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ABOUT

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Leadership
Governing Board
Board of Directors
Executive Director

History
Evolution of NAELS
History of NAELS (.doc)

Articles: I - II - III - IV - V - VI - VII - VIII - IX - X - XI - XII - XIII - XIV - XV

Bylaws

ARTICLE V

GOVERNING BOARD AND GOVERNING BOARD STANDING COMMITTEE

Section 1. Intent.
It is the intent of these by-laws and the Members of NAELS that the Governing Board and its Co-Chairs will be the voice of the Members between Annual Meetings. As such, the Governing Board is empowered to influence the NAELS Staff and the Board of Directors with the same force as the entire Membership of NAELS. Furthermore, the Governing Board directs and controls the affairs of the Members between Annual Meetings with one exception: the Governing Board may not remove Governing Board Representatives.

Section 2. Number; Qualifications.
(a) The Governing Board shall consist of 30 students plus two Co-Chairs. Fifteen Governing Board positions shall be reserved for fifteen Representatives from fifteen different regions. The Members shall decide upon the regions, although by default the regions shall correspond to the fifteen ABA law school divisions. If it is not possible to fill the fifteen regional Governing Board positions, the empty positions shall be opened to general membership. The remaining fifteen Governing Board positions shall be open to general membership.

(b) Regional Governing Board Representatives shall be elected by their region at the Annual Meeting. General Governing Board Representatives shall be elected by all Members at the Annual Meeting, with the following exception: A minimum of five positions shall not be filled by election but shall be filled at the discretion of the Co-Chairs, subject to a majority vote against the invitation by the other Governing Board Representatives. The Co-Chairs may elect these five discretionary Governing Board Representatives from schools already represented on the Governing Board if these members serve a particular purpose such as leading a committee or task force, Board of Director development, National Office operations, etc.

(c) The Co-Chairs, prior to the Annual Meeting, shall submit all known names of individuals running for the Governing Board. These nominations shall be circulated to all Members before the Annual Meeting. Nominations from the floor at the Annual Meeting shall also be invited and, when seconded by a present Member, shall be added to those submitted by the Co-Chairs. In the case that 25 (fifteen regional + ten general) Governing Board Representatives are not elected at the Annual Meeting, or where a Governing Board Representative has resigned, the Co-Chairs shall have the discretion to appoint Governing Board Representatives subject to veto by a majority vote of the other Governing Board Representatives. Individuals wishing to sit on the Governing Board must nominate themselves or be nominated by a current Governing Board Representative or their own Member Society.

Section 3. Election; Resignation; Removal; Vacancies.
Each Governing Board position (regional and non-regional), except for those reserved for the discretion of the Co-Chairs, shall be filled by vote of the Members at the Annual Meeting. Each Governing Board Representative so elected shall hold office for one year or until a successor is elected. Any Governing Board Representative may resign at any time upon written notice to the Co-Chairs. Any newly created Governing Board position or any vacancy occurring on the Governing Board for any cause may be filled by a Member who shall be appointed by the Co-Chairs, but subject to approval by a majority vote of the remaining Governing Board Representatives or by a plurality of the votes cast at the Annual Meeting of the Members. Each Governing Board Representative so elected shall hold office until the expiration of the term of office of the former Governing Board Representative whom he or she has replaced or until his or her successor is elected.

Section 4. Meetings.

(a) The Governing Board is permitted to hold meetings via electronic methods such as, but not limited to, telephone, internet chat-room or video-conferencing as long as all persons participating in the meeting can effectively communicate with one another. Furthermore, if the Governing Board so decides, it is permitted to make decisions via email. Each Governing Board Representative's email vote shall be sent to the entire Governing Board and shall be tallied by the Co-Chairs.

(b) In the event that a Governing Board Representative is unavailable for a meeting, said member may appoint a proxy from the general membership of NAELS. Voting by proxy must be executed in writing and submitted to the Co-Chairs.

Section 5. Quorum; Vote Required for Action.
At all meetings of the Governing Board two-thirds of the Governing Board shall constitute a quorum for the transaction of business. Except in cases in which the Certificate of Incorporation or these by-laws otherwise provide, the vote of a majority of the Governing Board Representatives present at a meeting at which a quorum is present shall be the act of the Governing Board. In the event that a Governing Board Representative is unavailable for a meeting, said member may appoint a proxy from the general membership of NAELS. Appointment of said proxy must be executed in writing and submitted to the Co-Chairs. If a decision is made via email vote, a quorum is reached if two-thirds of the Governing Board Representatives transmit their vote via email to the entire Governing Board.

Section 6. Governing Board Standing Committee
The Board of Directors, by resolution adopted by a majority of the entire Board, may designate and appoint a Governing Board Standing Committee, which shall consist of the Co-Chairs, the Alumni Committee Chair and such other directors and shall have such authority as is provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 1 of this Article III.

Articles: I - II - III - IV - V - VI - VII - VIII - IX - X - XI - XII - XIII - XIV - XV