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Legal Writing Institute
Bylaws
 LWI Directory
Bylaws
Association of Legal Writing Specialists
As Adopted by the Legal Writing Institute Board of Directors in October
1996 and Amended in January 1997, June 1998, and January 2000
The principal office of the Legal Writing Institute is located at Seattle
University School of Law, 900 Broadway, Seattle, Washington, 98122-4340.
The Board of Directors ("Board") may open other offices if and
when additional offices are deemed appropriate by the Board.
The purposes of the Legal Writing Institute are to improve legal writing,
to promote and improve legal writing instruction, and to educate the public
and the members of the bar about legal reasoning, research, and writing.
A. Membership Criteria
Membership in the Legal Writing Institute is open to any person who
is interested in the purposes of the Legal Writing Institute and who complies
with any membership criteria and requirements which may be established
by the Board. The Board may establish a charge for membership ("Dues").
B. Membership Meetings
Biennial Membership Meeting. The Board shall call a regular,
general meeting of the members every other year. At that meeting the
Board shall report to the members.
Special Meetings. The Board may call a special meeting of the
membership at any time. Special meetings may be held in person, through
electronic conferencing, by email, or by other technologies deemed by
the Board to be likely to be able to result in the ability of members
to participate in a meaningful way in consideration and decision-making
on the issues presented at the special meeting. Meetings conducted in
cyberspace which involve the use of asynchronous modes of communication,
e.g., email or discussion lists, are to be conducted in the manner approved
by the Board. All such meetings must be a minimum of five days in duration,
including time for discussion and voting.
C. Voting
Biennial Membership Meetings. Each member in good standing on
February 15 of the year in which the Biennial Membership Meeting takes
place is entitled to vote on issues presented at that meeting. Voting
may be in person, by proxy, by electronic means, or by other means approved
by the Board and shall be conducted in accordance with policies and
procedures implemented by the Board or its designee from time to time.
Special Membership Meetings. Each member in good standing 45
days before a special meeting of the membership is entitled to vote
on issues raised in the special meeting. Voting in special meetings
shall be conducted in accordance with policies and procedures implemented
by the Board from time to time or in accordance with policies and procedures
implemented by the Board for that meeting.
D. Agenda for Membership Meetings
The Board shall prepare the agenda for membership meetings. Any Institute
member may request that a matter be included on the agenda for membership
meetings. Requests should be submitted to the Board 60 days before the
meeting. For Biennial Membership Meetings, the Board shall deliver the
agenda to each member by email, regular mail, or other means approved
by the Board. The Board may send the agenda with any other matter sent
to the members within 120 days of the Biennial Membership Meeting. For
Special Membership Meetings, the Board shall deliver the agenda to each
member by email, regular mail or other means approved by the Board. The
Board may send the agenda with any other matter sent to the members within
60 days of the Special Membership Meeting.
E. Notice
For all meetings of the members, the Board shall notify each member
of the time and place and manner (e.g., in person or in cyberspace) of
the meeting at least 30 days prior to the meeting. Notice may be given
by email or by regular mail or both. Notice emailed to the last known
email address of a member is sufficient for those members who have email
access. Other members are to be notified by regular mail. The notice may
be sent with other information (such as conference information) sent to
the members within the appropriate time frame. The notice may include
the agenda for the meeting.
A. Powers and Responsibilities
The Board has the power and responsibility to establish membership
criteria and requirements, including dues; to call membership meetings
and to prepare agenda for those meetings; to appoint persons to the Board
of Directors, if necessary; to elect the director member of the Executive
Committee; to establish committees; to authorize the officers to perform
various duties; and to amend the Bylaws. Major committees could include
the nominating committee, the elections committee, the program committee,
the publications committee, and such other committee or committees as
the Board may from time to time create and designate as major committees.
B. Number of Directors, Eligibility, Term of Office, Limits
Classes of Directors. There are two classes of directors: Directors-at-Large
and the Seattle University School of Law Director ("Seattle University
Director"). The Board shall consist of fifteen directors —
fourteen Directors-at-Large and the Seattle University Director.
Eligibility. Each Institute member in good standing as of February
15 of the year in which elections are to take place is eligible to be
elected to the Board. Good standing may be defined by resolution of
the Board of Directors. In the absence of such a resolution, every person
on the membership list as of the appropriate date is a member in good
standing.
Terms. Directors-at-Large are elected for four-year terms. The
term of a Director begins at the Biennial Board Meeting of the year
the Director was elected and expires at the start of the Biennial Board
Meeting of the year in which the Director's term ends. For example,
a Director-at-Large elected in 1998 will serve from the Biennial Board
Meeting in the summer of 1998 until the start of the Biennial Board
Meeting in the summer of 2002. A Director-at-Large who has served on
the Board for three consecutive terms is not eligible for re-election
until two years after expiration of the third term. Subject to the special
provision below relating to the President-Elect (Article VI, paragraph
C), seven directors are to be elected to four-year terms in years evenly
divisible by four (e.g., 1992, 1996, 2000), and seven directors are
to be elected to four year terms in even-numbered years not evenly divisible
by four (e.g., 1994, 1998, 2002).
The Seattle University Director. One seat on the Board of Directors
is reserved for a Legal Writing Institute member who teaches at the
Seattle University School of Law. The Seattle University Director is
to be selected as follows: The Legal Writing Institute members teaching
at Seattle University School of Law will recommend to the Board for
the position of Seattle University Director one or more Legal Writing
Institute members who teach at the Seattle University School of Law.
If more than one person is nominated for the Seattle University Director's
seat, the Board of Directors shall select the board member from among
those nominated. In general the Seattle University Director should be
selected before the general election of the members of the Board of
Directors (in order to allow Seattle University Legal Writing Institute
member who is not serving as the Seattle University Director to run
for a position as Director-at-Large). The Seattle University School
of Law Legal Writing Institute members may use whatever method they
desire to recommend a person or persons for the position, including
but not limited to self-nomination. The Seattle University Director
shall serve a two-year term. The Seattle University Director shall act
as liaison between the Board and the Legal Writing Institute support
staff located at Seattle University and shall have such other special
duties and powers as the Board may from time to time establish. The
Seattle University Director is a member of the Executive Committee.
The Seattle University Director is eligible to run for any office. The
term limit for the Seattle University Director is 12 years. Seattle
University members of the Institute are eligible for all offices and
directorships and are not limited to the Seattle University Director
position.
Transition rules. Directors whose terms began on January 1,
1995, will serve until the Biennial Board Meeting in the summer of 1998.
Directors whose terms begin on January 1, 1997, will serve until the
Biennial Board Meeting in the summer of the year 2000. Other transition
rules may be adopted by the Board as it deems appropriate particularly
with respect to officers and the Seattle University Director. With respect
to the Seattle University Director position, the Board may, but need
not, appoint a person to fill that position until 1998, even if such
an appointment would increase the number of directors to 16 for that
time period. In all events for the summer 1998 elections the officers
to be elected are those established in these Bylaws and the procedures
established in these Bylaws for electing them are to be followed.
C. Nomination and Election Procedures for Board Members
Nomination. A member may nominate her- or himself or any other
member for election to the Board. A member may nominate more than one
person for election to the Board, but may not nominate more than 5 people,
including him- or herself.
Election of the Board of Directors. Each member in good standing
on February 15 of the year in which the biennial meeting takes place
is entitled to vote in the election of the Directors. The Secretary
shall determine good standing. Voting for Directors shall take place
by ballot through regular mail or through electronic means in accordance
with policies and procedures which may be adopted by the Board. Each
member may cast one vote for each of the directorships being filled.
Only one vote may be cast by each member for a candidate; cumulative
voting is not allowed.
Timing and Procedures. The election of the Directors is to be
conducted in the spring of even-numbered years preceding the Biennial
Board Meeting. The procedures to be followed may be established by the
Board or a committee created by the Board. In general the election procedures
should comply with the following guidelines: Nominations should be sent
to the Legal Writing Institute at its principal office or to the Secretary
by February 15 of the year of the election or to the chair of the elections
committee. Ballots should be sent to members around March 15 of that
year. Completed ballots should be sent to the Legal Writing Institute
at its principal office or to the Secretary by April 1 of that year.
The Board may permit voting by regular mail, by email, or by other means
in accordance with the policies and procedures adopted by the Board.
The seven (or six, if the President-Elect would otherwise be a candidate
for election for that term) candidates receiving the most votes are
elected to the Board.
D. Meetings, Voting, Quorum, and Minutes
Biennial Board Meetings. The Biennial Board Meeting will be
held every two years in even numbered years. The Biennial Board Meeting
will be held in person or by proxy. At the Biennial Board Meetings an
action by a majority of the Board present (either in person or by proxy)
is an act of the Board.
Special Meetings. Special meetings may be called by the President,
or by a majority of the Executive Committee, or by a majority of the
Board. Special meetings may be held by conference call, through email,
or through other means authorized by the Board. At special meetings
held in person, an action by a majority of the Board present (either
in person or by proxy) is an act of the Board. At special meetings held
through other procedures (e.g., email), action by a majority of the
then serving directors is an act of the Board. Notice of a special board
meeting shall be sent at least 15 and not more than 90 days before the
special meeting. Notice of the meeting may be waived by a majority of
the Board attending the meeting. Voting may be by any means authorized
by the Board including, for example, in person, by proxy, via conference
call, through email, by individual polling, or by mailed ballots.
Quorum. A majority of the Board members then serving, i.e.,
excluding vacancies, constitutes a quorum for the transaction of any
business at any meeting of the Board.
Minutes. The Secretary shall take minutes of the meeting and
shall send a copy of them to all directors. Minutes shall be sent to
any Institute member upon request of that member or shall otherwise
be made available through other means such as a web site or other technology.
E. Vacancies
Vacancies on the Board may be filled by a two-thirds vote of the directors
who vote on appointment of someone to fill the vacancy. A person elected
to fill a vacancy shall serve the unexpired term of the predecessor director.
F. Recall
A director may be recalled in the following manner only.
(a) A director may be subject to recall if he or she has failed to perform
the duties required of a member of the Board.
(b) Any Institute member may request a recall election for one or more
directors by submitting a petition containing the signatures of at least
one-third of the Institute members in good standing at the time the petition
is submitted. The signatures shall be submitted to a member of the Executive
Committee. The Board shall mail ballots upon payment by the petitioning
members of the expense for the recall vote.
(c) A director shall be recalled by an affirmative vote of at least two-thirds
of the members in good standing at the time the ballots are sent to the
members.
A. Powers and Responsibilities
Between Board meetings the Executive Committee has the power to do all
things that the Board is empowered to do, except the Executive Committee
cannot amend these Bylaws; it cannot reverse a Board decision or Board
action in the absence of compelling circumstances requiring it to do so;
it cannot act contrary to Board resolutions or directives in the absence
of compelling circumstances requiring it to do so.
The Executive Committee may speak on behalf of the Institute. The Executive
Committee has the power to take positions on behalf of the Institute with
respect to matters which are brought to the attention of the Institute
where, in the judgment of the Executive Committee, acting through a Special
Meeting of the Board would not be timely, fruitful, or otherwise necessary
or appropriate given the constraints to act.
The Executive Committee is responsible for the direct oversight of the
officers of the Institute.
The Executive Committee is responsible for operating and managing the
Institute, including the ratifying appointment of all committees members
and overseeing the hiring, supervising, and firing of any Institute employees.
The Executive Committee is responsible for preparing the agenda for the
Biennial Board Meeting. The Executive Committee is responsible for receiving,
reviewing, and where necessary or appropriate, making recommendations
on committee reports. All proposals for Board action including particularly
budget items are to be received, reviewed, considered, acted upon and
reported to the Board by the Executive Committee in a written report.
B. Executive Committee Membership, Terms, Quorum, and Voting
The Executive Committee is composed of seven directors including the
four Officers, the Seattle University Director, and two other directors
elected by the Board. Four Executive Committee members is a quorum.
The two non-Officer, non-Seattle University Director positions on the
Executive Committee shall be elected at the Biennial Board Meeting. Executive
Committee members are elected for two-year terms.
A majority of the Executive Committee members voting constitutes a decision
by the Executive Committee.
C. Executive Committee Meetings
The President, or in his or her absence, the President-Elect, chairs
the Executive Committee meetings. In the absence of both the President-Elect
and the President, the Treasurer shall chair the meeting.
The Executive Committee should meet at least quarterly and should meet
monthly either in person, through conference calls, or through email,
through the internet or other technologies which may come available.
The Executive Committee may act through formal meetings, through informal
meetings, through voting without meeting, or through such other means
as it deems appropriate for the issues being decided. Decisions shall
be by vote. Votes may be done in person, by proxy, by mail, by email,
by phone, or by other means adopted by the Executive Committee.
A. Number, Selection, Term, and Term Limits
There are four officers: President, President-Elect, Secretary, and
Treasurer. The President-Elect, Secretary, and Treasurer shall be elected
by the incoming Board of Directors. The President-Elect will become President
upon conclusion of the two-year term as President-Elect. The term of office
of each office shall be from one Biennial Board Meeting to the next. The
President may serve only one two-year term as president in any six-year
period. The President-Elect may serve only one two-year term as President-Elect
followed by one two-year term as President in any six-year period. Persons
elected as Secretary or Treasurer are limited to no more than three consecutive
two-year terms in one office. The President is barred from seeking election
as an officer until two years after expiration of the President's term
of office. After the two-year sitting-out period, a past president is
eligible for election to any office, including President-Elect.
B. President
The President shall preside at all Board meetings and Executive Committee
meetings; is the spokesperson for the Institute; has general management
powers and the power to sign all documents, including contracts, in the
name of the Institute; is responsible for overseeing Institute employees;
and shall perform such other duties as are determined by resolution of
the Board.
C. President-Elect
In the absence or incapacity of the President, the President-Elect
has the same powers and responsibilities as the President. The President-Elect
has general management powers and the power to sign all documents, including
contracts, in the name of the Institute. The President-Elect is responsible
for overseeing elections. The President-Elect is a member of the Program
Committee. The President-Elect shall perform such other duties as are
determined by a resolution of the Board. In the event the President-Elect
would become President in the year in which the President-Elect's membership
on the Board of Directors would expire and the President-Elect would otherwise
need to stand for re-election, the President-Elect will automatically
be awarded one of the seven directorships for the coming four-year term.
In this event, there will be only six Directors-at-Large elected with
the seventh four-year term being filled by the President-Elect upon becoming
President.
D. Secretary
The Secretary shall keep the official records of the Institute, other
than financial records, including but not limited to current membership
lists, minutes, resolutions, and annual reports; shall keep and disseminate
the minutes of all Board, Executive, and membership meetings; shall act
in place of the Treasurer when the Treasurer is unable or unwilling to
so act; and shall perform any special duties determined by a resolution
of the Board.
E. Treasurer
The Treasurer shall keep the official financial records of the Institute;
shall be responsible for overseeing the accounting and disbursement of
all Institute funds and other property; shall make a report and accounting
to the Board at the Biennial Meeting and to the Executive Committee semi-annually;
shall make a financial accounting to any Director, upon demand; shall
act as chair in place of the President-Elect in the event the President
and President-Elect are unable or unwilling to do so; and shall ensure
that the Institute has complied with all federal and state requirements
A. Bylaws
The Bylaws of the Legal Writing Institute shall be approved by the
incorporators. Upon the approval of the Bylaws, their availability shall
be made known to the general membership, and copies of the approved Bylaws
shall be provided upon request.
B. Amendments to Bylaws
The Board of Directors can amend these Bylaws by a two-thirds vote.
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