1. "Association" means The Seventh Circuit Bar Association.
2. "Circuit" means the Seventh Federal Judicial Circuit, which comprises the States of Illinois, Indiana and Wisconsin.
3. "Court of Appeals" means the United States Court of Appeals for the Seventh Circuit.
4. "District Court" means a United States District Court within the Circuit.
5. "Admitted Attorney" means an attorney who is enrolled on the roll of attorneys of the Court of Appeals or any District Court.
6. "Member" means a Member of this Association.

ARTICLE III: VISION, MISSION AND STRATEGIC GOALS

3.1 Vision

The Association advocates for the fair and effective administration of justice in the Courts of the Seventh Circuit

3.2 Mission

The Association promotes interaction and cooperation between lawyers and judges in improving the administration of justice.

3.3 Strategic Goals

3.3(a) The Association will work with the Courts in planning and conducting the Annual Judicial Conference and the Annual Meeting of the 7th Circuit Bar Association

      (1) Maintain high quality programming at the conference

      (2) Increase the numbers and diversity of attendees at the conference

3.3(b) Diversify and strengthen programs and participation across the Circuit

      (1) Plan programs in each of the 3 member states every year

     (2) Conduct activities with bench and bar in each of the 3 member states each year

      (3) Have at least one "Members Only" event or program each year

      (4) Provide educational opportunities for all areas of the profession, including small firms and solo practitioners

      (5) Partner with other legal organizations to promote the Association's goals

3.3(c) The Association will promote and enhance the value of membership

      (1) Enable lawyers in Illinois, Indiana and Wisconsin to have a high quality member experience

      (2) Advance diversity of the 7th Circuit bench and bar, including age, gender, race, practice and geography

      (3) Communicate the mission and benefits of membership by increasing the Association's visibility through an organizational communications plan

3.3(d) Generate sufficient revenue to serve the Association's Mission

      (1) Maintain an affordable structure for dues and fees

      (2) Create additional revenue sources beyond Annual Meeting and membership dues

3.3(e) The Association will clarify and update the Association's governance structure

      (1) Periodically re-examine the roles of officers and committees

      (2) Maximize the effectiveness of the Association's governance

ARTICLE IV: FEDERAL TAX EXEMPT STATUS

The Association shall at all times qualify as a corporation exempt from Federal income tax under sections 501 (a) and 501 (c) (6) of the Internal Revenue Code of 1954, as amended, and, to that end:

1. The Association is not organized for profit nor organized to engage in an activity ordinarily carried on for profit. No money or property received or held by the Association, whether as principal, income or otherwise, from whatever sources derived, shall ever, directly or indirectly inure to the private benefit of any individual, but this shall not limit the power of the Association to disburse funds to its officers, directors, employees or other persons, in fair and reasonable compensation for services actually performed or in payment for goods actually received, or in payment of principal and interest on moneys loaned or advanced to the Association or by way of reimbursement for expenses actually incurred in carrying out the work of the Association.
2. Notwithstanding any other provision of these by laws, the Association shall not carry on any activity 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 subsequent United States Internal Revenue Law).

1. Senior Members. A Member who has been admitted to practice for five years or more shall be a Senior Member.
2. Junior Members. A Member who has been admitted to practice for fewer than five years shall be a Junior Member.
3. Honorary Members. Honorary Members shall be the Justice of the Supreme Court of the United States assigned from time to time to the Circuit, the Judges of the Court of Appeals, the Judges of the District Courts, Bankruptcy Judges and Magistrate Judges assigned to the District Courts, the Circuit Executive, the Clerk of the Court of Appeals, the Clerks of the District Courts, and such other persons, whether Admitted Attorneys or not, who may from time to time be elected to be Honorary Members by the Board of Governors.

1. Annual Meeting. The annual meeting of the membership shall be held at the same time as and in conjunction with the Judicial Conference of the Judges of the Court of Appeals and the District Courts.
2. Special Meetings. Special meetings of the membership may be held at any time or place as may be designated by the President or a majority of the Board of Governors (other than ex officio members).

1. Non-payment of Dues. The membership of any Member who fails to pay his or her dues (as provided in Article VII) within three months after the due date thereof shall thereupon terminate, subject to readmission on such terms as the Treasurer may fix.
2. Suspension and Expulsion. The Board of Governors by affirmative vote of two-thirds of all the members of the Board may suspend or expel a Member for cause (other than non-payment of dues) after an appropriate hearing, and may, by a majority vote, terminate the membership of any Member who becomes ineligible for membership.

6.9 Resignation. Any Member may resign by filling a written resignation with the Secretary. A resignation shall not relieve the Member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid but payment of such dues or other charges may be waived by the Treasurer.

6.10 Transfer of Membership. Membership in this Association is not transferable or assignable.

ARTICLE VII: INITIATION FEE, DUES AND DONATIONS
7.1 Initiation Fee. There shall be no initiation fee.

7.2 Dues. Senior Members and Junior Members shall pay annual dues in such amounts as may from time to time be set by the Board of Governors, except that the dues for Junior Members shall always be less than the dues for Senior Members. No dues shall be payable by (a) Honorary Members, (b) Members who are judges or retired from the practice of law, (c) Members during the period they are discharging duties in the military services of the United States, and (d) such other Members as the Board of Governors may from time to time specify. The Board of Governors may also establish separate dues amounts for Members whose practice involves primarily government or public service or public interest law. Dues shall be payable annually upon presentation of notices by the Treasurer at the beginning of each fiscal year of the Association.

7.3 Donations. The Association may accept gifts and bequests for the accomplishment of its objectives.

ARTICLE VIII: BOARD OF GOVERNORS
8.1 Membership. The Association shall be governed by a Board of Governors (of which the President shall serve as Chairman). The Board of Governors shall consist of (a) those persons currently holding the offices of President, First Vice-President, Second Vice-President, Secretary, Treasurer, and Immediate Past President, (b) three Members at large from Wisconsin, three Members at large from Indiana and six Members at large from Illinois, (c) the Circuit Executive and (d) the Clerk of the Court of the Court of Appeals. All other former Presidents of the Association shall be ex officio Members of the Board of Governors.

8.2 Terms of Office. The President, First Vice-President, Second Vice-President, Secretary, Treasurer and Immediate Past President shall each serve for a term of one year. The Members at large shall each serve for a term of three years. The terms of the Members at large shall be staggered so that one Member at large from Wisconsin, one Member at large from Indiana and two Members at large from Illinois shall be elected each year. In order to convert from a Board of Governors in which the Members at large serve one-year terms, the Members of the Association shall, at the Annual Meeting at which this bylaw is adopted, elect one Member at large from Wisconsin, one Member at large from Indiana and two Members at large from Illinois to serve one-year terms; one Member at large from Wisconsin, one Member at large from Indiana and two Members at large from Illinois to serve two-year terms; and one Member at large from Wisconsin, one Member at large from Indiana and two Members at large from Illinois to serve three-year terms. The terms of the Circuit Executive and the Clerk of the Court of Appeals shall be co-extensive with their terms in those offices.

8.3 Authority. The Board of Governors shall manage and govern the Association to the end that the objectives of the Association may be implemented.

8.4 Manner of Acting. The vote of a majority of the members of the Board of Governors present at a meeting at which a quorum is present shall be the act of the Board of Governors, unless the act of a greater number is required by statute, the articles of incorporation, or these bylaws.

8.5 Quorum. A quorum of the Board of Governors shall consist of one-third of the Board of Governors except ex officio members.

8.6 Meetings. The Board of Governors shall meet at least three times during each fiscal year at such times and places as may be designated by the President. Meetings of the Board of Governors shall also be called by the President at the request of twenty-five percent of the Board at a time and place selected by the President not more than thirty days from the date on which the President receives such request.

8.7 Notice. Notice of each meeting of the Board of Governors stating the place, date and hour thereof shall be given in person, by mail, by facsimile or e-mail not more than thirty nor less than ten days before the meeting.  If mailed, such notice shall be deemed to have been effectively given if deposited in the United States mail, postage prepaid, in a sealed envelope addressed to the member of the Board of Governors at his or her address shown in the records of the Association.  If notice is given by facsimile, such notice shall be deemed given when the notice is transmitted by facsimile to a Member at his or her facsimile number shown on the Association's records.  If notice is given by e-mail, such notice shall be deemed given when the notice is sent to a Member at his or her e-mail address shown on the Association's records. 

8.8 Resignation. A member of the Board of Governors may resign by providing written notice to the Association thirty days prior to the effective date of such resignation.

8.9 Removal. A member of the Board of Governors may be removed after an appropriate hearing by the affirmative vote of two thirds of all the members of the Board of Governors whenever in its best judgment the best interest of the Association would be served thereby.

8.10 Depositories and Checks. The Board of Governors shall designate a depository or depositories for the funds of the Association and specify the manner in which checks upon such funds shall be executed in the name of the Association.

8.11 Compensation. Members of the Board of Governors shall not receive any stated salaries for their services, but by resolution of the Board of Governors, expenses of attendance, if any, may be allowed for each meeting of the Board, provided that nothing herein contained shall be construed to preclude any member of the Board of Governors from serving the Association in any other capacity and receiving reasonable compensation therefore.

ARTICLE IX: OFFICERS
9.1 Enumeration. The officers shall consist of a President, First Vice-President, Second Vice-President, Secretary, Treasurer, the Immediate Past President, and such other officers as the Board of Governors may from time to time elect.

9.2 Duties

1. President. The President shall be the principal executive officer of the Association. Subject to the direction and control of the Board of Governors, the President shall be in charge of the business and affairs of the Association. The President shall preside at all meetings of the Members and of the Board of Governors.
2. First and Second Vice Presidents. The First and Second Vice Presidents shall assist the President in the discharge of his duties as the President may direct and shall perform such other duties as from time to time the President or the Board of Governors may assign. In the absence of the President or in the event of his or her inability or refusal to act, the Vice Presidents, in the order designated by their respective offices, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
3. Treasurer. The Treasurer shall be the principal accounting and financial officer of the Association. He or she shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the Association, and be responsible therefore, and for the receipt and disbursement thereof, and (c) perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Governors.
4. Secretary. The Secretary shall record the minutes of the meetings of the members and of the Board of Governors; see that all notices are duly given in accordance with these by laws and as required by law; be custodian of the corporate records and the seal of the Association; keep a register of the post office address of each Member which 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 him or her by the President or by the Board of Governors.
5. Immediate Past President. The Immediate Past President shall perform such duties as from time to time may be assigned to him or her by the President or the Board of Governors.

1.  Administration of Justice
2.  Alternative Dispute Resolution
3.  Annual Meeting
4.  Bankruptcy Law and Procedure
5.  The "Circuit Rider"
6.  Criminal Law and Procedure
7.  Diversity and Inclusion
8.  Facilities
9.  Intellectual Property
10.  Membership
11.  Memorials
12.  Programs
13.  Pro Bono and Public Service
    
14.  Rules and Practices
15.  Technology
16.  Young Lawyers

General Structure and Meetings of Standing Committees

Each year the President shall appoint for each such committee a General Chairman, and three co-chairs such that each state is represented on the committee.  One co-chair should be a Junior Member of the Association, and, in their discretion, such other members as they deem appropriate.  All such persons shall serve a one-year term commencing on the first day of July after the President appointing them has succeeded to that office.  Standing Committees should meet at least twice annually.  One meeting may be at the annual meeting and other meetings may be conducted electronically by teleconference or other means.

10.3 Nominating Committee. The Association shall have a Nominating Committee which each year shall nominate a slate of candidates for the offices of the Association and the positions of Members at large of the Board of Governors. Each year the Nominating Committee shall consist of the President, the Immediate Past President, and the most recent Past Presidents of the Association who, by serving, will cause the composition of the Nominating Committee to consist of two Members from the state from which the Second Vice-President is to be elected and one Member from each of the other two states in the Seventh Federal Judicial Circuit. The Immediate Past President shall serve as Chairman of the Nominating Committee.

10.4 Other Committees. The Board of Governors may, in its discretion, create other committees and define their duties. The President may appoint special and temporary committees.

ARTICLE XI: VACANCIES
A vacancy in any office (except Immediate Past President) or in the Board of Governors shall be filled by the Board of Governors. Vacancies in the office of any Committee Chairman or State Chairman shall be filled by the President. Each such vacancy shall be filled for the unexpired portion of the term of the position becoming vacant. In the case of a vacancy in the office of Second Vice President, First Vice President or President, the person appointed shall be from the same state as the person whose unexpired term is being filled, and upon ratification of the selection by the Members at their next annual meeting, the persons so selected shall succeed to subsequent offices as provided in Section 9.3.

ARTICLE XII: DISSOLUTION
No money or property held by the Association, whether derived from the contributions of Members or otherwise, shall revert to the Members directly or indirectly, upon dissolution of the Association. In the event of such dissolution by its Members or otherwise, the net assets of the Association shall be paid into the Lawyers' Fund of the Court of Appeals. If the Lawyers' Fund of the Court of Appeals does not exist at the date of the Association's dissolution, the net assets of the Association will be paid to a legal aid or public interest litigation foundation that qualifies as a S501(c)(3) organization under the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Internal Revenue Law).

ARTICLE XIII: FISCAL YEAR
The fiscal year of the Association shall commence on July 1 and end June 30 of each year.

ARTICLE XIV: ARTICLES OF INCORPORATION, BY-LAWS AND AMENDMENTS
14.1 Articles of Incorporation and By-Laws. The Articles of Incorporation and these By-Laws shall constitute the entire governing law of the Association.

14.2 Amendments. The By-Laws may be amended (a) by a majority vote of the Members present at any annual meeting or at any special meeting of the Association called for that purpose, or (b) by a two-thirds vote of the Members of the Board of Governors present at any regular or special meeting of the Board.

14.3 History of Amendments. These By-Laws were adopted on May 24, 1955, restated on May 13, 1970, amended on May 18, 1982, and restated on May 14, 1985 in conjunction with the incorporation of the Association; amended on October 5, 2002, and March 1, 2003;  amended and restated on September 8, 2007 and were amended on December 1, 2018.