By-Laws Of American Counsel Scholarship Foundation, Inc.

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The objects and purposes of this Corporation are to convey in its work as a Charitable Foundation engaged exclusively, both within and without the United States of America, in giving financial support and assistance to needy and deserving individuals to enable them to attend an accredited law school within the United States of America and to thus engage in promoting and encouraging the advancement of knowledge and learning.

ARTICLE I

Name, Seal and Offices

1. NAME. The name of this Corporation is AMERICAN COUNSEL SCHOLARSHIP FOUNDATION, INC.

2. SEAL. The seal of the Corporation shall be circular in form and shall bear on its outer edge the words “American Counsel Scholarship Foundation, Inc.”, and in the center the words and figures “Corporate Seal 19 88 New Jersey”. The Board of Trustees may change the form of the seal or the inscription thereon at pleasure.

3. OFFICES. The principal office of the Corporation shall be in the Borough of Roseland, County of Essex and State of New Jersey. The Corporation may also have offices at such other places as the Board of Trustees may from time to time appoint or the purposes of the corporation may require.

ARTICLE II

Trustees

1. ELECTION. The business and property of the Corporation shall be managed and controlled by the Board of Trustees. The initial Board of Trustees shall be those Trustees named in the Certificate of Incorporation after the initial annual meeting of the Board of Trustees, the Trustees shall be appointed by the President of the American Counsel Association, with the advise and consent of the Board of Directors of the American Counsel Association, but shall include the immediate past President of the American Counsel Association, the Chairman of the American Counsel Association Scholarship Committee and one member from the American Counsel Association member firm in Chicago, Illinois.

2. NUMBER. The number of initial Trustees of the Corporation shall be three (3). After the initial meeting of the Board of Trustees, the number of Trustees organization shall be seven (7). Such number may be increased or decreased by amendment to these By-Laws.

3. RESIGNATION. Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.

4. REMOVAL. Any Trustee may be removed in the same manner as provided for removal of officers of the Corporation.

5. VACANCIES. Any vacancy in the Board of Trustees occurring during the year, including a vacancy created by an increase in the number of Trustees may be filled by the President of the American Counsel Association.

ARTICLE III

Meetings Of Board Of Trustees

1. THE ANNUAL MEETING. The annual meeting of the Board of Trustees shall be held each year in the city and state where the American Bar Association holds its annual meeting. The time and place of the annual meeting in such city and state shall be fixed by the President of the American Counsel Association and written notice thereof shall be given the Trustees by the Secretary-Treasurer of the American Counsel Association at least thirty (30) days before the time and place so fixed.

2. SPECIAL MEETINGS. Special meetings of the Trustees may be called by the Chairman of the Board of Trustees and shall be called by the Chairman at the request in writing of any two (2) Trustees.
All special meetings of the members shall be called by a written notice stating the place, day, hour and matters contemplated to be brought before the meeting, which shall be given at least ten (10) days before such meeting to each member.

3. CHAIRMAN. At all meetings of the Board of Trustees, the Chairman of the Board of Trustees, or in his absence shall preside the Vice-chairman.

4. QUORUM. At all meetings of the Board of Trustees, a majority of the Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board of Trustees, except as may be otherwise specifically provided by statute or by these By-Laws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Trustee, and may take such other and further action as is provided by these By-Laws.

5. CONTRACTS AND SERVICES. The Trustees and officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as Trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Trustees or officers are personally interested as shareholders, directors, or otherwise shall be at arm’s length and not violative of the proscriptions in the Certificate of Incorporation against the Corporation’s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or entity dealing with the Trustees or officers be obligated to inquire into the authority of the Trustees and officers to enter into and consummate any contract, transaction, or other action.

ARTICLE IV

Officers

1. NUMBER. The officers of the Foundation shall be a Chairman of the Board of Trustees, a Vice-chairman, a Secretary, a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 2 of this Article.

2. SUBORDINATE OFFICERS, ETC. The Board of Trustees may appoint such other officers or agents as the business of the Foundation may require, including one or more Assistant Treasurers, and one or more Assistant Secretaries, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Trustees may from time to time determine.

3. ELECTION, TERM OP OFFICE AND QUALIFICATIONS. Each officer, except such officers as may be appointed in accordance with provisions of Section 2 of this Article, shall be chosen annually by the Board of Trustees.
No officer, except the Chairman of the Board and the Vice-chairman need be a Trustee. The same person may occupy, at the same time, any two or more offices, as the Board of Trustees shall deem expedient, except that the same person shall not at the same time be both Chairman and vice-chairman.

4. VACANCIES. In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the trustees then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the first meeting of the Board of Trustees after the annual meeting of members next succeeding and until the election and qualification of his successor.

5. REMOVAL. Any officer may be removed from office by the affirmative vote of two-thirds of all the Trustees at a regular or special meeting called for that purpose, for nonfeasance, malfeasance, misfeasance, for conduct detrimental to the interests of the Corporation, or for refusal to render reasonable assistance in carrying out its purposes, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Any officer proposed to be removed shall be entitled to at least five (5) days’ notice in writing by mail of the meeting of the Board of Trustees at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Trustees at such meeting.

6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Trustees shall, in addition to presiding at meetings shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Trustees. He may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Trustees, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of the chief executive officer of the Corporation, and such other duties as from time to time may be assigned to him by the Board of Trustees. He shall, whenever it may be necessary in his opinion, prescribe the duties for officers of the Corporation whose duties are not otherwise defined.

7. VICE-PRESIDENT. At the request of the Chairman, or in the event of his absence or disability, the vice-chairman shall perform the duties and possess and exercise the powers of the Chairman; and to the extent authorized by law the Vice-chairman shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned to him by the Board of Trustees.

8. SECRETARY. The Secretary shall have charge of such books, documents, and papers as the Board of Trustees may determine and shall have the custody of the corporate seal. He shall attend and keep the minutes of all meetings of the Board of Trustees and members of the Corporation. He shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence, and such book shall be open for inspection. He may sign with the Chairman or Vice-chairman, in the name and on behalf of the Corporation, any contracts or agreements authorized by the Board of Trustees, and when so authorized or ordered by the Board of Trustees, he may affix the seal of the Corporation. He shall, in general, perform all duties incident to the office of secretary, subject to the control of the Board of Trustees, and shall do and perform such other duties as may be assigned to him by the Board of Trustees.

9. TREASURER. The Treasurer shall have the custody of all funds, property, and securities of the Corporation, subject to such regulations as may be imposed by the Board of Trustees. He may be required to give bond for the faithful performance of his duties, in such sum and with such sureties as the Board of Trustees may require. When necessary or proper he may endorse on behalf of the Corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depositary as the Board of Trustees may designate. He shall sign all receipts and vouchers and, together with such other officer or officers, if any, as shall be designated by the Board of Trustees, he shall sign all checks of the Corporation and all bills of exchange and promissory notes issued by the Corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Trustees or by these By-Laws to some other officer or agent of the Corporation. He shall make such payments as may be necessary or proper to be made on behalf of the Corporation. He shall enter regularly on the books of the Corporation to be kept by him for the purpose of full and accurate account of all moneys and obligations received and paid or incurred by him for or on account of the Corporation, and he shall exhibit such books at all reasonable times to any Trustee upon request. He shall, in general, perform all the duties incident to the office of treasurer, subject to the control of the Board of Trustees.
The Treasurer shall present at the annual meeting of the American Counsel Association, and to the Board of Trustees at its annual meeting, a report, showing in appropriate detail the following: (a) the assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the annual meeting, which shall be not more than four (4) months prior to such meeting; (b) the principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report; (c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; (d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report. This annual report shall be filed with the records of the Corporation.

ARTICLE V

Agents And Representatives

The Board of Trustees may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Trustees may see fit, so far as may be consistent with these ByLaws, to the extent authorized or permitted by law.

ARTICLE VI

Contracts, Checks, Drafts, Bank Accounts, Etc.

1. CONTRACTS. The Board of Trustees, except as in these By-Laws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

2. CHECKS, DRAFTS, ETC. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination of the Board of Trustees, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chairman or Vice-chairman of the Corporation.

3. DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Trustees may select.

4. GENERAL AND SPECIAL BANK ACCOUNTS. The Board of Trustees from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Trustees may select and may make such rules and regulations with respect thereto, not inconsistent with the provisions of these By-Laws as they may deem expedient.

5. LOANS. No loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name.

6. GIFTS. The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

7. INVESTMENTS. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Trustees, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation, if such action is a prohibited transaction or would result in the denial of the tax exemption under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE VII

Fiscal Year

1. FISCAL YEAR. The fiscal year of the Corpora­tion shall be fixed by resolution of the Board of Trustees.

ARTICLE VIII

Amendments

1. BY TRUSTEES. The Board of Trustees shall have power to make, alter, amend, and repeal- the By-Laws of the Corporation by affirmative vote of a majority of the Board, provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, or at any single meeting if at least two (2) days’ written notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meetings.

ARTICLE IX

Exempt Activities

Notwithstanding any other provision of these By-Laws, no trustee, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under the internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE X

Dissolution

1. The Board of Trustees shall determine by resolution, the manner and time of dissolution of the Corporation.