HLSA By-Laws

Constitution of the
Harvard Law School Association
~adopted June 3, 1947~

As amended April 29, 1949; April 28, 1950; April 10, 1953; April 30, 1955; April 28, 1956; April 26, 1958; April 25, 1959; April 29, 1961; April 27, 1963; April 27, 1968; May 2, 1970; July 25, 1972; April 26, 1975; April 29, 1978; April 26, 1980; April 25, 1981; May 8, 1982; April 20, 1985; April 11, 1987; April 9, 1988; April 15, 1989; October 2, 1993; May 20, 2000, and May 2, 2008.

ARTICLE I - NAME

The name of this Association shall be the Harvard Law School Association.

ARTICLE II - PURPOSES

The objects of this Association shall be to advance the cause of legal education, to promote the interests and increase the usefulness of the Harvard Law School, and to promote mutual acquaintance and good fellowship among all members of the Association.

ARTICLE III - MEMBERS

• Section 1. All alumni and alumnae of the Harvard Law School, full time students currently enrolled in a degree program at Harvard Law School, non-alumni and non-alumnae members of the Faculty of the Harvard Law School during the term of their appointment, and non-alumni and non-alumnae professors, emeriti or emeritae, of the Harvard Law School, shall be members of this Association.
• Section 2. Members who have previously paid dues that entitled them to become "Life Members" shall continue to receive recognition as such and also any privileges determined from time to time by the Council.
• Section 3. Honorary members of the Association may be elected by the Council.

ARTICLE IV - DUES

There shall be no dues in connection with membership in this Association.

ARTICLE V - FISCAL YEAR

The fiscal year of the Association shall begin on the first day of July and shall end on the thirtieth day of June.

ARTICLE VI - OFFICERS

• Section 1. The officers of the Association shall be a President, a First Vice-President, two Vice-Presidents at large, a Secretary, a Treasurer, and an Assistant Secretary and an Assistant Treasurer.
• Section 2. The officers shall hold office for two consecutive two-year terms and until their successors shall have been elected and qualified. The President shall serve no more than one term in such office. The First Vice-President shall serve no more than one term in such office, and shall, with the consent of a majority of the Council, assume the office of President upon the conclusion of his or her predecessor’s term. The term of the Vice-Presidents at large, the Secretary and the Assistant Secretary may be renewed once for an additional two years, and any person who has served two consecutive terms in any such offices shall not be eligible for election to any office other than First Vice-President or President until a year has passed.
• Section 3. The officers shall be elected biennially by the Council in the spring of even-numbered calendar years, and shall take office at the conclusion of the next following Commencement.
• Section 4. The Council may, in its discretion, create other offices, provide for the term of such offices, define the duties and powers of such offices, abolish any office created pursuant to this section and provide for the manner of election or appointment to offices created pursuant to this section.
• Section 5. The officers shall be ex officio members of the Council.
• Section 6. The Executive Committee shall have power to fill for the unexpired term any vacancy occurring in its own membership and in any office defined in this ARTICLE VI.

ARTICLE VII - COUNCIL

• Section 1. The Council shall control the affairs of the Association.
• Section 2. The Council shall consist of the officers as defined in ARTICLE VI, the two ex-Presidents whose terms of office have most recently terminated, the Presidents of each state or regional Affiliated Association or his or her designee, and such number of alumni and alumnae of the Law School as set forth in Section 3 of this ARTICLE VII, in all cases not holding other office in this Association. The chairs of the Committee on Affiliated Associations and any other committee, panel, section, task force or other group created pursuant to Section 4 or Section 5 of this Article IX shall serve as ex-officio members of the Council.
• Section 3. A Committee of Five, constituted as provided in Section 3 of ARTICLE IX, shall in the spring of each calendar year select seven members of the Council for four-year terms which shall begin at the conclusion of the next following Commencement. The Committee of Five shall, to the extent reasonably possible, solicit views and suggestions from members of the Association and, in particular, from current members of the Council in the course of its deliberations each year. The Committee of Five may act and ballot by mail, by telephone, or otherwise as it may determine. Its selection of members of the Council as set forth in this Section 3, certified by the chairman, shall be filed with the Secretary of the Association prior to the spring meeting of the Council and shall be reported to the Council at that meeting.
• Section 4. The Executive Committee shall have power to fill for the unexpired term any vacancy occurring in the membership of the Council.
• Section 5. The Council may act and ballot by mail, by telephone or otherwise as it may determine.

ARTICLE VIII - MEETINGS

• Section 1. There shall be an annual meeting of the Council at the Harvard Law School in the spring of each year at a time set by the President and approved by the Dean of the Harvard Law School. Other meetings of the Council may be held at such times and places and on such notice as shall be fixed by the President or the Executive Committee.
• Section 2. Meetings of the Association shall be held at such times and places as shall be fixed by the Council or by the Executive Committee.
• Section 3. Notice of meetings shall be given by first-class mail or in such other manner as the President or the Executive Committee shall direct.

ARTICLE IX - COMMITTEES

• Section 1. At its annual meeting the Council shall create an Executive Committee which shall manage the business and affairs of the Association between meetings of the Council. It shall consist of the President of the Association, the two ex-Presidents whose terms of office have most recently terminated, the First Vice-President, the two Vice-Presidents at large, the Secretary, the Treasurer, and at least three other members of the Council. With the exception of members elected to serve as President or First Vice-President and the two ex-Presidents whose terms of office have most recently terminated, when a member of the Executive Committee has served for four consecutive years, that member shall be ineligible to serve again on the Executive Committee until a year has passed.
• Section 2. The President shall appoint from among the members of the Association a Nominating Committee whose duty shall be to present to the Council at its annual meeting the names of persons nominated as officers of the Association and as non-officer members of the Executive Committee. One of the members of the Nominating Committee and its chairman shall be the ex-President of the Association whose term of office has most recently expired. It shall be the duty of the Chairman of the Committee of Five to coordinate the work of the Nominating Committee and the Committee of Five. The President, by such means as he or she deems appropriate, shall invite alumni and alumnae annually to submit suggestions for members of the Council and officers of the Association for transmission to such two chairmen.
• Section 3. The Committee of Five shall be constituted in the following manner: Three members shall be designated by the President of the Association to serve terms of three years which shall be staggered so that one of these members is appointed in each year; one member shall be designated by the President of the Association in each year to serve for a term of one year; and one member shall be designated by the Law School in each year to serve for a term of one year. The Law School appointment shall be made by the Alumni Director of the Association or, if the Alumni Director fails to do so, by the Assistant Dean of Development. At the time of designation to the Committee of Five, at least one member shall have graduated from the School no more than fifteen years earlier, at least one member shall have graduated more than fifteen years but no more than twenty-five years earlier, and at least one member shall have graduated more than twenty-five years earlier. The President of the Association shall annually appoint the chairman of the Committee of Five from among the committee members. The Council shall be notified of the designation of members and chairman of the Committee of Five. With the exception of the member appointed by the Law School, when a member of the Committee of Five has served for three consecutive years, that member shall be ineligible to serve again on the Committee until a year has passed.
• Section 4. The President shall appoint from among the members of the Association a Committee on Affiliated Associations, whose duty it shall be to foster the formation of local associations of alumni and alumnae and to see that each such association remains active and participates in the affairs of this Association.
• Section 5. The Executive Committee or the Council may create other committees, panels, sections, task forces or other groups, appoint their members, and define their powers.
• Section 6. Any committee or other group created under Section 5 above may act and ballot by mail, by telephone, or otherwise as it may wish, or as the Council or President may direct.
• Section 7. The chair of the Committee on Affiliated Associations and any other committee, panel, section, task force or other group created pursuant to Section 4 or Section 5 of this Article IX shall be designated by the President of the Association, and shall serve for two-year terms and until their successors shall have been designated. The term of any such chair may be renewed twice for two additional two year terms. Any person having served as chair of the Committee on Affiliated Associations or any other committee, panel, section, task force or other group created pursuant to Section 4 or Section 5 of this Article IX s for six consecutive years shall be ineligible to serve again as such chair until a year has passed.

ARTICLE X - REPORTS

The President shall, unless otherwise directed by the Executive Committee, provide to the Council in each year a summary report of the activities of the Association.

ARTICLE XI - AFFILIATED ASSOCIATIONS

• Section 1. Alumni and alumnae of the Harvard Law School may form local, county, regional, state or other Harvard Law School Associations which shall be named Harvard Law School Association of (fairly describing the territory embraced).
• Section 2. Such associations may request affiliation with this Association and upon approval by the Council or by the President, the First Vice-President and the Secretary shall be deemed affiliated.
• Section 3. Each Affiliated Association shall be included in a Region for purposes of representation on the Council. The Council shall designate Regions and the Affiliated Associations included therein, and may make changes from time to time in those designations. The Executive Committee shall appoint a representative of each Region to serve as a member of the Council with a two-year term of office expiring concurrently with that of the officers of this Association (as described in ARTICLE VI). The term of each representative may be renewed once for an additional two years. The Regions and the Affiliated Associations included therein shall be listed in an Appendix to this Constitution.
• Section 4.There shall be considered in connection with any application for affiliation, the purposes of, the membership of, and the territory to be covered by any proposed affiliate, and the proposed ways in which it will work in concert with this Association in the furtherance of its general objects and purposes.
• Section 5. The Council may provide for annual or other contributions by the Association to any Affiliated Association at its request for the support of its activities, on a basis determined by the Council or by the Executive Committee if authorized to do so by the Council.
• Section 6. The officers of each Affiliated Association shall be selected by the members of such Affiliated Association, subject to the consent of the Executive Committee. No person shall serve as the President of any Affiliated Association for more than two consecutive years.

ARTICLE XII – SENIOR ADVISORY COUNCIL

• Section 1. There shall be a Senior Advisory Council of the Association, which shall consist of former officers and members of the Executive Committee, and such other Persons who have been requested by a majority vote of the Executive Committee to join the Senior Advisory Council . The purpose of the Senior Advisory Council shall be to provide a forum through which those who have provided leadership, and long service to the Association can continue to serve, provide input to the Association, and carry out such other duties as may be requested by the Executive Committee.
• Section 2. The Senior Advisory Council shall meet concurrently with the meetings of the Association Council, and members of the Senior Advisory Council may attend meetings of the Executive Committee in a non-voting capacity and of the Association Council in a voting capacity.
• Section 3. The Senior Advisory Council shall have a Chair and such other Officers as may be determined by the Senior Advisory Council, with the approval of the Executive Committee; the term of office and the duties of the Chair and other Officers shall be determined by the Senior Advisory Council, with the approval of the Executive Committee.

ARTICLE XIII - AMENDMENTS

This Constitution may be amended by the Council by a two-thirds vote of those present at any meeting or by a majority vote of those present at any meeting of the Council where notice of the proposed amendment has been given in the notice of the meeting.