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AMENDED AND RESTATED BYLAWS
FACULTY OF FEDERAL ADVOCATES
(Amended and Restated Effective June 12, 2014)
Section 1. Principal Office. The principal office and place of business of the Corporation in the State of Colorado shall be in the City and County of Denver, or at such other location as the Board of Directors may from time to time determine. Other offices and places of business may be established from time to time by the Board of Directors.
Section 2. Corporate Seal. The seal of the Corporation shall be inscribed with the name of the Corporation, the year of its incorporation, and the words "Colorado" and "Seal," and shall be in a form approved by the Board of Directors, which may alter the same at pleasure.
ARTICLE II – Members
Section 1. Qualifications. The members of the Corporation (the “Members”) shall consist of all persons licensed to practice law before the District Court for the District of Colorado (the “Court”) who have paid such dues as may be established from time to time by the Board of Directors.
Section 2. Annual Meeting. The Board of Directors shall hold an annual membership and Board meeting. Written notice of the time and place of any such annual meeting shall be given personally, mailed, or delivered electronically to the Members at least 15 days before the date fixed for the annual meeting.
Section 3. Special Meetings. Special meetings of the Members may be called at any time by the Board of Directors, by two–thirds of the Members, or by the President. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. If called by the Board of Directors, written notice of the time and place of every special meeting shall be given, mailed, or delivered electronically to the Members at least ten days before the date fixed for the meeting. The purpose of any special meeting of the Members shall be stated in such notice.
Section 4. Quorum; Voting. A quorum at all meetings of the Members shall consist of 10% of the Members. Less than a quorum may adjourn from time to time without further notice until a quorum is secured. Except as provided specifically to the contrary by these Bylaws, the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members. In order for the Corporation to take a position on policy issues, two-thirds majority of the Board is necessary.
Section 5. Inspection of Books and Records. The Members shall have the right, on written or oral demand, from time to time to examine, in person or by agent or attorney, at any reasonable time and for any purpose, all of the books and records of account of the Corporation, its last annual and most recently published financial statement, and minutes of all acts and proceedings of the Board of Directors.
ARTICLE III – Board of Directors
Section 1. Qualifications; Appointment; Tenure. The Board of Directors of the Corporation shall be composed of seventeen directors. In the event that the election of additional individuals to the Board of Directors results in more than seventeen directors serving on the Board of Directors at any time, without these Bylaws having been previously amended to increase the number of authorized directors beyond seventeen directors, then the action of the Board of Directors or the Members, as the case may be, resulting in such election shall automatically be deemed to constitute an amendment to these Bylaws increasing the number of authorized directors provided for in the preceding sentence to the number of directors actually serving in such capacity.
Section 2. Elections.
Section 3. Annual Meeting. The annual meeting of the Board of Directors shall be held in each calendar year, on such date and at such time and at such place as the President may determine. Written notice stating the place, day, and hour of the meeting shall be given personally, mailed, or delivered electronically to each member of the Board of Directors at least ten days prior to the date fixed for the annual meeting. The annual meeting of the Board of Directors shall be for the purpose of electing officers and for the transaction of such other business as may come before the meeting.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held at such place, day, and hour as the President may determine and as shall be stated in written notice given to each member of the Board of Directors either by mailing, faxing, or delivering electronically such notice at least three days before, or by an oral or written communication personally delivered at least two days before, the date fixed for the meeting. The notice of any regular meeting need not specify the business to be transacted at any such regular meeting of the Board of Directors.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the members of the Board of Directors. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. Notice stating the place, day, and hour of every special meeting shall be given to each member of the Board of Directors either by mailing, faxing, or delivering electronically such notice at least five days before, or by an oral or written communication personally delivered at least two days before, the date fixed for the meeting. The notice of such special meeting shall specify the business to be transacted at and the purpose of any special meeting of the Board of Directors.
Section 6. Quorum; Voting. A quorum at all meetings of the Board of Directors shall consist of a majority of the directors holding office. Less than a quorum may adjourn from time to time without further notice until a quorum is secured. Except as provided specifically to the contrary by these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Vacancies. Any vacancy in the Board of Directors shall be filled by the Board of Directors, at the discretion of the Board. A director appointed to fill a vacancy shall serve for the unexpired term of such person's predecessor in office and shall be eligible for election to the Board pursuant to Section III.2.d of these Bylaws.
Section 8. Committees of the Board. The Board of Directors of the Corporation may designate from among its members, those committees which it deems appropriate. All committees of the Board will report their actions to the Board at the meeting of the Board next following such actions. The Chairperson of each committee shall be designated at the time of appointment of such committee.
Section 9. Standard of Conduct for Directors. Each director shall perform his or her duties as a director, including without limitation his or her duties as a member of any committee of the board, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In the performance of his or her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons designated below, unless the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the Corporation or the Members for any action the director takes or omits to take as a director if, in connection with such action or omission, the director performs his or her duties in compliance with this Section. A director, regardless of title, shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
The designated persons on whom a director is entitled to rely are: [a] one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; [b] legal counsel, a public accountant, or other person as to matters which the director reasonably believes to within such person's professional or expert competence; or [c] a committee of the Board of Directors on which the director does not serve if the director reasonably believes the committee merits confidence.
Section 10. Conflicts of Interest. Each member of the Board of Directors is encouraged to avoid undisclosed conflicts of interest and to refrain from influencing the board’s action on a matter in which such director is financially interested. It is therefore the policy of the Corporation to avoid the participation of any director in the Board of Directors’ consideration of a matter which poses a conflict of interest, as defined by the Colorado Rules of Professional Conduct, for that director.
Section 11. Removal. Any member of the Board of Directors of the Corporation may be removed by the Members of the Corporation or by the affirmative vote of two–thirds of the Board of Directors present at a meeting at which a quorum is present whenever in their judgment such removal would serve the best interests of the Corporation.
Section 12. Absences. Absence in any twelve month period from three meetings without excuse or five meetings with or without an excuse may at the option of the Board be considered a resignation from the Board and the position declared vacant. Cumulative attendance reports may be published with the minutes of each Board meeting. Nothing in this provision shall be interpreted to prevent the Board from re-electing a member who has resigned due to absences. Written notice (which may be electronic) shall be sent to a Board member who is within one meeting of automatic resignation.
Section 13. Action Without a Meeting. Any action to be taken at a meeting of the Board of Directors may be taken without a meeting only under conditions that require action before the next regularly scheduled meeting of the Board. In such case, a telephone meeting or a meeting held by virtue of electronic communications shall be deemed to comply with this provision in the discretion of the Board. The action taken by the Board shall only be effective if there are writings which describe the action, and are filed with the minutes. Actions taken shall be effective when the last writing necessary to effect the action is received by the Corporation or on a designated date.
Section 14. Telephonic Meetings. The Board of Directors may permit any director (or any member of a committee designated by the board) to participate in a regular or special meeting of the Board of Directors or committee thereof through the use of any means of communication by which as directors participating in the meeting can hear one another during the meeting at the discretion of the President. A director participating in a meeting in this manner shall be deemed to be present in person at such meeting.
Section 15. Expenses. The Corporation shall reimburse any member of the Board of Directors for reasonable expenses incurred in connection with service on the Board.
ARTICLE IV – Officers
Section 1. Number; Qualification. The officers of the Corporation shall be a President, a President–Elect, a Secretary, and a Treasurer, each of whom shall be a Member of the Corporation. Any individual may hold more than one office except that of the President and Secretary. The Board of Directors may elect such other officers as it may deem advisable, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors.
Section 2. Powers and Duties. The officers of the Corporation shall exercise and perform the respective powers, duties, and functions as are stated below and as may be assigned to them by the Board of Directors.
Section 3. Selection and Terms of Offices. The President shall hold office for no more than two terms of one year each, and shall serve in such capacity until his or her successor shall have been elected and shall have qualified. The President–Elect shall be elected from time to time by the Board of Directors and shall serve in such capacity until the expiration of the term of office of the President, at which time the President–Elect shall succeed to the office of the President. All other officers of the Corporation shall be elected by the Board of Directors and shall hold office for no more than two terms of one year each and until their successors shall have been elected and shall have qualified. Immediately following the President’s tenure in office, at the discretion of the Board, he or she may be designated as Immediate Past President during the tenure of his or her successor as President. The Immediate Past President shall assist the Board as the President may request. The Immediate Past President need not be a member of the Board and shall not be required to attend meetings of the Board.
Section 4. Expenses. The Corporation shall reimburse any officer for all reasonable expenses incurred by such individual in connection with services rendered to or for the Corporation.
Section 5. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment such removal will serve the best interests of the Corporation.
Section 6. Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification, or otherwise, of an officer elected or appointed by the Board of Directors may be filled by the Board of Directors for the unexpired portion of the term.
ARTICLE V – Contracts, Loan, and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents 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. Loans. No loans shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be general if confined to a specific dollar limit determined from time to time by resolution of the Board of Directors and shall otherwise be confined to specific instances. No loan shall be made to any officer or director of the Corporation.
Section 3. Checks, Drafts, and Notes. All checks, drafts, or other orders for payment of money, notes, or other evidence 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.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation as soon as practicable in such banks, trust companies, or other custodians as the Board of Directors may select.
Section 5. Investment Managers. The Board of Directors shall have the authority to designate any bank, trust company, brokerage firm, or investment advisor to manage the assets and investment of the assets of the Corporation.
Section 6. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.
ARTICLE VII – Indemnification
Section 1. Authority for Indemnification. 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, and whether formal or informal, by reason of the fact that he or she is or was a director, officer, employee, fiduciary or agent of the corporation, may, on approval pursuant to Section 3 of this Article, be indemnified by the Corporation against expenses (including attorney’s fees), judgments, penalties, fines, including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him or her in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 3 of this Article that he or she conducted himself or herself in good faith and that he or she (1) reasonably believed in the case of conduct in the official capacity with the Corporation, that his or her conduct was in the Corporation’s best interest, or (2) in all other cases (except criminal cases) believed that his or her conduct was at least not opposed to the Corporation’s best interests, or (3) with respect to criminal proceedings had no reasonable cause to believe his or her conduct was unlawful. A person will be deemed to be acting in his or her official capacity while acting as a director, officer, employee or agent of this Corporation and not when he or she is acting on this corporation’s behalf for some other entity. No indemnification shall be made under this Section to a director with respect to any claim, issue or matter in connection with a proceeding by or in the right of corporation in which the director was adjudged liable to the corporation or in connection with any proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. Further, indemnification under this Section in connection with a proceeding brought by or in the right of the corporation shall be limited to reasonable expenses, including attorney’s fees, incurred in connection with the proceeding. These limitations shall apply to directors only and not to officers, employees, fiduciaries or agents of the corporation, except that director shall include, unless the context otherwise requires, the estate or personal representative of a director.
Section 2. Effect of Termination of Action. 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 seeking indemnification did not meet the standards of conduct described in Section 1 of this Article. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability.
Section 3. Groups Authorized to Make Indemnification Determination. Any indemnification shall be made by the corporation only as authorized in the specific case and upon a determination that indemnification is permissible under the circumstances as set forth in Section 1. This determination shall be made by the Board of Directors by a majority vote of a quorum, which quorum shall consist of Directors not parties to the proceeding (“Quorum”). If a Quorum of the Board of Directors cannot be obtained, or even if a Quorum can be obtained but such Quorum so directs, the determination may be made by independent legal counsel selected by vote of a Quorum of the Board of Directors or, if a Quorum of the full Board of Directors cannot be obtained, by independent legal counsel selected by a majority vote of the full Board (including Directors who are parties to the action).
Section 4. Advance of Expenses. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation to the person being indemnified under this provision in advance of the final disposition of such action, suit or proceeding upon receipt of (1) a written affirmation of that person’s good faith belief that he or she has met the standards of conduct prescribed by Section 1 of this Article; (2) a written undertaking, executed personally or on his or her behalf, to repay such advances if it is ultimately determined that he or she did not meet the prescribed standards of conduct (the undertaking shall be an unlimited general obligation of the person but need not be secured and may be accepted without reference to financial ability to make repayment); and (3) a determination is made by the proper group (as described in Section 3 of this Article), that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 3.
Section 5. Insurance. The Board of Directors may exercise the Corporation’s power to purchase and maintain insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a director or officer of the Corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.
Section 6. Nonexclusivity of Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such person’s heirs, executors, and administrators.
ARTICLE IX – Amendments
These Bylaws may be amended, altered, or repealed and new Bylaws may be adopted by a vote of the directors present at any meeting of the directors at which a quorum is present, and not otherwise, provided that notice of the proposed amendment, alteration, or repeal shall have been delivered to each director of the Corporation with the notice of the meeting at which the proposed amendment, alteration, or repeal will be presented to the directors for action.
The preceding Amended and Restated Bylaws were approved and adopted by the Board of Directors of the Faculty of Federal Advocates on the 12th day of June, 2014.