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Law Practice Today

September 2024

Notification to Membership

Law Practice Division

Summary 

  • The Executive Committee believes the Division needs a single person to better coordinate Division content by exercising the duties listed. 
  • The Chair may, and shall, at the request of five (5) members of the Council, call a special called electronic meeting of the Council to consider any proposition or issue on which the Council may be authorized to either consider or act upon. 
Notification to Membership
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Notice is given that the Association membership will meet at a special called meeting on Saturday, October 19th at 9:30 AM at its Fall meeting at the Greensboro Marriott Downtown, Greensboro, NC, solely to consider the following Law Practice Division Bylaws amendment:

Report of the Executive Committee to Law Practice Division Council

The Executive Committee proposes that the Law Practice Division Council support, and recommend to the Division membership, several amendments to the Division Bylaws:

The first Resolution seeks to establish a new Executive Committee position called “Content Officer”. This position has been informally created for the present bar year pursuant to the Chairs discretion but is therefore not presently an Executive Committee position. The resolution explains the duties and obligations of the position. The Executive Committee believes the Division needs a single person to better coordinate Division content by exercising the duties listed.   

The second resolution was borne out of the process undertaken when Council quickly passed a resolution by electronic meeting, followed by electronic vote, this past December. The resolution considered through the process employed at the time was approved overwhelmingly, however the LP Governance Liaison pointed out that certain archaic portions of the process were not undertaken. Because some of the details of the current process for electronic meetings and voting no longer make sense due to advances in technology, the second resolution resolved to amend the electronic meeting and voting processes, and believes the process being recommended is similar to the process used in December. 

Each Resolution is to be considered separately:

First Resolution

RESOLVED, that the Bylaws of the American Bar Association Law Practice Division be amended as follows:

1.      Section 4.02(a) be deleted in its entirety and replaced with the following:

“Members of the Division’s Executive Committee, including the officers, the immediate past Chair, the Governance Liaison, the Division Delegates, the Division Board of Governors Representative (if any) the Director of Finance and the Content Officer.”

2.      Section 4.06 be deleted in its entirety and replaced with the following:

“EXECUTIVE COMMITTEE. An Executive Committee, which shall consist of the Division officers, the immediate past Chair, the Governance Liaison, the Division Delegates to the ABA House of Delegates, the Division Board of Governors Representative (if any), the Content Officer and the Director of Finance, shall have full authority to act for the Division at all times between meetings of the Council.”

3.      Section 4.9 be amended to add the following subsection (c):

(c) The Content Officer shall be appointed by the Chair. The Content Officer shall be a person knowledgeable of all Division publications, and generally familiar with other Association content resources and products. The Content Officer shall facilitate communication and collaboration by and among all content delivery boards of the Division, and carry out the following:

A. Communicates regularly with each content delivery board, reporting on the status of the work of each directly to the Division Executive Committee

B. Schedules and leads regular meetings to be attended by all Division content delivery board chairs and vice chairs with the purpose of open communication, collaboration, and to encourage coordination of content development and delivery among the Division content delivery boards.

C. Work with those Division content delivery board chairs and vice chairs who are responsible for day-to-day supervision of Division publications and editorial boards but shall not exercise editorial control over Division editorial boards that have operated historically under a policy of editorial independence.

D. Acts as a liaison between Division content delivery board chairs and Division staff

E. With the input of all Division content delivery board chairs and vice chairs, and in coordination with the Division Strategy and Planning Committee, develops and implements a long-range strategic plan for innovation, coordination and expansion of the delivery of written and electronic content, CLE (and other educational) content, and other committee generated content to Division members.

F. Attends all Division Executive Committee meetings.

G. Communicates regularly with (and where appropriate, is a liaison to) other ABA content producing entities, and the larger ABA leadership with the purpose of: 1) discovering gaps in Division content, 2) seeking collaborative content production opportunities with other ABA entities, or outside organizations, and 3) promoting Division content to the greater ABA communities.  

Second Resolution

RESOLVED, that Section 4.11 of the Bylaws of the American Bar Association Law Practice Division be deleted in it is entirety and replaced with the following:

SECTION 4.11. CONDUCT OF BUSINESS BY SPECIAL CALLED ELECTRONIC MEETING. The Chair may, and shall, at the request of five (5) members of the Council, call a special called electronic meeting of the Council to consider any proposition or issue on which the Council may be authorized to either consider or act upon. A brief summary of the issue to be discussed, and if applicable, a narrative of the motion to be voted on, shall be distributed by the Division Director to all Council members by means of electronic mail no less than three (3) calendar days prior to the date upon which the special called electronic meeting is to be held.  If a motion is to be voted upon at a special called electronic meeting of the Council, the Chair shall, in the motion narrative delivered to Council members prior to the meeting, declare the method of vote to be used for any such motion (either a vote at the meeting, or thereafter by the Electronic Mail Voting procedure set forth in Section 4.11(b) below). 

(a)    Meeting Procedure. The special called electronic meeting, once called, shall be held by electronic means (such as, without limitation, Internet communication systems, telephone conferences or video conferences) subject to the following:

  1. A majority of the Council shall have access to the appropriate electronic meeting media, as verified by their response to a call for any particular meeting, or by actual attendance when the meeting commences. This majority shall constitute the quorum for the meeting and, once established, shall be assumed present until the meeting is adjourned.
  2. The technology used for electronic meetings shall allow Council members full access to and full participation in all meeting transactions throughout the specified time of the meeting. It is intended that the Chair, upon advice of the Director and the Executive Committee, shall have the discretion to adopt new methods of conducting meetings outside of physical meetings, as new meeting technologies develop in the future.
  3. Approval of a motion through videoconference, teleconference (or similar communication allowing all persons participating in the meeting to hear each other at the same time) requires the same minimum ratio of yes to no votes as at physical meetings of the Council. When the deliberations and voting are completed, the final tally of votes shall be recorded and announced by the Division Director. In the event that either: 1) the Chair determines for any reason that further time is necessary for the Council members to consider a motion, or 2) less than a majority of the members of Council are present at a meeting held pursuant to this Section 4.11(a), a matter to be decided that is both motioned and seconded by those present shall be voted upon and decided using the Electronic Mail Voting procedure described in Section 4.11(b) below.
  4. Results of all such business conducted between physical meetings of the Section Council shall be recorded in the meeting minutes for the next meeting of Council.

(b)   Special Rules for Electronic Mail Voting. When a motion has been proposed and seconded and is to be voted upon by electronic mail, the starting date for voting shall be the date that the special called electronic meeting is held, and the ending date shall be no less than three (3) calendar days after the starting date, unless all voting members of Council shall have voted. No results of voting shall be announced until the earlier of: 1) all voting members of Council having cast their vote, or 2) 5:00 PM Central Time on the third (3rd) day on which voting is permitted. Electronic mail deliberations and voting properly called under this Section 4.11(b) shall be administered by the Division Director. Multiple electronic votes may be active concurrently, but an electronic vote may not be active during a physical meeting of the Division Council. Council members shall submit votes to the Division Director and Division Secretary via electronic mail. An eligible voter may submit a vote to the current Secretary and Division Director by telephone or text message if unable to vote via electronic mail. Both the Division Director and Division Secretary must verify such a vote in order for it to be counted.

Current Bylaws Provisions recommended to be changed:

SECTION 4.02. COMPOSITION. The Council shall be composed of the following persons:

(a) Members of the Division’s Executive Committee, including the officers, the immediate past Chair, the Governance Liaison, the Division Delegates, the Division Board of Governors Representative (if any) and the Director of Finance;

SECTION 4.06. EXECUTIVE COMMITTEE. An Executive Committee, which shall consist of the

Division officers, the immediate past Chair, the Governance Liaison, the Division Delegates to the ABA House of Delegates, the Division Board of Governors Representative (if any) and the Director of Finance, shall have full authority to act for the Division at all times between meetings of the Council.

SECTION 4.11. CONDUCT OF BUSINESS WITHOUT A MEETING. The Chair may, and shall, at the request of five (5) members of the Council, submit in writing to each member of the Council any proposition on which the Council may be authorized to act. The motion to be voted on shall be distributed to all Council members by means of regular mail or electronic mail by the Division Director, who shall also post the motion on the Division website. The motion shall contain, at a minimum, the name of the parties proposing and seconding the motion. Deliberations and voting on the motion may be by one (1) or more of videoconference, teleconference or electronic mail.  (Amended 8/3/12 and 8/5/16)

(a) Approval of a motion through videoconference, teleconference (or similar communication allowing all persons participating in the meeting to hear each other at the same time) or electronic mail requires the same minimum ratio of yes to no votes as at physical meeting of the Council. When the deliberations and voting are completed, the final tally of votes shall be recorded and announced by the Division Director. Results of all such business conducted between physical meetings shall be recorded in the meeting minutes for the next meeting. (Amended 8/3/12 and 8/5/16)

(b) Special Rules for Electronic Mail Voting. When a motion has been proposed and seconded and is to be considered by electronic mail, starting and ending dates for deliberations and voting shall be provided in the original communications to Council members and active members of the Division. The starting date shall be the date that the vote is called for by the Director and the ending date shall be no less than three (3) calendar days after the starting date, unless all voting members of Council shall have voted.

Electronic mail deliberations and voting properly called under this Section 4.11 shall be administered by the Division Director. Multiple electronic votes may be active concurrently, but an electronic vote may not be active during a physical meeting of the Division Council.

Council members shall submit votes to the Division Director and Division Secretary via electronic mail. An eligible voter may submit a vote to the current Secretary and Division Director by telephone, facsimile or by regular mail if unable to vote via electronic mail. Both the Division Director and Division Secretary must verify such a vote in order for it to be counted. (Adopted 8/7/93; Amended 8/6/06, 8/3/12 and 8/5/16)