving at the request of the Association as a Governor or officer of another corporation, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit, or proceeding; and the Board may, at any time, approve indemnification of any other person which the Association has the power to indemnify under the General Corporation Law of the District of Columbia. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The Association shall purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.
ARTICLE 13. AMENDMENTS
These Bylaws supersede and replace any and all prior governance document(s) of the Association, including, without limitation, the “charter” initially adopted by the Association. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board. Any amendment and repeal of these Bylaws must be approved by the Board. Members do not have the right to amend or repeal the Bylaws of the Association.
The foregoing Bylaws were adopted by a vote more than 95% of the general assembly on the 29th day of January 2015.