Article I Name

The name of the organization shall be the National Association of Legal Advocacy Educators (“NALAE” or “Association”).

Article II Mission and Purposes

Section 1. Mission.

NALAE supports the community of educators dedicated to elevating advocacy skills education in American law schools.

Section 2. Purposes.

The purposes of the Association are:

(a) to provide training opportunities for improving law school advocacy skills education,

(b) to foster diversity and inclusion in law school advocacy skills education,

(c) to encourage law school advocacy programs to share information and resources,

(d) to improve the quality of competition experiences,

(e) to collaborate with organizations interested in advancing advocacy skills education, and,

(f) above all, to help and encourage those who teach advocacy skills in American law schools.

Article III Membership

Section 1. Institutional Members.

Any law school, acting through its Dean, may join the Association.

Section 2. Individual Members.

(a) A person teaching advocacy skills may join the Association. A person teaching “advocacy skills” includes one actively engaged in teaching law students skills related to client counseling, alternative dispute resolution, trial advocacy, appellate advocacy or other aspects of litigation. This definition encompasses tenure-track faculty members, non-tenure track faculty members, adjunct faculty members, as well as those who coach teams that compete in skills-based, advocacy competitions among law students.

(b) A person not actively engaged in teaching advocacy skills may join the Association. A person is not actively engaged in teaching advocacy skills if more than a year has elapsed since that person taught advocacy skills to law students. One not actively engaged in teaching advocacy skills may not hold an elected office in the Association.

Article IV Officers

Section 1. Offices Created.

The officers of the Association shall consist of the President, President-Elect, Vice President for ADR Programs, Vice President for Diversity Initiatives, Vice President for Moot Court Programs, Vice President for Trial Programs, Vice President for Technology, Secretary, Treasurer, and Immediate Past President.

Section 2. President.

The President shall:

(a) Enforce these Bylaws, any decisions made at the annual meeting of the Association, and all other decisions made by the Board of Directors (“the Board”) and the Executive Committee;

(b) Serve as Chair of the Board and the Executive Committee;

(c) Represent the Association to all other organizations;

(c) Appoint committee chairs and members;

(d) Pay financial obligations when the Treasurer cannot do so and the Board has authorized the action; and

(e) Serve as the Immediate Past President in the year after the term as President ends.

Section 3. President-Elect.

The President-Elect shall:

(a) Assist the President in fulfilling the Association’s purposes;

(b) Replace the President if the President is unable or unwilling to continue serving in that role; and

(c) Serve as President in the year after the term as President-Elect ends.

Section 4. Vice President for ADR Programs.

The Vice President for ADR Programs shall coordinate and oversee the substantive aspects of the Association’s ADR meetings, programs, and conferences.

Section 5. Vice President for Moot Court Programs.

The Vice President for Moot Court Programs shall coordinate and oversee the substantive aspects of the Association’s Moot Court meetings, programs, and conferences.

Section 6. Vice President for Trial Programs.

The Vice President for Trial Programs shall coordinate and oversee the substantive aspects of the Association’s Trial meetings, programs, and conferences.

Section 7. Vice President for Diversity Initiatives.

The Vice President for Diversity Initiatives shall coordinate and oversee the Association’s efforts to promote diversity and inclusion in advocacy skills education.

Section 8. Vice President for Technology.

The Vice President for Technology shall coordinate and oversee the Association’s website, platforms, and activities requiring technological expertise.

Section 9. Secretary.

The Secretary shall:

(a) Record the minutes of the Association’s Annual Meeting, Board meetings, and Executive Committee meetings;

(b) Call and organize all meetings of the Board and the Executive Committee;

(c) Conduct any elections; and

(d) Maintain a current record of membership rolls, meeting minutes, policies, and these Bylaws;

Section 10. Treasurer.

The Treasurer shall:

(a) Conduct business on behalf of the Association authorized by the Board;

(b) Maintain the Association’s nonprofit corporate tax-exempt status; and

(c) Prepare all necessary financial documents for the Association, including budgets, periodic financial reports, and tax returns.

Section 11. Immediate Past-President.

The Immediate Past-President shall provide advice regarding past practices and other matters to assist in governing the Association.

Section 12. Different Law Schools.

Two members from the same law school may not serve as an officer at the same time.

Section 13. Terms.

(a) Except as provided in subsection (b), each officer shall serve a one-year term from August 1st to July 31st.

(b) Notwithstanding the term described in subsection (a), the Association’s initial officers will serve a two-year term until July 31, 2022.

Article V Board of Directors

Section 1. Function.

The governing body of the Association is its Board.

Section 2. Membership.

The Board shall be comprised of the officers and the representatives elected from each region established by the Board.

Section 3. Regions.

The 15 regions of the Association shall be established by the Board.

Section 4. Regional Representatives.

(a) A member in good standing will be elected to represent the members of each region on the Association’s Board.

(b) A regional representative shall promote the Association’s objectives by actively representing the region at all meetings, advise the Board of local needs and programs being conducted within the region, and carry out such duties as the President, Executive Committee, or Board may from time to time direct.

(c) Each representative must teach advocacy skills at a law school within the region represented on the Board.

(d) Except as provided herein, each regional representative shall serve a three-year term and may not run for the regional representative position until three years after the term expires. The initial term for regional representatives from Regions 1-5 is two years, and they may not run for reelection to that position in 2022. The term for regional representatives elected in 2022 from Regions 1-5 shall be two years. The initial term for regional representatives from Regions 6-10 is two years, and they may not run for reelection to that position in 2022.

(e) Notwithstanding the term limit established in subsection (d), should a regional representative indicate a willingness to run for re-election and no other qualified candidate runs for the position, a regional representative may run for a second term.

(f) If a regional representative is unable to serve, unwilling to serve, or stops teach advocacy skills at a law school within the region represented on the Board, the Executive Committee shall appoint a qualified replacement to serve the remainder of the term.

Section 5. Board Meetings.

(a) The Board shall meet on such dates as determined by the Executive Committee. Absent a majority vote at a regularly scheduled Board meeting, the Executive Committee shall give the Board seven days’ notice of the meeting.

(b) A quorum of the Board requires at least three members of the Executive Committee and at least ten other Board members.

(c) Any member of the Board may give a proxy to another Board member, provided three-day advance notice is given to the President-Elect and the proxy member is present at the meeting for which the proxy is given.

Section 6. Action Without Formal Board Meeting.

Unless otherwise restricted by these Bylaws, any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if acted upon in the following manner:

(a) Each item of business to be presented to the Board shall be submitted to the President in a written motion.

(b) Each motion shall be presented to and approved by a majority vote of the Executive Committee.

(c) A copy of each motion, in the form as approved by the Executive Committee, shall be distributed to each Board member accompanied by a statement setting forth the number of votes cast for and against such motion and a summary of the discussions of the Executive Committee about such motion.

(d) By the seventh day after the distribution date of such motion, each Board member shall vote on such motion in writing to the Secretary. Any vote received after the seventh day shall not be counted.

(e) The affirmative vote of two-thirds of those casting votes must approve any motion brought before the Board under this section.

(f) The vote cast by each Board member for or against the motion shall be certified in writing by the Secretary and distributed to each member of the Board within three days of the voting deadline.

(g) An email constitutes a writing for purposes of these Bylaws.

(h) Any actions taken under this subsection shall have the same force and effect as an action taken and effected at a regular or special meeting of the Board.

Article VI Elections

Section 1. Timing.

Elections for the Association’s officer and director positions shall take place during July according to the Board’s policies in a manner determined by the Executive Committee. The Secretary will administer the election with the assistance of the Vice President for Technology.

Section 2. Immediate Past President Ineligible for Three Years

The Immediate Past President may not run for any position in the Association for three years after leaving office.

Section 3. President Elect.

(a) Any member in good standing is eligible to run for President-Elect.

(b) Individual members in good standing may vote for President-Elect.

Section 4. Vice Presidents.

(a) Any member in good standing is eligible to run for Vice President of ADR Programs, Vice President of Moot Court Programs or Vice President of Trial Programs.

(b) Institutional members in good standing may vote for Vice President for ADR Programs, Vice President for Moot Court Programs and Vice President for Trial Programs.

Section 5. Regional Representatives.

(a) Any member in good standing who teaches advocacy skills at a law school in the region may run for regional representative of that particular region.

(b) Individual members in good standing may vote for their regional representative. Only those teaching advocacy skills in that region are eligible to vote.

Section 6. Secretary and Treasurer.

(a) Any member in good standing may run for Secretary or Treasurer.

(b) Individual members in good standing may vote for Secretary and Treasurer.

Section 7. Tie Votes.

If a tie in any race for President-Elect, any Vice President or regional representative occurs, a vote of the outgoing Board will break the tie.

Article VII Committees

Section 1. Executive Committee.

(a) The Executive Committee shall be comprised of the President, President-Elect, Secretary, Treasurer, and Immediate Past President.

(b) The Executive Committee shall meet from time to time to consider the agenda for the Board meetings and the Annual Meeting except where action is specified by these Bylaws or the Board has authorized the action by resolution.

(c) A quorum of the Executive Committee requires at least three members of the Executive Committee, so long as one of those members is the President. The Executive Committee may not act without the President present.

(d) The Executive Committee shall appoint members to fill vacancies on the Board.

(e) The Executive Committee shall appoint the Vice President for Diversity Initiatives and the Vice President for Technology.

(f) The Executive Committee shall appoint the members initially serving as Vice President for ADR Programs, Vice President for Moot Court Programs, and Vice President for Trial Programs.

Section 2. Additional Committees.

The Board may establish and dissolve other committees as necessary to conduct the Association’s business, designate and change their charges, and determine their size and terms.

Article VIII Removal of Officers and Directors

Section 1. Removal for Cause.

For good cause shown upon the presentation of written charges, the Board shall have the power to remove any officer or regional representative from the Board not less than fourteen days after notice has been given to the Board and to such officer or regional representative. Any officer or regional representative subject to removal proceedings shall, upon request made to the Board within three days of receiving the written charges, be allowed to address the Board and present a defense, not to include the presentation of witnesses, prior to any vote on removal.

Section 2. Vote Requirement.

The affirmative vote of two-thirds of the members of the Board is required to remove an officer or regional representative.

Article IX Annual Meetings

Section 1. Annual Meeting.

The Association shall hold an Annual Meeting of the membership at a time and place as the Executive Committee may determine.

Section 2. Quorum.

Members in good standing in attendance shall constitute a quorum or transacting business at the Annual Meeting.

Article X Limits on Activities

(a) The Association is organized exclusively for educational purposes, including making distributions to organizations that qualify as exempt organizations under section 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

(b) No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons.

(c) No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene (including publishing or distributing statements) any political campaigns on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article XI Anti Discrimination

The Association shall not discriminate on the basis of race, national origin, religion, age, gender, gender identification, sex, sexual orientation, or handicapping condition. All programs and activities of the Association shall be conducted to further this policy.

Article XII Fiscal Year

The fiscal year of the Association shall begin August 1 in each calendar year and shall end July 31 of the following calendar year.

Article XIII Dissolution

Upon dissolution, the Association’s assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future tax code. Any such assets not so disposed of shall be disposed of by the court in the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, which are organized and operated exclusively for such purposes.

Article XIV Amendments

These Bylaws may be amended at any meeting with an affirmative vote from two-thirds of the Board. Any proposed amendment to these Bylaws must be delivered to the Secretary thirty days before a vote is taken. The Secretary shall circulate the proposed amendment to all board members with seven days of receiving it.

Adopted by the Board of Directors
August 20, 2020