International Society of Barristers

Documents

BYLAWS of INTERNATIONAL SOCIETY OF BARRISTERS, INC.

ARTICLE I

Offices

The principal office of the Society of the State of Colorado shall be located in the City and County of Denver. The Society may have such other offices, either within or without the State of Colorado, as the Board of Governors may determine or as the affairs of the Society may require from time to time.

The Society shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Governors.

ARTICLE II

Members

Section I. Classes of Members: The classes of members of the Society are set forth in the Articles of Incorporation and may be changed only by amendment to the Articles of Incorporation. Members may be referred to as "Fellows."

Section 2. Nominations of Candidates for Fellowship. Only Fellows may nominate candidates for election to fellowship in the Society. They shall complete and sign the nominating form provided by the Society and shall submit it to the Society's principal office.

Section 3. Dues: Dues in the Society shall be as established by the Board of Governors. Failure to pay dues for two successive years shall result in the automatic suspension of membership of any Fellow not paying said dues. That Fellow may be reinstated upon payment of all past dues not previously paid and upon such other conditions as may be established by the Board of Governors. Dues for different classes of Fellows may vary.

Section 4. Initiation fees: The initiation fees for applicants to membership in the Society shall be as established by the Board of Governors.

Section 5. Admission of Members and Voting Rights: Admission of members and voting rights shall be as set forth in the Articles of Incorporation.

Section 6. Termination of Membership or Resignation: Termination of membership, suspension or expulsion shall be as provided in the Articles of Incorporation. Any member may resign by filing a written resignation with the Secretary of the Society.

Section 7. Reinstatement: Upon written request signed by a former Fellow and filed with the Secretary, the Board of Governors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former Fellow to membership upon such terms as the Board of Governors may deem appropriate.

Section 8. Transfer of Membership: Membership in this corporation is not transferable or assignable.

ARTICLE III

Meetings of Fellows

Section I. Annual Meetings: The annual meeting of the Fellows of the Society for the election of members to the Board of Governors and the transaction of such other business as may properly come before the meeting shall be held at a place designated by the Board of Governors on a date to be designated by the Board of Governors. No more than fifteen months may elapse between annual meetings. At least thirty days prior to such meeting, a written or printed notice of the place and date of said annual meeting, signed by the President or Secretary of the Society, or having either of their names printed thereon, shall be mailed to each Fellow at that Fellow's last known address, postage prepaid.

Section 2. Special Meetings: Special meetings of the Society may be called upon two-thirds affirmative vote by the Board of Governors upon written notice given in the same manner and within the same time as that prescribed for calling annual meetings. Notice of special meetings shall set forth the purpose thereof.

Section 3. Quorum: A quorum for any annual or special meeting of the Fellows shall consist of those in attendance.

Section 4. Proxies: No proxies shall be permitted.

ARTICLE IV

Governors

Section 1. Number and Term of Office: The business and affairs of the Society shall be managed by a Board of Governors. At each annual meeting five Governors shall be elected by the Fellows present at the general business meeting of the Society, to serve a term of three years. In addition, each of the four officers of the Society shall be a Governor during the term of the office held; and the immediate past President shall be a Governor for the year following his or her term as President. When a Governor who is not then holding office is elected to anyone of the four elective offices, then his or her tenure as an elected Governor automatically terminates. A replacement Governor to fill the unexpired elective term shall then be nominated and elected at the following general business meeting of the membership at the annual meeting.

Section 2. Nominating Committee: The Nominating Committee shall consist each year of all Past Presidents in attendance at the mid-year meeting of the Board of Governors. If the number of such Past Presidents is less than three, the President shall appoint additional Fellows to bring the committee membership to a minimum of three. The report of the Nominating Committee shall be given at the annual meeting. Nominations, other than those by the Nominating Committee, may be made from the floor at the annual meeting.

Section 3. Quorum: A quorum for any meeting of the Board of Governors shall consist of those present.

Section 4. Meetings: One regular meeting of the Board of Governors shall be held at the same location and during the same period as the annual meeting and the Governors shall elect at said meeting officers for the ensuing year from among their own members. The names of the officers elected shall be reported to the Fellows present during the period and at the location of the annual meeting. The other regular meeting of the Board of Governors shall be held between June I and August I of each year at a location and time to be determined by the President with the approval of the Executive Committee. The Board of Governors may take up any lawful business at the aforesaid summer regular meeting. Special meetings of the Board may be called at any time by the President or, in his absence or disability, by a Vice President or by any four members of the Board of Governors. Notice of the time and place of all meetings of the Board of Governors shall be given to each Governor no less than ten days prior to said meeting by mail at his last known address, proper postage prepaid.

Section 5. Powers and Duties: The Board of Governors shall have and exercise all such general powers as are usually exercised by the Board of Governors, and shall have power to do all lawful acts and things not by statute, Articles of Incorporation or these By-laws prohibited, directed or required to be done by the Fellows; and particularly to have all of the powers conferred by the Articles or Certificate of Incorporation, reference to which is hereby made; to elect, appoint or employ officers, agents and other representatives; to determine their duties and salaries; to require security in such instances as the Board may determine; to determine who shall sign notes, checks, drafts, contracts, deeds, reports and other documents; to receive and pass upon reports of officers and agents; and to delegate all or a portion of the powers of the Board from time to time to an executive committee, or other standing or special committees. The enumeration of specific powers herein in no way limits the general powers and duties of the Board of Governors to take action on behalf of the corporation.

Section 6. Vacancies: Except as provided in Section I, when any vacancy in the Board shall occur by reason of death, resignation, or otherwise, the remaining members of the Board, or a majority of them, shall have power to fill such vacancy. Any Governor chosen to fill a vacancy shall serve until the next election of Governors or until his successor is elected.

ARTICLE V

Officers

Section 1. The officers of the Society shall be:

A President

A First Vice President

A Second Vice President

A Secretary-Treasurer

The Board of Governors may appoint such subordinate officers as may be deemed desirable from time to time. The officers herein named shall hold office until their successors shall be elected. Subordinate officers shall serve during such terms as may be fixed by the Board, except as otherwise provided by contract.

Section 2. President: The President shall be the chief executive officer of the Society. He shall preside at all meetings of the Board of Governors and of Fellows and shall have general supervision of the officers and general active management of the business of the Society. He shall sign all deeds, conveyances, assignments, notes, bonds, mortgages or deed of trust and other instruments and documents required to be executed by the Society. He shall perform such other acts as are usually incident to the office of president of a corporation and such as may be required of him by the Board of Governors. The President may appoint such committees as he deems appropriate.

Section 3. First Vice President: The First Vice President shall have power to perform all of the duties of the President, in the absence of the President, or his inability for any reason to perform such duties. The signature of the First Vice President on any conveyance, assignment or other instrument or document executed in the name of, or on behalf of the Society, shall be prima facie evidence of his authority to sign the same for the Society. The First Vice President shall generally supervise the status of membership in the Society, and shall, in March of each year, appoint a State Fellowship Chair to serve to April I of the following year, for each state, province, or country, or subdivision thereof that the First Vice-President shall deem appropriate. Such State Fellowship Chair shall be responsible for supervision of the operation of the membership nominating process within the jurisdiction assigned and shall be generally responsible for the affairs of the Society within that jurisdiction.

Section 4. Second Vice President: The Second Vice President shall have power to perform all the duties of the President or the First Vice President in their absence or their inability for any reason to perform their duties. He shall generally supervise the quarterly publication of the Society.

Section 5. Secretary-Treasurer: The Secretary-Treasurer shall issue notices of all meetings of Fellows and Governors when instructed so to do: he shall attend such meetings and keep full and true copies of the minutes of such meetings in the minute book of the Society; he shall have charge of the Society seal and shall attest the same by his signature when attached to any conveyance, certificate, or other instrument or document, and shall perform such other acts or duties as the Board may designate.

In the absence of the Secretary-Treasurer, or his inability to perform the duties of his office, such duties may be performed by an Assistant Secretary Treasurer, or other person designated by the Board.

The Secretary-Treasurer shall also be in charge of the funds and financial records of the Society. The Secretary-Treasurer shall serve as convention or annual meeting chairman for the year following his election.

Section 6. Executive Committee: The above named four officers shall constitute the Executive Committee of the Society and they shall meet upon notification by the President at a time and place designated by him; said notification to be either by mail or telephone and at least five days prior to said meeting. Meetings may also be held by unanimous consent.

Section 7. Employees: The Board of Governors shall have the power to employ such persons as they may deem necessary to carry out the purposes of the Society and pay them such salaries or other compensation as they may deem appropriate. No Governor or officer of the Society shall receive any salary or compensation for his services, but reasonable and necessary expenses shall be reimbursed upon approval of the Board of Governors.

Section 8. Vacancies: If the office of any officer of the Society becomes vacant by reason of death, resignation or otherwise, the Governors then in office, by a majority vote, may choose a successor, who shall hold office for the unexpired term of the officer vacating such office.

ARTICLE VI

Certificates of Fellowship

Section 1. Certificates of Fellowship: The Board of Governors may provide for the issuance of certificates evidencing fellowship in the Society, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President, or a Vice President and by the Secretary and shall be sealed with the seal of the society. The name and address of each Fellow and the date of issuance of the certificate shall be entered on the records of the Society. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Governors may determine.

Section 2. Issuance of Certificates: When a Fellow has been elected to fellowship, a certificate of fellowship may be issued in his name and delivered to him by the Secretary if the Board of Governors shall have provided for the issuance of certificates of fellowship under the provisions of Section I of this Article VI.

ARTICLE VII

Publications

The Society shall publish, from time to time, such communications as shall be determined by its executive committee, or by its President, with the concurrence of a majority of the members of the Board. Such may include a roster of its Fellows published annually, or at other intervals as shall be determined by the Board.

IN WITNESS WHEREOF, we have hereunto subscribed our names this 17th day of January, 1978.

Douglas W. Hillman Alex S. Keller Alex W. Newton Stan Siegel

KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary of the Society known as International Society of Barristers, Inc., does hereby certify that the above and foregoing Bylaws were duly adopted by the Board of Governors of said Society, as the Bylaws of said Society, on the 17th day of January, 1978, and that they do now constitute the Bylaws of said Society.

Stan Siegel Secretary

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ARTICLES OF INCORPORATION of INTERNATIONAL SOCIETY OF BARRISTERS, INC.

We, the undersigned natural persons of age of twenty-one years or more, acting as incorporators of a corporation under the "Colorado Non-profit Corporation Act," adopt the following Articles of Incorporation for such corporation:

ARTICLE I

Name of Organization

The name of the corporation is the International Society of Barristers, Inc.

ARTICLE II

Principal Office

The principal office and initial registered office of the Society shall be c/o Douglas E. Bragg, 621 Seventeenth Street, Suite 2200, Denver, Colorado 80293, and the name of its initial registered agent at such address is Jim R. Carrigan.

ARTICLE III

Duration

The period of duration for which the corporation is organized is perpetual.

ARTICLE IV

Purposes

The purposes of this Society are:

1. This is a non-profit corporation formed for charitable, benevolent, educational and professional purposes.

2. To honor the great advocates of this era in our legal profession.

3. To encourage, by example and otherwise, the entry of younger lawyers into the specialty of advocacy.

4. To encourage the continuation of advocacy under the adversary system.

5. To assist advocates in the perfection of the techniques of advocacy.

6. To encourage the retention of trial by jury in litigated matters and to resist its usurpation by lay arbitrators and government tribunals which fail to guarantee the basic rights of citizens.

7. To help bring about a recognition by the Bar and by the public of advocacy as a distinct specialty, with the creation of proper standards as a condition precedent to the granting of recognition to one purporting to possess special skills in such specialty.

8. To abolish any animosity between counsel representing plaintiffs and defendants, and to produce a recognition that all trial lawyers are advocates fully representing the rights of all clients.

9. To encourage the maintenance of amicable relationships between counsel in their personal and professional relationships.

10. To encourage and to demand the full discharge of the ethical relationships owing by all concerned in litigation-whether parties, witnesses, counsel, insurance companies, or the courts-with an insistence upon the handling of litigated cases by independent counsel owing primary allegiance to their clients, and opposing the corporate representation of individuals.

11. To take such other steps as shall be necessary for the protection of the rights of citizens, the independence of the judiciary, and the stature of the Bar.

12. Such other activities or business permitted by law.

ARTICLE V

Members

There shall be no shareholders and the members of this corporation shall be called "Fellows." The requirements for Fellowship are as follows:

1. Requirements for Active Fellowship. In order to be qualified for active Fellowship, an advocate must meet the following qualifications:

A. He shall have practiced actively at the Bar not less than ten years.

B. More than 50% of his average professional income must be derived from controverter causes, with emphasis upon the personal conduct by said advocate of litigation in the courts.

C. If the advocate is a practitioner within the United States, he must possess an “av" rating in Martindale-Hubbell Law Directory; provided, however, that this requirement may be waived by the affirmative vote of two-thirds of the then members of the Board of Governors upon written notice given to them, stating all the appropriate circumstances, not less than thirty days prior to the taking of any such waiver action.

D. Such advocate shall possess excellent character and integrity of the highest order.

E. Such advocate shall possess an amiability of disposition, conducive to harmony in the personal relationships of the Fellows of the Society.

F. Such advocate shall, by virtue of his resourcefulness, courage, and other professional and personal qualities, have distinguished himself as outstanding in the field of advocacy, rather than demonstrating mere competence or average skill as an advocate.

G. In other than what the Board of Governors shall in their discretion determine to be exceptional circumstances, no more than four lawyers from any single law firm shall be accepted for active Fellowship in the Society at any given time.

H. Persons may be proposed for active Fellowship by an officer or Fellow. Unanimous approval of the Executive Committee or a two-thirds concurrence of all then Governors shall be necessary for the election of active Fellows plus concurrence of the State Fellowship Chair. The disapproval of the State Fellowship Chair may be overruled by an eighty per cent vote of the Governors, provided they are first informed of the disapproval of the State Fellowship Chair and with a statement from him of the reasons for his disapproval.

2. Judicial Fellows. Any Fellow who by reason of his election or appointment to a judicial post ceases to engage in the active practice of the law, does not by reason thereof forfeit his Fellowship. He becomes, and during his incumbency continues to be, a Judicial Fellow, with all the rights and privileges of Fellowship except the right to vote, and the right to hold office, as governor or otherwise. Upon his return to active practice, he automatically resumes the status of a Fellow and ceases to be a Judicial Fellow.

3. Emeritus Fellows. Any Fellow whose practice shall, for any other reason, cease to be primarily the handling of controverted causes shall make such matter known forthwith to the Board of Governors; and the Board may elect, by a two-thirds vote, such advocate as an Emeritus Fellow. An Emeritus Fellow shall possess no voting rights, and shall not be eligible to hold office as a governor or otherwise.

4. Academic Fellows. Any full-time teacher at a school accredited by the American Bar Association who holds a J.D. degree or equivalent; is engaged in teaching advocacy, trial practice, or closely related fields; has demonstrated leadership in these fields; and who possesses excellent character, integrity of the highest order, and an amiability of disposition conducive to harmony in the personal relationships of the Fellows of the Society may, by a two-thirds vote of the Board of Governors, be elected as an Academic Fellow. Academic Fellows shall be expected to provide at least one article for publication in the Society's Quarterly within three years of induction, and at least one such article every five years thereafter. An Academic Fellow shall not be required to pay an initiation fee, and his/her dues shall be the same as Judicial Fellows. An Academic Fellow may not hold office, and shall not have the right to vote.

5. Loss of Membership.

A. Automatic. If a Fellow of this Society is convicted of a felony or is disbarred or suspended from the practice of law by the agency or court of last resort as to professional conduct matters in any state, his membership in the Society shall automatically terminate.

B. After Hearing. In addition a Fellow of the Society may, after hearing as hereinafter provided and for good cause, be suspended or expelled from the Society by a two-thirds vote of the Board of Governors. In such cases a statement of charges shall first be mailed by the Administrative Secretary to the Fellow who is the subject thereof, not less than thirty days prior to the date of a hearing scheduled thereon. The hearing shall be conducted by a three-member Hearing Committee appointed from the Board of Governors by the President. The Fellow charged shall have the right to appear before the Committee for purposes of rebutting such charges; and the Committee shall hear and consider such other evidence as it deems credible and well-founded. Within thirty days of such hearing the Committee shall report in writing to the Board with its findings of fact, which shall be deemed conclusive, and with recommendations as to disposition of the charges; and the Board shall act on the report at its next regular meeting or such special meeting as may be called by the President.

C. Notice. Any Fellow of the Society who is suspended or disbarred from the practice of law or is convicted of any felony or any other crime involving moral turpitude shall, within ten days of such event, notify the Administrative Secretary of such event; and all Society members shall be under a continuing duty to promptly report to the Administrative Secretary any such convictions, disbarments, or suspensions from the practice of law of other members of the Society.

D. Reinstatement. Upon written request signed by a former Fellow and filed with the Administrative Secretary, the Board of Governors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former Fellow upon such terms as the Board may deem appropriate.

ARTICLE VI

Earnings

No part of the net earnings of the corporation shall inure to the benefit of any private Fellow or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.

Notwithstanding any other provision of these articles, the corporation shall not carryon any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.

ARTICLE VII

Directors

The directors of the corporation shall be referred to as Governors. The initial Board of Governors shall consist of 15 Fellows. Their term of office shall be for three years after the initial term. The following are the names and addresses of each Governor, together with the date of expiration of their terms. Each Governor shall serve until his successor has been qualified and elected.

John P. Cusack – January 31, 1978
P.O. Box 250
Roswell, NM 88201

William D. Flaskamp – January 31, 1978
2250 LOS Center
Minneapolis, MN 55402

Douglas W. Hillman – January 31, 1978
430 Federal Square Building
Grand Rapids, MI 49502

Wendell Pendleton – January 31, 1978
Pendleton Building
Storm Lake, IA 50588

Philip G. Peters – January 31, 1978
95 Market Street
Manchester, NH 03101

Daren T. Johnson – January 31, 1977
Suite 2600, Equitable Plaza
Los Angeles, CA 90010

Michael J. Keady – January 31, 1977
233 Post Street
San Francisco, CA 94108

Alex Stephen Keller – January 31, 1977
316 Symes Building
Denver, CO 80202

Alex W. Newton – January 31, 1977
700 City Federal Building
Birmingham, AL 35203

Stan Siegel – January 31, 1977
500 Capitol Building
Aberdeen, SD 57401

Thomas Chandler – January 31, 1976
1110 Transamerica Building
Tucson, AZ 85701

Stanford S. Meyer – January 31, 1976
4715 West Main
Belleville, IL 62223

Willis H. Flick – January 31, 1976
First Federal Building
Miami, FL 33131

Charles E. Gray – January 31, 1976
12th Floor, Chemical Building
St. Louis, MO 63101

William E. Pfau, Jr. – January 31, 1976
912-916 Stambaugh Building
Youngstown, OH 44503

ARTICLE VIII

Incorporators

The name and address of each incorporator is:

William H. Erickson
State Capitol
Denver, CO 80203

Richard R. Bostwick
504-514 The Wyoming Building
Casper, WY 82601

Carlton R. Reiter
1200 Wilcox Building
Portland, OR 97204

Douglas W. Hillman
430 Federal Square
Grand Rapids, MI 49502

Alex Stephen Keller
316 Symes Building
Denver, CO 80202

ARTICLE IX

Amendments

The corporation may amend its Articles of Incorporation from time to time, in any and as many respects as may be desired so long as its Articles of Incorporation, as amended, contain only such provisions as are lawful under the Colorado Non-profit Act.

ARTICLE X

Dues of Fellows

The dues for Fellows shall be determined by the Board of Governors. The Board of Governors may also impose an initiation fee.

WITNESS our hands and seals this 6th day of November, 1975.

William H. Erickson (L.S.)
Richard R. Bostwick (L.S.)
Carlton R. Reiter (L.S.)
Douglas W. Hillman (L.S.)
Alex Stephen Keller (L.S.)

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