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To see a complete set of the CBA Bylaws, with the wording of the proposed changes, click here.
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MEMORANDUM

To:  Membership of the Chicago Bar Association

From:  CBA President E. Lynn Grayson, CBA Executive Director Beth McMeen

Date:   January 12, 2022

Re:  Chicago Bar Association Summary of Proposed Bylaw Amendments

The Board of Managers formed a special committee chaired by Jonathan Amarilio, Taft Stettinius & Hollister, and Matt Passen, Passen & Powell, to review the Bylaws of the Chicago Bar Association.  Also serving on the committee were CBA Members Ryan Baker, Latham & Watkins, Kenya Jenkins-Wright, Illinois Guardianship and Advocacy Commission, Kathryn Liss, Executive Director of the Schiller DuCanto & Fleck Family Law Center and Assistant Dean & Director of Law Career Services at DePaul College of Law, Trisha Rich, Holland & Knight, and Adam Zebelian, Schiller DuCanto & Fleck.

The last time amendments were made to the Bylaws was in 2013.  It was felt that it was time to review the Bylaws with a particular focus on:
• Best practices for not-for-profit organizations
• Current practices and practical needs of the Association
• Removal of all gender-specific pronouns in favor of a more inclusive they/them/their

As a result of a comprehensive review, the proposed amendments as summarized reflect the changes reviewed and approved by the Board of Managers at its January 11, 2022 meeting subject to the final approval of the voting members of the Association pursuant to Article 10 of the Bylaws.

The resolution adopted by the Board of Managers is reflected in the changes that are summarized. Those changes include: 
• Correction of grammatical errors
• Replacement of gender-specific pronouns with they/them/their
• Removal of requirement that standard mail be used to notify members of membership meetings or other Association business 
• Allowing the Board of Managers, Board Committees and Standing Committees to meet in-person or remotely

Other changes are:

Section 1.5 regarding misconduct of members in their relations to the Association. The section now specifically mentions Rule 8.4 of the Illinois Rules of Professional Conduct and allows the Board to determine the procedures for considering the appropriate response to member misconduct.

Sections 2.2 and 2.3 regarding Business Meetings and Non-Business Meetings have been replaced with a revised Section 2.2. The revised section reflects current practices of the Association and provides that, other than the Annual Meeting, full membership meetings may be called by the President, by the Board or by written request of at least five percent of members. 

Section 3.1 now provides that the person who served as YLS Chair two years prior automatically joins the Board of Managers. In the past, this person has been voted on the Board of Managers by the nominating committee as a matter of tradition. With the automatic appointment, another position becomes available on the Board of Managers.

Section 3.4 Meetings. Requires that the Board meet at least ten times each bar year, which is consistent with current practice.

Section 3.5 Quorum and Matter of Acting.  Any change in the amount of dues or assessments that exceeds 10% of the then current relevant dues or assessments requires the affirmative vote of no fewer than 13 members of the Board of Managers.  Also permits the Board to act by unanimous written consent without the need for a meeting in certain matters, including dues increases, filing amicus curiae briefs, expulsion or discipline of members, and filling a vacancy on the Board. 

Section 4.5 allows the Association to keep a record of minutes of Board of Manger meetings electronically rather than in hard copy.

Section 6.1 Senior Lawyers Section was updated so that membership is for anyone admitted to the bar for more than 30 years.

Article 8 The officer and board member nomination process has been updated to include specific dates for required notices, submission of questionnaires, posting of the nominating committee slate, etc. These dates include:
- 1/31 Deadline for notice of election to be sent to members 
- 1/31 Deadline for formation/selection of nominating committee 
- 2/20 Deadline for officer candidates to submit questionnaires
- 2/21 Deadline for Executive Director to send initial officer candidate list to candidates
- 2/28 Deadline for amending officer questionnaires
- 2/28 Deadline for submission of questionnaires of board candidates 
- 4/10 Deadline for Nominating Committee’s slate
- 4/15 Deadline for Notice of Nominating Committee’s selections to be sent to members
- 4/30 Deadline for Election Committee formation

Article 8 has also been amended to require electronic ballots be used in contested elections. Additionally, the process for a special election, if necessary, will be determined by the Board of Managers.

Article 10 Allows the bylaws to be amended by vote of the membership by electronic ballot. Amendments will be effective by receiving within two business days the affirmative vote of at least half of those members casting votes. 

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To see a complete set of the CBA Bylaws, with the wording of the proposed changes, click here.

The Board of Managers recommends an affirmative vote in favor of the adoption of they Bylaws as restated and urges you to vote by February 4, 2022.

CBA members will receive an email dated January 14, 2022 with instructions on how to cast their vote.

Should you have any questions or didn't receive your email or hardcopy notice, please contact Beth McMeen at 312-554-2051 or bmcmeen@chicagobar.org.