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Bylaws

 

BYLAWS

OF

THE AMERICAN FOUNDATION FOR JUDICIAL ACCOUNTABILITY, NFP

(Effective as of December 20, 2013)

 

 

 

ARTICLE I

NAME OF THE FOUNDATION

 

                          The name of this foundation is THE AMERICAN FOUNDATION FOR JUDICIAL ACCOUNTABILITY, NFP (hereinafter in these bylaws referred to as "the Foundation.")

 

ARTICLE II

MISSION AND PURPOSE

 

SECTION 1.  STATEMENT OF MISSION AND PURPOSE.  The purpose of the Foundation, is to provide, facilitate and/or encourage (1) the anonymous rating on a professional and ethical level of sitting state and federal judges by attorneys and litigants who appear before those judges; (2) to provide an annual report of those ratings tabulated in confidence by a third party administrator for dissemination to the public; (3) to provide a readily accessible vehicle for public judicial accountability; and (4) to provide a mechanism for judicial education and training through grants and seminars.

SECTION 2.  It is further the purpose of the Foundation to (a) promote public trust and confidence in the courts through awareness of the judges who constitute a vital part of our judicial system by publicly exposing their strengths and weaknesses; (b) to educate the public on the quality of judicial practice in their jurisdiction; (c) to educate judges on the public perception of their work  and performance and (d) to raise funds, by contributions, events, and other activities, to support the Foundation's programs and activities.

 

ARTICLE III

OFFICES

 

The principal office of the Foundation is 424 West 4th Street, Suite A in North Little Rock, Arkansas 72114.  The Foundation may have such other offices as the Board of Directors may determine appropriate from time to time. 

 

ARTICLE IV

BOARD OF DIRECTORS

 

            SECTION 1.  GENERAL POWERS:  The affairs of the Foundation shall be managed by or under the direction of its Board of Directors.  A majority of the Board of Directors may establish policies and direction of the Foundation, and the Board of Directors of the Foundation shall have authority to do all lawful acts and things not prohibited by law or these bylaws.  The board shall consider and provide resources for carrying out any policies or programs adopted by the board.  By appropriate resolution, the board may delegate to officers and to committees such powers as may be delegated in accordance with applicable law and these bylaws.

            SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS:  The number of directors of the Foundation shall be ten (10) until these bylaws are amended to provide otherwise.  Each director shall hold office for a period of three years, beginning with the election of the first Board of Directors, and the terms shall be staggered so that either three (3) directors positions shall be up for election each year at the annual meeting of the members.  Each director shall hold office until the next election at which that director's position is up for election, and until his or her successor shall have been elected and qualified.  A director need not be a resident of Arkansas.  The number of directors shall never be less than seven (7).  Directors may serve any number of years, but may not serve more than four consecutive three-year terms of office, after which time the director must remain off the Board of Directors for at least one year.  No decrease in the number of directors shall have the effect of shortening the term of an incumbent director.  At the first meeting of the board of directors the directors shall draw lots to determine which directors shall serve a one year term (3 directors), which shall serve a two year term (3 directors), and which shall serve a three year term (4 directors).

            SECTION 3.  VACANCIES:  Any vacancy occurring on the Board of Directors or any director's position to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors unless the articles of incorporation, any law in place of a statute, or these bylaws, provide that a vacancy or a director's position shall be filled in some other manner, in which case such provisions shall control.  A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed to serve the unexpired term of his or her predecessor in office.

            SECTION 4.  RESIGNATION:  Any director may resign by submitting his or her resignation in writing to the secretary or president of the Foundation.  The resignation shall be deemed effective immediately upon receipt of same by the secretary or the president of the Foundation. 

            SECTION 5.  REMOVAL OF DIRECTORS:  A director may be removed with or without cause by majority vote of the Board of Directors at a regular or special meeting of the Board of Directors for which notice of intent to consider taking action to remove a director has been given in writing at least two weeks in advance of the meeting at which such action shall be considered. 

            SECTION 6.  HONORARY/EX-OFFICIO DIRECTORS:  The Foundation recognizes the importance of maintaining contact with the public and as such shall confer honorary or ex-officio board membership. 

            SECTION 7.  COMPENSATION:  Directors shall serve without fee or compensation.  Travel expenses for Directors may, from time to time, be authorized by the Board of Directors.

            SECTION 8.  REGULAR MEETINGS:  A regular annual meeting of the Board of Directors shall be held with notice at least thirty (30) days before the meeting.  The Board of Directors may provide, by resolution, for the time and place for the holding of additional regular meetings of the board without other notice than such resolution. 

            SECTION 9.  SPECIAL MEETINGS:  Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors.  The person or persons authorized to call special meetings of the Board of Directors may designate any place in Arkansas, as the place for holding any special meeting of the Board of Directors called by them. 

            SECTION 10.  QUORUM.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at said meeting a majority of the directors present may adjourn the meeting to another time without further notice. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, a quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy.

            SECTION 11.  MANNER OF ACTING:  Except to the extent provided by law and by these bylaws, any act of the Board of Directors shall be by a majority of the directors present at the time of voting, a quorum being present at such time. 

            a.  Any action authorized by resolution, in writing (an informal consent), by all the directors entitled to vote thereon and filed with the records of the Foundation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board of Directors. 

            b.  Conduct of meetings by or through the use of communication equipment.

(1).   Unless specifically prohibited by law, by the articles of incorporation of the Foundation, or elsewhere by these bylaws, any or all directors may participate in and act at any regular or special meeting of the directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other so long as any of the following occur: all participating directors may simultaneously hear each other during the meeting, or all communication during the meeting is immediately transmitted to each participating director and each participant is able to immediately send messages to all other participating directors.  A director participating in such a meeting shall be deemed to be present (in attendance) in person at the meeting.

(2).  If a meeting is conducted pursuant to this Article IV, Section 11.b.(1)., the presiding party at the meeting shall inform each meeting participant that a meeting is taking place at which official business may be transacted.

            SECTION 12.  PRESIDING PERSON AT DIRECTOR'S MEETINGS: The President of the Foundation shall be considered the Chairman of the Board of Directors and shall preside at all meetings of the Board of Directors in his or her capacity as President of the Foundation, and if there be no president, or in the president's absence, the vice-president shall preside at all meeting of the Board of Directors in his or her capacity as vice-president of the Foundation until such time as a president shall be elected or the then current president be able to return and preside over meetings of the directors; further, in the absence of both the president and the vice-president, if the president has appointed a president pro tem, then the president pro tem shall preside, and in the event there is no president pro tem or the president pro tem is absent from the meeting, then any other director chosen by the Board of Directors in accordance with the manner of acting provided previously herein shall preside. 

            SECTION 13.  INFORMAL ACTION BY DIRECTORS:

            a.  Unless specifically prohibited by the Articles of Incorporation, these bylaws, or by law, any action required by law to be taken at a meeting of the Board of Directors of the Foundation, or any other action which may be taken at a meeting of the Board of Directors, or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and all of any non-director committee members entitled to vote with respect to the subject matter thereof, or by all members of such committee, as the case may be.

            b.  Each consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval.  All the approvals evidencing the consent shall be delivered to the secretary of the Foundation to be filed in the Foundation's records.  The action taken shall be effective when all of the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.

            c.  Any such consent signed by all the directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote.    

            SECTION 14.  NOTICE:  Notice of any special meeting of the Board of Directors shall be given at least five (5) days previous thereto by written notice to each Director at his or her address as shown by the records of the Foundation except that no special meeting of directors may remove a director unless written notice of the proposed removal is delivered to all directors at least two weeks prior to such meeting. If mailed, such notice shall be deemed to be delivered two days after being deposited in the United States mail in a sealed envelope so addressed, with first class postage thereon prepaid. If notice is given or transmitted by electronic means, such notice shall be deemed delivered when transmitted to the email address, facsimile number, or other contact information for the board member appearing on the records of the Foundation as may be authorized or approved in the articles of incorporation of this foundation or in these bylaws. Notice transmitted by electronic means shall be deemed to be delivered at the time and on the date as shown on the date and time stamp in the address portion of the email transmission, or by a date and time stamp feature in a facsimile transmission device, or by similar time and date verification information set forth in or from any other device used for transmission. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless specifically required by law or these bylaws.

 

ARTICLE V

OFFICERS

 

            SECTION 1.  ELECTION AND TERM OF OFFICE:  A slate of officers shall be prepared by a Nominating Committee which committee shall consist of three directors, appointed by the President, none of which directors shall currently be officers of the Foundation.  The slate of proposed officers shall be made known in writing to all directors at least five (5) days in advance of the annual members meeting, or any special meeting called for the purpose of holding an election of officers.  Nominations from the floor shall be encouraged and accepted; however, only persons who have previously consented to serve may be nominated as a candidate for any specific office.  The officers of the Foundation shall be elected for two-year terms of office by the Board of Directors at the annual meeting of the Board of Directors, and each officer shall be elected from among the directors serving on the Board of Directors.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient at a regular meeting of the Board of Directors or at a special meeting called for the purpose of electing officers.  Vacancies may be filled at any meeting of the Board of Directors.  New officers may only be created by amendment of these bylaws.  Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.  Election of an officer shall not of itself create any contract rights.  The terms of office shall be staggered for the various officers such that the President and Secretary shall be elected in alternating years from the elections for the Vice President and Treasurer.  Officers may be re-elected to the same office for no more than three consecutive terms.  Officers shall assume their duties immediately upon election.  The President shall be a voting member of each committee established in accordance with the provisions of this Section 1. Article VI of these bylaws.

            SECTION 2.  REMOVAL:  Any officer elected by the directors may be removed from office for cause by the directors with the approval of a two-thirds majority of the directors then holding office.

            SECTION 3. PRESIDENT:  The president shall be the principal executive officer of the Foundation.  Subject to the direction and control of the Board of Directors, she or he shall be in charge of the business and affairs of the Foundation; she or he shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, she or he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the directors.  She or he shall preside at all meetings of the members and of the Board of Directors.  The president may appoint another elected officer or director to serve as president pro in the absence of both the president and the vice president.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Foundation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, she or he may execute for the Foundation any contracts, deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized to be executed, and she or he may accomplish such execution either under or without the seal of the Foundation and either individually or with the secretary, any assistant secretary, or any other officer so authorized by the Board of Directors, according to the requirements of the form of the instrument. She or he may vote all securities that the Foundation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Foundation by the Board of Directors.  The president shall be a voting member of each committee established in accordance with the provisions of Article VII of these bylaws.

            SECTION 4.  VICE PRESIDENT:  The vice president shall perform the duties of the president in the absence of the president or in the event of the president's inability or refusal to act.  Further, the vice president shall perform such duties as the president or the Board of Directors may assign to the vice president from time to time.

            SECTION 5.  SECRETARY:  The secretary shall keep and record the minutes of the meetings of the Board of Directors and of the members in one 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 a custodian of the corporate records and of the seal of the Foundation; keep a register of the post office address and other contact information of each director that shall be furnished to the secretary by such director, and of each member that shall be furnished to the secretary by such member; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to her or him  by the president or by the Board of Directors.

            SECTION 6. TREASURER:  The treasurer shall be the principal accounting and financial officer of the Foundation.  She or he shall (a) have charge of and be responsible for the maintenance of adequate books of account for the Foundation; (b) have charge and custody of all funds and securities of the Foundation, and be responsible therefore, and for the receipt and disbursement thereof; (c) deposit all funds of the Foundation in the name of the Foundation in such bank accounts as the Board of Directors may from time to time determine, authorize, and direct; and (d) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to her or him by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond (the expense or premium, if any, for the same being paid by the Foundation) for the faithful discharge of her or his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

            SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES: Assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or by the Board of Directors. If required by the Board of Directors, assistant treasurers shall give bonds (the expense or premium, if any, for same being paid by the Foundation) for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

 

ARTICLE VI

COMMITTEES

 

            SECTION 1.  COMMITTEES AND MEMBERS:  The Board of Directors, by resolution adopted by a majority of the directors then in office, may designate one or more committees, each of which shall consist of two or more members, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise such authority of the Board of Directors in the management of the Foundation as shall be delegated by the Board of Directors and as may lawfully be delegated to such committee by the Board of Directors; the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon her or him by law.

            SECTION 2.  OTHER COMMITTEES: Other committees not having and exercising the authority of the Board of Directors of the Foundation may be designated by resolution adopted by a majority of the directors present at a meeting at which a quorum is present.  Except as otherwise stated in such resolution, members of each such committee shall be members of the Foundation, and the president of the Foundation shall appoint the members thereof.  Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Foundation shall be served by such removal.

            SECTION 3.  TERM OF OFFICE.  Each member of a committee shall continue as such until the next annual meeting of the directors of the Foundation and until a successor is appointed (a committee member may be reappointed to serve on any committee), unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

            SECTION 4.  CHAIR:  One member of each committee shall be appointed chairperson of that committee.

            SECTION 5.  VACANCIES:  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

            SECTION 6:  QUORUM.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

            SECTION 7:  CONDUCT OF MEETINGS BY OR THROUGH USE OF COMMUNICATION EQUIPMENT.

            a.  Unless specifically prohibited by law, by the articles of incorporation of this foundation, or elsewhere by these bylaws, any or all members of any committee appointed by the Board of Directors may participate in and act at any regular or special meeting of the committee members through the use of a conference telephone call or other communications equipment by means of which all persons participating in the meeting can communicate with each other so long as any of the following occur: all participating committee members may simultaneously hear each other during the meeting, or all communication during the meeting is immediately transmitted to each participating committee member, and each participating committee member is able to immediately send messages to all other participating committee members.  A committee member participating in such a meeting shall be deemed to be present (in attendance) in person at the meeting.

            b.  If a meeting is conducted pursuant to this Article VII, Section 7a, the presiding party at the meeting shall inform each meeting participant that a meeting is taking place at which official business may be transacted.

            SECTION 8.  RULES:  Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

            SECTION 9.  STANDING COMMITTEES:  Standing Committees shall be created and have the power to perform the functions specified hereinafter, any functions not specified but related to the functions specified hereinafter, and any other functions that may be assigned to any designated committee by the Board of Directors from time to time.  All committee activities shall be subject to review by the Board of Directors.  Except as otherwise stated hereinafter, standing committees shall be expected to report on a regular basis to the Board of Directors.  Standing committees under the Board of Directors of the Foundation shall be as follows: 

            a.  Executive Committee: The Executive Committee shall consist of the officers of the Foundation.  The committee shall be chaired by the President.  The committee shall have all authority of the Board of Directors, except as prohibited by law, to conduct the affairs of the Foundation between regular meetings of the Board of Directors in situations or instances when an assembly of a quorum of the Board of Directors would be impractical or impossible to achieve.  Actions of the committee shall require a majority vote of committee members present, and shall require ratification by the Board of Directors at its next regular or special meeting held after the executive committee action was taken.  The committee shall report to the Board of Directors regarding any actions taken by the committee after the preceding Board of Director's meeting and prior to the next Board of Director's meeting.  Further, the committee shall be responsible for reviewing all requests for Foundation funds, and it shall monitor spending compared to annually budgeted amounts.  The committee shall have authority to approve or disapprove requests that are at or beneath the limit set from time to time by the Board of Directors in any annual budget.  The committee shall also recommend to the Board of Directors approval or disapproval of requests for expenditure of funds that exceed any budgeted amount. 

            b.  Communications, Publicity and Website Committee:  The Communications, Publicity and Website Committee shall be responsible for regular communications on behalf of the Foundation including, but not limited to, the release or dissemination of Foundation news and public communications on behalf of the Foundation with local news media.  The committee shall be responsible for developing and maintaining the Foundation's internet communications, including a website. 

            c.  Fundraising Committee:  The Fundraising Committee shall identify and develop opportunities to generate funds for the Foundation and oversee such projects. 

 

 

ARTICLE VII

RESTRICTIONS ON ACTIONS

 

           SECTION 1. All of the assets and earnings of the Foundation shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of any employee of the Foundation or be distributed to its members, officers, or any private person, except that the Foundation shall be empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article I of these bylaws.

           SECTION 2. Notwithstanding any other provision of these bylaws, the Foundation shall not carry on any activities not permitted by an organization exempt under Section 501(c)(3), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, or organizations whose contributions which are exempt under Section 170(c)(2), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. The Foundation shall have no capital stock; pay no dividends; distribute no part of its net income or assets to any officers; and officers shall not be liable for the debts of the Foundation.

           SECTION 3. No substantial part of the Foundation's activity shall be for attempting to influence legislation. The Foundation shall not participate in any political campaign, shall not engage in political campaigns or attempt to influence legislation or participate in any political campaign on behalf of or in opposition to any candidate for public office.

           SECTION 4. In particular, but not without limitation of the generality of the foregoing paragraph, during any time as the Foundation may be considered a private foundation as defined by Section 509(a), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, it shall not:

            a. Fail to distribute its income for each taxable year at such time and in such manner so as not to become subject to the tax on undistributed income imposed by Section 4942, Internal Revenue Code, 1986, or the corresponding provision of any future federal law;

            b. Engage in any act of self-dealing as defined in Section 4941(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law;

            c. Retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code, 1986, or the corresponding provision of any future federal law;

            d. Make any investment in such manner as to subject it to tax under Section 4944, Internal Revenue Code, 1986, or the corresponding provision of any future federal law; or

            e. Make any taxable expenditure as defined in Section 4945(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.

 

ARTICLE VIII

Contracts, Checks, Deposits, and Funds

 

            SECTION 1. CONTRACTS.  The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, 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 Foundation, and such authority may be general or confined to specific instances.

            SECTION 2.  CHECKS, DRAFTS, ETC: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation 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 president or treasurer of the Foundation.

            SECTION 3.  DEPOSITS: All funds of the Foundation shall be deposited from time to time to the credit of the Foundation 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 Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.

 

Article IX

Dissolution

 

Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Foundation, including the costs and expenses of such dissolution, dispose of all of the assets of the Foundation exclusively for the exempt purposes of the Foundation or distribute same to an organization described in Section 501(c)(3) or 170(c)(2) of the Internal Revenue Code, 1986, or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of the assets shall be distributed to any officer or directors of the Foundation. Any of such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the Foundation is then located, exclusively for the aforesaid purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for the aforesaid charitable purposes.

 

ARTICLE X

Books and Records

 

The Foundation shall keep correct and complete books and records of account and also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.  All books and records of the Foundation may be inspected by any director, or his or her agent or attorney, for any proper purpose at any reasonable time.

 

ARTICLE XI

Fiscal Year

 

The fiscal year of the Foundation shall be fixed by resolution of the Board of Directors.

 

 

ARTICLE XII

SEAL

 

The corporate seal shall have inscribed thereon the name of the Foundation and the words "Not For Profit Seal." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory.

 

 

ARTICLE XIII

Waiver of Notice

 

Whenever any notice is required to be given under the provisions of the Not For Profit Corporation Act of Arkansas or under the provisions of the articles of incorporation or the bylaws of the Foundation, 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. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

 

ARTICLE XIV

Indemnification

 

            SECTION 1.  INDEMNIFICATION IN ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE FOUNDATION: The Foundation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Foundation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

            SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE FOUNDATION:  The Foundation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Foundation, or is or was serving at the request of the Foundation as a director, member, officer, employee, or agent of another the Foundation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Foundation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

            SECTION 3.  RIGHT TO PAYMENT OF EXPENSES: To the extent that a director, officer, employee, or agent of the Foundation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 or 2 of this Article, or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

            SECTION 4.  DETERMINATION OF CONDUCT:  Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of members who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested members so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

            SECTION 5.  PAYMENT OF EXPENSES IN ADVANCE:  Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation as authorized in this Article.

            SECTION 6.  INDEMNIFICATION NOT EXCLUSIVE: The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested members, or otherwise, both as to any action in his or her official capacity and as to any action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

            SECTION 7.  INSURANCE: The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article.

            SECTION 8. NOTICE TO MEMBERS: If the Foundation has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the Foundation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.

            SECTION 9. REFERENCES TO THE FOUNDATION:  For purposes of this Article, references to 'Corporation' or 'Foundation' shall include, in addition to the surviving foundation, any merging foundation (including any foundation having merged with a merging foundation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its members, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging foundation or corporation, or was serving at the request of such merging foundation or corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have stood with respect to such merging corporation if its separate existence had continued.

            SECTION 10. OTHER REFERENCES: For purposes of this Article, references to 'other enterprises' shall include employee benefit plans; references to 'fines' shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to 'serving at the request of the Foundation' shall include any service as a director, officer, employee, or agent of the Foundation that imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner â??not opposed to the best interests of the Foundationâ? as referred to in this Article.

 

ARTICLE XV

CONFLICTS OF INTEREST

 

            SECTION 1.  PURPOSE:  This Article XV contains a conflicts of interest policy to protect the Foundation.  The purpose of the conflicts of interest policy is to protect the Foundation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or one or more directors of the Foundation.  This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable organizations. 

            SECTION 2.  DEFINITIONS: 

            a.  Interested Persons.  Any director, principal officer, or member of a committee with director delegated power who has a direct or indirect financial interest, as defined below, is an interested person.  If a person is an interested person with respect to the Foundation, he or she is an interested person with respect to all entities with which the Foundation may be affiliated or that may be a subsidiary of the Foundation or of which the Foundation may be a subsidiary.

            b.  Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment or family relationships:

(1).  an ownership investment interest in any entity with which the Foundation has a transaction or arrangement; or

(2).  A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or

(3).  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

'Compensation' includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.  A financial interest is not necessarily a conflict of interest.  Under Section 3b. of this Article XVI of these bylaws, a person who has a financial interest may have a conflict of interest only if the appropriate Board of Directors or committee decides that a conflict of interest exists.

            SECTION 3.  PROCEDURES:

            a.  Duty to Disclose.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of his or her financial interest and must be given the opportunity to disclose all material facts to the members of the Foundation and members of any committee with Board of Directors delegated powers considering the proposed transaction or arrangement.

            b.  Determining Whether a Conflict of Interest Exists.  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, said interested person shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining directors or committee members shall decide if a conflict of interest exists.

            c.  Procedures for Addressing the Conflict of Interest. 

(1).  An interested person may make a presentation at the Board of Directors or committee meeting, but after such presentation said interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

(2).  The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(3).  After exercising due diligence, the Board of Directors or committee shall determine whether the Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

(4).  If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested members or committee members, as appropriate, whether the transaction or arrangement is in the Foundation's best interest and for the Foundation's own benefit, and whether the transaction is fair and reasonable to the Foundation, and such Board of Directors or committee (exercising Board of Directors delegated powers) shall then decide as to whether to enter into the transaction or arrangement in conformity with the determination of such Board of Directors or committee.

            d.  Violations of the Conflicts of Interest Policy.

(1).  If the Board of Directors, or committee exercising Board of Directors delegated powers, has reasonable cause to believe that a member has failed to disclose an actual or a possible conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(2).  If, after hearing the response of the member and making such further investigation as may be warranted under the circumstances, the Board of Directors or committee (exercising Board of Directors delegated powers) determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, the Board of Directors or committee, as appropriate, shall take the appropriate disciplinary and corrective action.

            SECTION 4.  RECORDS OF PROCEEDINGS:  The minutes of the Board of Directors and all committees exercising Board of Directors delegated powers shall contain:

            a.  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors' or committee's decision as to whether a conflict of interest in fact existed.

            b.  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternative(s) to the proposed transaction or arrangement, and a record of any vote taken in connection therewith.

            SECTION 5.  COMPENSATION: 

            a.  A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Foundation for services is precluded from discussing and voting upon matters pertaining to that director's compensation.  No member is prohibited from providing information to the Board of Directors regarding compensation, either of that member or of any other person. 

            b.  A voting member of any committee whose jurisdiction includes compensation matters and which member receives compensation, directly or indirectly, from the Foundation for services is precluded from discussing or voting upon matters pertaining to that member's compensation. No member is prohibited from providing information to the Board of Directors regarding compensation, either of that member or of any other person. 

            SECTION 6.  ANNUAL STATEMENTS:  Each director, principal officer and member of a committee with Board of Directors delegated powers shall annually sign a statement which affirms that such person:

a.  has received copies of the conflict of interest policy;

b.  has read and understands the policy;

c.  has agreed to comply with the policy; and

d.  understands that the Foundation is a not-for-profit organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

            SECTION 7.  PERIODIC REVIEWS:  To ensure that the Foundation operates in a manner consistent with its tax exempt purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

            a.  Whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining;

            b.  Whether acquisitions of assets result in inurement to any individual or entity or impermissible private benefit;

            c.  Whether partnership and joint venture arrangements and arrangements with other persons or entities, including other not-for-profit organizations, conform to written policies, are properly recorded, reflect reasonable payments for goods and services received, further the Foundation's purposes, and do not result in inurement or impermissible private benefit;

            d.  Whether any agreement with any employee of the Foundation or any third party payor furthers the Foundation's purposes and does not result in inurement or impermissible private benefit.

            SECTION 8.  USE OF OUTSIDE EXPERTS:  In conducting the periodic reviews provided for in Section 7 of this Article XV, the Foundation may, but need not, use outside advisors and experts.  If an outside expert or advisor is used, the use of such outside expert or advisor shall not relieve the Board of Directors of the Foundation of its responsibility for insuring that periodic reviews are conducted in a proper manner.

 

 

ARTICLE XVI

PARLIMENTARY AUTHORITY

 

The New Robert's Rules of Order (by Mary A. DeVires), copyright 1990, shall be the parliamentary authority governing the proceedings of the Board of Directors and all committees, and shall be consulted whenever a question of parliamentary procedure arises not otherwise addressed in these bylaws.  To the extent any provision in these bylaws is in contravention of any provision in any of the aforesaid rules of order, the provision in these bylaws shall be deemed paramount and the rule to be followed. 

The members at any meeting of members, the directors, and each committee, advisory board, or commission established by action of the Board of Directors of the Foundation may adopt rules for the government of meetings of said members, directors, committees, advisory boards or commissions, all as aforesaid, not inconsistent with these bylaws and not inconsistent with rules of procedure and governments adopted from time to time by the Board of Directors. 

 

ARTICLE XVII

Amendments

 

The power to alter, amend, or repeal the bylaws, or adopt new bylaws, shall be vested in the Board of Directors of the Foundation unless otherwise provided in the articles of incorporation or these bylaws.  Such action may be taken by a two-thirds majority vote at a regular or special meeting of the Board of Directors for which written notice of the purpose shall be given.  Any alteration, amendment, repeal, or adoption of new bylaws, must be presented in writing at the regular meeting of the Board of Directors at least one month prior to the meeting at which action is to be taken to consider the alteration, amendment, or repeal of any or all of these bylaws, or the adoption of new bylaws.  A copy of any proposed alteration, amendment, or repeal of any bylaw, or adoption of new bylaws shall be mailed to each director absent from the Board of Director's meeting at which any alteration, amendment, or repeal of any or all of these bylaws, or adoption of new bylaws, was first presented.  The bylaws may contain any provisions for the regulation and management of the affairs of the Foundation not inconsistent with law or the articles of incorporation.

 

 

AMENDMENT NO. 1 

TO BYLAWS

   

On January 1, 2015, the Board of the American Foundation for Judicial Accountability approved the following amendment to the Foundation Bylaws which will heretofore be known as Amendment No. 1:

  

Any Board member who rates a judge will declare a conflict of interest and will not be allowed to participate in the voting for the comments section of that judge's annual rating.  This bylaw applies to attorney members as well as citizen-litigant members.