Bylaws

ARTICLES OF INCORPORATION

ARTICLE ONE

The name of this corporation is: OKLAHOMA BAR FOUNDATION, INC.

ARTICLE TWO

The address of its registered office in the State of Oklahoma is 1901 North Lincoln Boulevard, Oklahoma City, Oklahoma 73105-4901, and the name of its Registered Agent is Nancy Norsworthy, whose address is 1901 North Lincoln Boulevard, Oklahoma City OK 73105-4901, (mailing address for the Foundation is: P.O. Box 53036, Oklahoma City, Oklahoma 73152-3036).

ARTICLE THREE

The duration of the corporation is perpetual.

ARTICLE FOUR

The purposes for which the corporation is formed are: to advance the science of jurisprudence and promote the administration of justice and the uniformity of judicial decisions exclusively through educational and scientific means or research; to assist the Oklahoma Bar Association, its successors and assigns, in carrying out such purposes; to acquire from time to time for such uses and purposes, by purchase, gift, will, or otherwise, real and personal property and to own, hold, control, administer, sell, exchange, mortgage or otherwise dispose of all or any part of such properties; to act as trustee of any funds or property that it may receive under specific or limited grants or agreements or under any will, and to have and exercise the right to hold or manage such funds or property under the terms or conditions imposed by any such trust, grant, agreement or will; and to have any and all other powers and to do any and all things incidental or necessary to or consistent with the accomplishment of any or all of the foregoing purposes.

ARTICLE FIVE

This corporation is formed for educational, charitable, and scientific purposes exclusively and therefore, has no stated capital.

ARTICLE SIX

The number of directors to be elected at the first meeting of the trustees is: Seven.

OKLAHOMA BAR FOUNDATION

BYLAWS

ARTICLE I

Membership and Classification of Fellows

Section 1. MEMBERSHIP. The membership of this corporation shall be composed of all members of the Oklahoma Bar Association in good standing, called Members.

Section 2. CLASSIFICATION OF FELLOWS. The Fellows program establishes and provides for planned giving and contributions by individuals to provide the critical support necessary to attain and sustain the purposes and ongoing mission of the corporation. Those persons who contribute to the corporation shall be divided into classes based on recognized levels of commitment and support, in such amounts as the Board of Trustees shall determine and resolve from time to time. The classes are: (a) Fellows, (b) Sustaining Fellows, (c) Benefactor Fellows, (d) Lifetime Fellows, and (e) Associate Fellows.

ARTICLE II

Governance

Section 1. This corporation shall be governed by a Board of Trustees composed of twenty-six (26) members, of whom (a) twenty-one (21) shall be elected as hereinafter provided, and five (5) shall be the Past-President of this corporation, and the President, President-Elect and Executive Director of the Oklahoma Bar Association in office at the time, and a representative of the Young Lawyers Division appointed by the Board of Trustees, and not more than three (3) shall be persons serving as Vice-President, Secretary or Treasurer of this corporation following the end of their second elective term. If at any time, the titles of these officers shall be changed, the persons holding the corresponding offices shall serve as Trustees.

Section 2. Vacancies in the membership of the Board of Trustees (other than the membership positions held by the President, President-Elect and Executive Director of the Oklahoma Bar Association) shall exist whenever such a member (a) dies, (b) resigns, or (c) fails to attend three meetings of the Board conducted during two successive calendar years. Whenever such a vacancy occurs, it shall be filled for the unexpired term by action of the remaining Trustees, provided, however, a person who misses such requisite number of meetings may be re-appointed by the remaining Trustees to complete the unexpired portion of his or her term.

Section 3. At any meeting of the Board of Trustees, seven (7) members of the Board shall constitute a quorum.

Section 4. The terms of office of elective members of the Board of Trustees, excluding the Past-President of this corporation, the President, President-Elect and Executive Director of the Oklahoma Bar Association, and persons serving as Vice-President, Secretary or Treasurer of this corporation following the end of their second elective term, shall be three (3) years. Except as hereinafter provided, seven (7) terms shall expire December 31 each year. A Trustee may be elected to a succeeding term, except that, after a Trustee serves two full three year consecutive elective terms, at least one year must elapse before such person serves again as Trustee, unless at the end of the second elective term such Trustee is serving as President-Elect or President or serving as Vice-President, Secretary or Treasurer following the end of such Trustee’s second elective term, and has thereby extended their term of office as a Trustee.

Section 5. Subject to the provisions of Section 4 of this Article, at a meeting not less than sixty (60) days preceding the annual meeting of the Oklahoma Bar Association, the Board of Governors of the Oklahoma Bar Association shall elect four successors to fill expired terms of four elected members of the Trustees currently serving as term trustees elected by the Board of Governors and whose terms expire in that year. The selections shall be announced as soon as possible.

Subject to the provisions of Section 4 of this Article, three Trustees shall be elected annually in the following manner: Not less than forty-five (45) days preceding the annual meeting of the Oklahoma Bar Association, each year, the President shall appoint a nominating committee consisting of three Trustees of the Foundation. The nominating committee shall meet within ten days after the date of appointment and by majority vote, nominate three members of the Oklahoma Bar Foundation and immediately shall certify the names of the nominees to the President of the Foundation. The Executive Committee shall cause the names of the nominees to be printed in the next succeeding issue of the Oklahoma Bar Journal. In addition to the slate of nominations prepared by the committee, any group of twenty-five or more Fellows of the Foundation may submit the name of a member of the Foundation by a petition duly signed by said Fellows and submitted to the Executive Committee not more than ten (10) days following the date of publication.

In the event of a contested election, the President shall cause ballots to be prepared and printed containing the names of the persons properly nominated by the committee and by petition and listed in alphabetical order. The ballots shall be mailed to the member Fellows of the Foundation at addresses shown on the records of the Foundation. Each member Fellow of the Foundation receiving a ballot shall vote for three persons as Trustees by making a cross at the left of the name of the person voted for. The ballot shall not be signed, but shall be sealed in an envelope and mailed to the offices of the Foundation, whereupon the President shall cause the ballots to be counted. The three nominees receiving the highest number of votes cast shall be deemed elected.

ARTICLE III

Officers

Section 1. The Board of Trustees shall elect the following officers: President-Elect, Vice-President, Secretary and Treasurer; provided, that the Secretary and Treasurer may be one and the same person. Any member of the Board of Trustees then serving, whether serving in an elective term, or by virtue of service as an Officer beyond a second elective term, shall be eligible for election as an Officer.

Section 2. Said officers shall be elected annually by the Board of Trustees and shall hold office for the term of one (1) year or until their successors are elected. The President-Elect and Vice-President shall take office on January 1 following such election. The President-Elect shall serve until December 31 each year and then automatically become President and serve for one year; the Vice-President shall also serve for one year or until their successor is elected; provided, however, that if the President is unable or unwilling to serve, the Board of Trustees may, in its discretion, direct the Vice-President to discharge the duties of the President. If the office of President-Elect or Vice-President shall be vacated at any time during the term, the newly elected President-Elect or Vice-President shall automatically take office upon election. The Treasurer shall furnish a corporate surety bond in such amount as the Board of Trustees shall determine. The premium on said bond shall be paid by the corporation.

ARTICLE IV

Gifts, Donations and Bequests

Gifts, donations and bequests may be given directly to the Corporation with directions that the principal or income therefrom shall be used for certain specified purposes, or the principal of such gift, donation or bequest may be given to some other person, corporation or trustee with instructions that the income therefrom shall either be paid to the Corporation, or disbursed in accordance with the instructions of the Board of Trustees, provided, however, that the uses and purposes of all such gifts, donations and bequests, either of income or principal, shall be in accord with the purposes specified in the Certificate of Incorporation. The Board of Trustees may adopt gift acceptance policies that govern, limit or restrict the acceptance of donations, including but not limited to restricting the types of assets acceptable, preventing conflicts of interest, and limiting the role of the Corporation in the acceptance and administration of gifts. Unless some special instruction accompanies a gift, donation or bequest, and in accordance with all applicable laws and regulations, the Board of Trustees may disburse the income and/or principal for any purpose specified in the Certificate of Incorporation.

ARTICLE V

Books of Account

Section 1. Books of account shall be kept by the Treasurer and the same shall be audited annually and shall, at reasonable times, be open to inspection by any member of the Corporation.

ARTICLE VI

Conduct of Business

Section 1. The Board of Trustees of this corporation may consider and act upon any matter pertaining to the affairs of this corporation, by U.S. mail, electronic transmittal or facsimile, and when a vote is taken in writing and duly entered in the Minutes of the Board of Trustees, it shall stand as an official act.

Section 2. Within the discretion of the Executive Committee, meetings of the Board of Trustees of this Corporation may be conducted by videoconferencing means.

ARTICLE VII

Amendments to Bylaws

Section 1. These bylaws may be amended by a majority vote of the Trustees present at any meeting of the Board of Trustees of this corporation, if notice of intention to amend and of the terms of the proposed amendment shall have been given by mail to each Trustee at least ten (10) days before such meeting. Any alteration in the proposal, properly germane to the terms of which notice is given, may be made at the meeting without further notice.

ARTICLE VIII

Miscellaneous

Section 1. In the event of the dissolution of this corporation, its assets, if any, must be used exclusively in the furtherance of the specific objectives for which it was formed, namely, for educational, charitable and scientific purposes exclusively.

Section 2. If at any time in the future there should be money or property of any kind in said corporation, no dividends of any kind shall ever be declared for the use and benefit of any person, officer, or director of the said corporation, but the same shall be utilized for the sole purposes of the corporation.

Section 3. This corporation shall never directly or indirectly, through any part of its activities, attempt to influence legislation by propaganda or otherwise.

Section 4. No Trustee shall have any interest, whether financial, personal or organizational, direct or indirect, or engage in any business, transaction or activity, or incur any obligation, that is in conflict with the proper discharge of his or her duties as a Trustee. Any Trustee who has a conflict of interest with respect to any item of business before the Foundation shall not participate in any deliberation on the matter and shall not vote thereon, and shall act in accordance with any conflict of interest Policy in effect.