These are the bylaws of the NACDL Foundation for Criminal Justice as amended on August 14, 2019. For recent archival bylaws and amendments, see the NFCJ Bylaws Archive.
- Article I: Statement
- Article II: Membership
- Article III: Trustees
- Article IV: Meetings of Trustees
- Article V: Committees
- Article VI: Notice
- Article VII: Officers
- Article VIII: Financial Administration
- Article IX: Insurance and Indemnification
- Article X: Amendments
Section 1. Title.
The NACDL Foundation for Criminal Justice (the "Foundation") is incorporated as a nonprofit corporation in the District of Columbia and is exempt from federal income tax under 26 U.S.C. section 501(c)(3).
Section 2. Offices.
The principal office of the Foundation and such other offices as it may establish from time to time shall be located at such place or places, either within or without the District of Columbia, as may be designated by the Board of Trustees (the "Board") or by the officers pursuant to authority from the Board.
Section 3. Mission.
The Board of Trustees shall set the mission of the Foundation, subject to the written consent of the Association Member as defined in Article II, Section 1(a) of these Bylaws.
Section 1. Qualifications.
The sole voting member of the Foundation shall be the National Association of Criminal Defense Lawyers (the "Association Member"), a District of Columbia nonprofit corporation, exempt from federal income tax under Code section 501 (c)(6).
Section 2. Privileges; Vote.
(a) Association Member. The Association Member (or its designee who shall be an officer of the Association Member) shall have the right to vote for the election and removal of Trustees as provided for in these Bylaws.
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(b) Fundamental Transactions Requiring Association Member Approval. The Association Member must approve any of the following:
- a merger, consolidation, membership exchange, domestication, or dissolution of the Foundation;
- the transfer or sale of all or substantially all of the Foundation’s assets;
- the Foundation’s filing a lawsuit or entering into mediation or arbitration;
- approval of a conflict-of-interest transaction between the Foundation and a Trustee or officer; and
- any other action specified in these Bylaws as requiring the Association Member’s approval or consent.
Section 1. Powers.
The Board of Trustees shall manage the affairs of the Foundation. The Board of Trustees shall possess, and may exercise, any and all powers granted to the Foundation under the District of Columbia Nonprofit Corporation Act of 2010, the Articles of Incorporation, and these Bylaws.
Section 2. Composition.
(a) Number. The number of Trustees must be set, and may be increased or decreased, by the affirmative vote of a majority of the Trustees then in office. The Board of Trustees shall set the number of Trustees only within the range specified by Section 2(b) of this article. No reduction in the number of Trustees may shorten the term of any Trustee in office at the time the amendment becomes effective.
(b) Maximum and Minimum Board of Trustees Membership. The Board of Trustees must number no fewer than seven and no more than sixteen.
(c) Officers and Members of the Association Member. No fewer than three and no more than one-half of the Trustees shall be current officers of the National Association of Criminal Defense Lawyers (the "Association"). Further, at least two-thirds of the Trustees shall be members in good standing of the Association.
Section 3. Qualifications.
Members of the Board need not be residents of the District of Columbia. A Trustee may succeed himself or herself in the office.
Section 4. Election.
(a) Classes of Trustees. The Board is divided into two classes, with each class having the same, or as nearly the same as possible, number of Trustees.
(b) Annual Election of Trustees. At every Annual Board of Trustees Meeting, the Trustees of one class are elected in the following manner, with the election of Trustees of each class occurring in alternating years:
- first, the Association Member (or designee) shall appoint qualified individuals to fill:
- half of the Trustee positions up for election, if the number of Trustees of that class is an even number; or
- half plus one of the Trustee positions up for election, if the number of Trustees of that class is an odd number; and
- then, the Trustees then in office shall, by majority vote, elect qualified individuals to fill the remaining number of Trustee positions up for election.
(c) Positions Unfilled After Annual Meeting. If the Board of Trustees elects fewer Trustees than the number of Trustee positions described in Article III, Section 4.b.2., each unfilled position is deemed to be vacant.
Section 5. Tenure.
A Trustee shall serve from the date of his or her election for a term of two years. The term of office of each Trustee begins at the Annual Meeting and ends at the second Annual Board of Trustees Meeting after that Trustee’s appointment or election. A Trustee’s term terminates upon the end of his or her term and the appointment or election and qualification of his or her successor, the effective date of his or her resignation, upon his or her death, or upon his or her removal from office.
Section 6. Resignation.
Any Trustee may resign at any time by giving written notice of his or her resignation to the President or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
Section 7. Removal.
Any Trustee may be removed from office, with or without cause, by the affirmative vote of two-thirds of the Trustees in office, subject to the written consent of the Association Member. If a Trustee is to be removed, a special meeting of the Board shall be called for such purpose, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of such Trustee.
Section 8. Vacancies.
Any vacancy in the Board of Trustees existing between annual meetings of the Board, including a vacancy created by an increase in the number of Trustees or a failure of the Trustees to elect new Trustees under Article III, Section 4.b.2., must be filled by the vote of the Association Member. A Trustee so elected serves the remainder of the vacated two-year term.
Section 9. Reimbursement.
Members of the Board shall receive no compensation for their services, but, by resolution of the Board, may be reimbursed for reasonable expenses paid while acting on behalf of the Foundation. Nothing herein shall preclude any Trustee from serving the Foundation in any other capacity and receiving compensation therefore as authorized by the Board.
Section 1. Place of Meetings.
The Board may hold meetings, annual, regular, or special, either within or without the District of Columbia.
Section 2. Annual Meeting.
The Board shall hold a regular annual meeting at a time and place set by Board. Notice of such meeting shall be given to each Trustee at least ten (10) days prior to the date of the meeting.
Section 3. Regular Meetings.
Additional regular meetings of the Board may be held, at such times and places as may be determined by the Board. Notice of such a meeting shall be given to each Trustee at least five (5) days prior to the date of the meeting.
Section 4. Special Meetings.
Special meetings of the Board may be called by the President or by two Trustees, on five (5) days notice to each Trustee.
Section 5. Quorum.
Vote. At all meetings of the Board, the presence of a majority of the Trustees in office shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board, unless the affirmative vote of a greater number of Trustees is specifically required by law, the Articles of Incorporation, or these Bylaws.
Section 6. Adjournment.
Whether or not a quorum is present, a majority of Trustees present at a meeting of the Board may adjourn the meeting to another place, date, or time. When a meeting is adjourned to another place, date, or time, and the place, date, and time of the adjourned meeting are announced at the meeting at which adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than thirty (30) days after the date for which the meeting was originally noticed. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.
Section 7. Action By Consent.
Any action required or permitted to be taken at a meeting of the Board or of any committee may be taken without a meeting if written consents setting forth the action taken are signed and dated by all of the members of the Board or of such committee, as the case may be. Such consents (which may be in one instrument or several instruments) shall be delivered to the Secretary of the Foundation for inclusion in the minutes of the proceedings of the Board or of the committee. Unless otherwise specified in such consents, the effective date of any action so taken is the date on which the last Trustee signs the consents. Any action so taken shall have the effect of a vote taken at a meeting of the Board.
Section 8. Meetings by Telephone.
The members of the Board or of any committee may participate in a meeting by means of a conference telephone or similar communications equipment by which all Trustees participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
Section 1. Committees of the Board.
The Board may, by resolution passed by a majority of all Trustees in office, establish such committees, including an Executive Committee, as it deems necessary or proper. Each committee must be composed of at least two (2) members of the Board. The Board may designate any Trustee(s) as an alternate member(s) of any committee to replace any absent or disqualified member(s) at any meeting of such committee. The Board may make such provisions for appointment of the chairpersons of such committees, establish such procedures to govern the committees' activities, and delegate to the committees such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Foundation. However, the Board shall not delegate to any committee the power or authority to (I) amend, adopt, or repeal the Certificate of Incorporation or the Bylaws; (2) adopt or approve a plan of merger or consolidation; (3) authorize the voluntary dissolution of the Foundation; (4) elect, appoint, or remove any Trustee or officer, or (5) amend or repeal any resolution of the Board which by its terms is not amendable or repealable. Unless otherwise specified in the resolution establishing a committee, a committee's authority shall continue until terminated by the Board.
Section 2. Advisory Committees.
Other committees not having and exercising the authority of the Board may be constituted and members thereof appointed by a resolution adopted by a majority of the Trustees present at a meeting of the Board at which a quorum is present.
Section 3. Committee Meetings.
Meetings of any committee shall, to the extent not otherwise specified in resolutions of the Board, be conducted in accordance with the foregoing provisions of these Bylaws.
Section 4. Audit Committee
(a) Purpose. The Audit Committee shall provide oversight of the Foundation’s financial practices, internal controls, financial management and standards of fiscal conduct. It shall be responsible for (1) reviewing financial statements, (2) reporting to the Board of Trustees that financial statements accurately reflect the Associations financial condition, (3) determining the adequacy of internal controls surrounding financial information systems, and (4) ensuring adherence to the Foudnation’s conflict-of-interest policy. The committee shall meet with the outside auditor at least twice each fiscal year – once pre-audit and once post-audit – and at such other times as necessary to fulfill its fiduciary obligations or as directed by the Board of Trustees. The committee shall keep the Board of Trustees informed of the fiscal yearly audit status.
(b) (1) Composition. The Audit Committee shall consist of no fewer than three members, the majority of whom shall be current Board members. Notwithstanding any other provisions of these Bylaws, appointments to the Audit Committee shall be made by the president, with the consent of the Board of Trustees at the first Board meeting following the Annual Membership Meeting. Notwithstanding any other provisions of these bylaws, the Audit Committee shall annually choose its chairperson.
(2) Notwithstanding any other provisions of these Bylaws, members shall be appointed to renewable three-year terms. Initially the appointment of terms shall be: 1 year, 2 years, 3 years.
(c) Rules and Regulations. Any rules and regulations promulgated by the committee shall be submitted to and approved by the Board of Trustees.
Section 1. Form; Delivery.
Whenever, under the provisions of law, the Articles of Incorporation, or the Bylaws, notice is required to be given to any Trustee or Member, such notice may be given in writing, by mail, addressed to such Trustee or Member at his or her post office address as it appears on the current records of the Foundation. Such notice shall be deemed to be given at the time it is deposited, postage paid, in the United States mail. Notice may also be communicated orally in person or by telephone; or given by facsimile or other form of wire or wireless communication, or private carrier.
Section 2. Waiver.
Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice and delivered to the Secretary for inclusion with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any member who attends a meeting of the members in person without objecting at the beginning of the meeting to holding the meeting or transacting business at the meeting, or any Trustee who attends a meeting of the Board, or any member of a committee who attends a committee meeting, without objecting at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting (and does not thereafter vote for or assent to action taken at the meeting), shall be conclusively deemed to have waived notice of such meeting.
Section 1. Officers.
The officers of the Foundation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board may determine are necessary or desirable. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election.
The officers must be elected by the Board of Trustees with the consent of the Association Member.
Section 3. Qualification.
Officers need not be residents of the District of Columbia and shall be eligible for re-election.
Section 4. Tenure.
The initial officers shall hold office for a term of one year from the effective date of their election. The term of office for subsequently elected officers shall be determined from time to time by the Board but shall in no event exceed three years. An individual may serve as an Officer for succeeding terms without limitation. The term of office of any officer shall terminate upon the effective date of his or her resignation submitted orally or in writing to the Board; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy among the officers shall be filled by the Board.
Section 5. Compensation.
The compensation of Officers shall be fixed from time to time by the Board.
Section 6. Duties of Officers.
(a) President. The President shall preside over all meetings of the Foundation and of the Board and shall perform all the duties as chief executive and operating officer of the Foundation. He or she shall be an ex officio member of any and all committees.
(b) Secretary. The Secretary shall act as Secretary of all meetings of the Board and Foundation at which the Secretary is present, and shall oversee the recording of all the proceedings of all such meetings in books to be kept for that purpose, the correspondence and notices of the Foundation, and the care and custody of the corporate records and the corporate seal of the Foundation. The Secretary shall be empowered to affix the corporate seal to documents, the execution of which on behalf of the Foundation under its seal is duly authorized, and when so affixed may attest the same. The Secretary shall have all powers and duties usually incident to the office of Secretary except as specifically limited by the resolution of the Board.
(c) Treasurer. The Treasurer shall oversee all financial matters of the Foundation, including contributions, disbursements, and financial reports, and shall make a report of the finances of the Foundation at the annual meeting of the Board and when called upon by the President. The Treasurer shall, in the absence of the President, preside at the meetings of the Foundation and of the Board of Trustees. The Treasurer shall have all powers and duties usually incident of the office of Treasurer, except as specifically limited by a resolution of the Board. The Board may, but need not, require that the Treasurer be under bond and may specify the terms, conditions and amounts for such bond.
Section 1. Documents.
All disbursements of monies or incurrence of debts on behalf of the Foundation may be undertaken by such officer(s) or agent(s) of the Foundation, and in such manner, as shall from time to time be determined by resolution of the Board or of any committee to which such authority has been delegated by the Board.
Section 2. Deposits and Accounts.
All funds of the Foundation not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board or any committee to which such authority has been delegated by the Board may select, or as may be selected by any officer(s) or agent(s) of the Foundation to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Foundation, checks, drafts, and other orders of the Foundation may be endorsed, assigned, and delivered on behalf of the Foundation by such officer(s) or agent(s) of the Foundation as shall be determined by the Board.
Section 3. Corporate Books and Records.
The Foundation shall keep at its principal place of business (a) the original or a duplicate record of the proceedings of the Board, Committees, and members, (b) the original or a copy of the Bylaws, including all amendments thereof to date, certified by the Secretary, and (c) appropriate, correct, and comp1ete books and records of account.
Section 4. Accounting period.
The annual accounting period of the Foundation shall run from October 1 through September 30, unless, at some later period, the Board decides to have the Foundation operate on a calendar year basis.
Section 1. Insurance.
The Foundation may purchase and maintain insurance on behalf of an individual who is or was a Trustee, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a Trustee, officer, partner, trustee, employee or agent of another foreign or domestic Foundation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him or her in that capacity or arising out of his or her status as such, whether or not the Foundation would have power to indemnify him or her against such liability pursuant to applicable law, the Articles of Incorporation, or these Bylaws.
Section 2. Right to Indemnification.
The Foundation shall, to the fullest extent permitted by applicable law, indemnify any person who is or was made, or is threatened to be made, a party to any actual or threatened proceeding because he or she (or his or her testator or intestate) is or was a Trustee, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a Trustee, officer, partner, trustee, employee or agent of another Foundation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorney fees) actually and reasonably incurred in connection with such proceeding if:
(a) he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Foundation;
(b) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful; and
(c) indemnification is authorized pursuant to the terms of these Bylaws.
In the case of a proceeding brought by or in the right of the Foundation, indemnification shall be limited to amounts paid in settlement and reasonable expenses (including attorneys' fees) incurred in connection with the proceeding; except that the Foundation shall not indemnify any individual under such circumstances with respect to any claim, issue, or matter as to which he or she is adjudged liable to the Foundation, unless, and only to the extent that, the court in which such proceeding is brought (or, if no proceeding is brought, any court of competent jurisdiction) shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such portion of the settlement amount and expenses as the court shall deem proper.
Section 3. Authorization of Indemnification.
The Foundation shall not indemnify any individual unless and until a determination has been made that indemnification is permissible under the circumstances because the individual has met the standard of conduct set forth above in section 2 of this Article, and indemnification is authorized for the specific proceeding for which indemnification is sought. The determination that indemnification is permissible shall be made:
(a) by the Board by a majority vote of a quorum consisting of Trustees not at the time parties to the proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.
The termination of a proceeding by judgment, order, or settlement shall not of itself create a presumption that an individual did not meet the standard of conduct set forth above in section 2 of this Article. Authorization that indemnification should be made for the specific proceeding for which it is sought, and an evaluation as to the reasonableness of expenses, shall also be made in the manner prescribed by subsections (a) and (b) of this section, except that, if the determination that indemnification is permissible is made by special legal counsel under subsection (b), the authorization and evaluation of the reasonableness of expenses shall be made by those persons entitled under subsection (b) to select the counsel.
Section 4. Advancement of Expenses.
The Foundation shall pay for or reimburse the expenses (including attorneys' fees) incurred by a Trustee, officer, employee or agent in defending any proceeding in advance of final disposition of the proceeding if he or she furnishes the Foundation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she is not entitled to be indemnified by the Foundation under this Article.
Section 5. Mandatory Indemnification.
The Foundation shall indemnify any Trustee, officer, employee or agent of the Foundation against expenses (including attorneys' fees) actually and reasonably incurred by him or her in defense of a proceeding referred to in section 2 of this Article, or of any claim, issue, or matter therein, to the extent such individual has been successful on the merits or otherwise.
Section 6. Non-exclusivity of Rights.
The right to indemnification and advancement of expenses conferred in this Article shall not be exclusive of any other right which any individual may have or hereafter acquire under law, the Articles of Incorporation, these Bylaws, or vote of members or disinterested Trustees.
Section 7. Repeal or Amendment.
No repeal or amendment of this Article shall adversely affect any right or protection of an individual with respect to any act or omission occurring prior to such repeal or amendment.
Section 1. Bylaws.
The Bylaws may be amended by the affirmative vote of a majority of the votes cast by the Trustees entitled to vote at a meeting of the Board at which a quorum is present, subject to the written consent of the Association Member.
Section 2. Articles of Incorporation.
The Articles of Incorporation may be amended by the affirmative vote of at least two-thirds (2/3) of the Trustees in office at a meeting of the Board, subject to the written consent of the Association Member.