BY-LAWS
By-Laws of The John Marshall Law School Corporation
Article I Title, Location, Object and Corporate Seal
SECTION 1. Name.
The name of the corporation is THE JOHN MARSHALL LAW SCHOOL.
SECTION 2. Location.
The location of the principal office of the corporation shall be in the City of Chicago, County of Cook and State of Illinois. Until further order of the Board of Trustees, the principal office of the corporation and the office of its registered agent shall be at 315 South Plymouth Court, in the City of Chicago.
SECTION 3. Object.
The object for which the corporation is formed is to give instruction in the science and practice of law, and in subjects preparatory or related thereto, and to grant such literary honors and degrees as are usually granted by like institutions, to grant suitable diplomas and confer honorary degrees.
SECTION 4. Corporate Seal.
The corporation shall have a seal which shall have inscribed thereon the name of the corporation and the words "SEAL" and "ILLINOIS."
Article II Members
The Trustees in office shall be the only members of the corporation. No contributions shall be required of them and the corporation shall have no capital stock.
Article III Board of Trustees
BOARD OF TRUSTEES
Alfred E. Gallo, President
Claireen Herting, Vice-President
Martin R. Riskin, Treasurer
Leonard F. Amari, Secretary
Leonard F. Amari (Secretary)
Amari & Locallo
William Bates, Jr. (Trustee)
Exec. V.P. & Gen. Counsel
Seaway National Bank of Chicago
Erhard R. Chorlé (Trustee)
Shefsky & Froelich Ltd.
Umberto Davi (2005/2006 Alumni Assn. Representative)
Peter J. DiConza, Jr. (Trustee)
Joseph Domitrz (Trustee)
Bryant & Stratton College
Thomas J. Durkin (Trustee)
Legacy Professionals, LLP
Honorable Timothy C. Evans (Trustee)
Chief Judge
Circuit Court of Cook County
Honorable Thomas R. Fitzgerald (Trustee)
Justice, 1st District
Illinois Supreme Court
Honorable Wilson Frost (Trustee)
Frost & Greenblatt Chtd.
Joseph M. Gagliardo (Trustee)
Laner Muchin Dombrow,
Becker, Levin & Tominberg, Ltd.
Alfred E. Gallo (President)
Claireen Herting (Vice-President)
Manager, Personal Financial Services
Pricewaterhouse Coopers
John R. Lee (Trustee)
Asst. Regional Director
U.S. Securities & Exchange Commission
Warren Lupel (Trustee)
Weinberg Richmond LLP
The Honorable Mary Ann McMorrow (Trustee)
Chief Justice
Supreme Court of Illinois
Bruce Meckler (Trustee)
Meckler, Bulger & Tilson
Mr. Leo Melamed (Trustee)
Ch’m Emeritus, Chicago Mercantile Exchange, Inc. &
Chairman & CEO, Melamed & Associates
Giacomo (Jack) A. Pecoraro (Trustee)
Executive Director
Illinois Assn. of Chiefs of Police
Jordan H. Peters (Trustee)
Freeborn & Peters
Dixie Lee Peterson (Trustee)
Deputy General Counsel
Office of Legal Services
Ill. Dept. of Children & Family services
Martin R. (Ron) Riskin (Treasurer)
Pacific Commonwealth Group, Inc.
James F. Sullivan (Trustee)
Ziegler Capital Management, LLC
as of 11-1-05
SECTION 1. Management.
The management of the corporation shall be vested in a Board of Trustees consisting of twenty-two members; if practicable, five of the Trustees shall be alumni or alumnae of John Marshall. The number of Trustees may be increased or decreased from time to time by amendment of the corporation's by-laws.
SECTION 2. Trustees.
Each elected Trustee shall hold office for a period of three (3) years and until his or her successor shall have been duly elected and qualified. As far as practical, approximately one-third of the Trustees shall be elected each year.
SECTION 3. Executive Committee.
The Board of Trustees may create an Executive Committee which shall consist of five members, including the Board's President and Vice-President and three (3) members elected by and from the members of the Board.
SECTION 4. Meetings of the Board of Trustees.
The regular meetings of the Board of Trustees shall be held on the second Wednesday of each month in the City of Chicago, except that no regular meetings shall be held in the months of July and August. However, the President, in his or her discretion, may cancel any regular meeting, but he or she may not cancel more than three (3) consecutive regular meetings.
SECTION 5. Special Meetings.
The President, in his or her discretion, or a majority of the Executive Committee, or any seven members of the Board of Trustees, may call a special meeting of the Board by giving at least five days advance written notice to each member of the Board, specifying the time, place, and purpose of the meeting.
SECTION 6. Annual Meeting.
The annual meeting of the Board of Trustees shall be the regular meeting of the Board of Trustees held on the second Wednesday of the month of May, unless the Board determines otherwise.
SECTION 7. Quorum.
A majority of the Board of Trustees shall be necessary to constitute a quorum for the transaction of business at any meeting. Any action taken or authorized by a vote of a majority of the Trustees present at any meeting duly called and convened at which a quorum is present, shall have the same force and effect as if all the Trustees had been present and had taken or authorized such action.
SECTION 8. Waiver of Notice.
Any Trustee may waive notice of any meeting, and attendance of such Trustee at any meeting shall constitute a waiver of notice of such meeting.
Article IV Trustees
SECTION 1. Election Procedure.
(a) Nominating Committee.
Sixty (60) days or more prior to the annual meeting of the Board of Trustees, the President shall appoint a Nominating Committee of three (3) members and a chairman from those appointed: only two (2) nominating committee members need be members of the Board of Trustees.
Within twenty-one (21) days after the appointment of the Nominating Committee, the Committee shall file with the Secretary its report which shall specify the name of the nominees selected by the Committee as candidates for the office of Trustee.
(b) Other Nominations.
During a period of ten (10) days next following the filing of the list of nominees with the Secretary, other nominations may be made by petition by at least thirty (30) John Marshall alumni or alumnae. Within ten days thereafter the Secretary shall prepare a ballot showing the names of all candidates who have been nominated for election to the Board of Trustees.
(c) Annual Meeting - Board of Trustees.
At the annual Meeting of the Board of Trustees, the first order of business shall be the announcement by the Secretary of the names of persons nominated for membership on the Board of Trustees. After such announcement, the Board shall proceed with the election; after the election process has been completed, the President or Board member presiding over the election shall immediately announce the results of the election and the term for which each Trustee has been elected. The terms of the Trustees whose election has been announced shall begin at that meeting.
SECTION 2. Vacancies.
Any vacancy occurring on the Board of Trustees shall be filled by election by the Board of Trustees at the next regular meeting after the vacancy has occurred. The Trustee elected to fill the vacancy shall serve for the unexpired term of the Trustee whose seat on the Board has been vacated.
SECTION 3. Salaries and Compensation.
No Trustee shall receive any remuneration for his or her services as Trustee, but may be reimbursed for reasonable and necessary expenses, if any, incurred in the discharge of duties as such Trustee.
SECTION 4. Monetary Powers.
The Board of Trustees shall designate the Trust Companies or banks in which the monies or securities of the corporation shall be deposited and designate the manner in which the funds of the corporation are to be invested.
Article V Officers
SECTION 1. Officers of the Corporation.
The executive officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Trustees), a Treasurer and a Secretary; all of them shall be members of the Board of Trustees and elected at the annual meeting of the Board of Trustees or at the regular meeting immediately subsequent to the annual meeting. They shall continue in office for one year and until their successors have been elected and qualified. The Board may also appoint such other officers as may from time to time be deemed desirable.
SECTION 2. The President.
The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Trustees, in general, supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the Board of Trustees. He may sign, with the Secretary or any other proper officers of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by the Board of Trustees to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The President, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
SECTION 3. The Vice President.
In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event of his death, inability or refusal to act, the Board member with the longest continuous service on the Board of Trustees) shall perform the duties of the President and, when so acting, shall have all powers of and be subject to all the limitations upon the President's powers. The Vice President (or in the event of his death, inability or refusal to act, the Board member with the longest continuous service on the Board of Trustees) may perform such other duties as from time to time may be assigned to him by the President or the Board of Trustees.
SECTION 4. The Treasurer.
The Treasurer shall have general oversight over all funds and securities of the corporation. He shall be authorized to endorse, or cause to be endorsed in his or her name, on behalf of the corporation, all checks, notes or other obligations and evidence of the payment of money paid by the corporation coming into his or her possession, or other officers or employees. The Treasurer shall see that all funds received by or on behalf of the corporation are promptly deposited in such banks or trust companies as may be selected as depositories of the corporation by the Board of Trustees, and shall also see that all securities are placed in safe-keeping in the manner directed by the Board of Trustees. The Treasurer shall pass on the system of accounts and reports and provide for general overseeing and audit thereof. The report of each such audit shall be submitted to the Board of Trustees. The Treasurer shall perform all duties which are incident to the office of Treasurer of a corporation not for profit, subject, however, at all times to the direction and control of the Board of Trustees. The Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety as the Board shall direct.
SECTION 5. The Secretary.
The Secretary shall keep the records of the corporation under the supervision of the President and the Board of Trustees. He or she shall prepare minutes of the meetings of the Board of Trustees, and send copies of such minutes to each of the Trustees. He or she shall keep a register of the name and post office address of each member of this corporation. He or she shall have charge of and safely keep all such additional books and papers as the Board of Trustees may direct. The Secretary shall have custody of the seal of the corporation and affix such seal to all documents, the execution of which, on behalf of the corporation under its corporate seal, has been duly authorized in accordance with these by-laws. He or she shall, in general, perform all such duties as are incident to the office of a Secretary of a corporation not for profit under the laws of the State of Illinois.
Article VI Administrative Officers
SECTION 1. Designation of Administrative Officers.
The administrative officers of the corporation shall be appointed by the Board of Trustees, and shall be a Dean, one or more Associate or Assistant Deans, a Director of Divisions, and may include a Controller, a Building Engineer and a Registrar.
The Board may appoint such other administrative officers as it shall deem necessary. Such administrative officers shall not be members of the Board of Trustees; such appointees shall hold their office for such term and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Candidates for all administrative offices, except that of Dean, shall be nominated by the Dean and such nominations shall be submitted to the Board of Trustees for approval or disapproval.
SECTION 2. Salaries.
The salaries of the administrative officers shall be recommended by the Dean and submitted to the Board of Trustees for approval or disapproval.
SECTION 3. Removal.
Any administrative officer chosen by the Board of Trustees may be removed at any time by the affirmative vote of a majority of the Board of Trustees present, at any duly constituted meeting whenever, in its judgment, the best interests of the corporation will be served thereby.
SECTION 4. The Dean.
The Dean shall be the official advisor and executive agent of the Board of Trustees. He or she shall attend all meetings of the Board of Trustees and shall be responsible to the Board of Trustees for the entire operation of The John Marshall Law Center and the management of the property of the corporation. He or she shall formulate and present to the Board of Trustees an annual budget and exercise general supervision over the operation of the budget. He or she shall submit to the Board of Trustees financial reports and other matters requiring the attention of the Board. The Dean shall select all other administrative officers and members of the faculty and recommend them to the Board for appointment. In case of emergency, he or she may make appointments of such administrative officers and members of the faculty so that the work of the corporation shall not be interrupted. Such appointments so made shall be subject to confirmation of the Board. He or she shall arrange courses and the general plan of course schedules, and deal chiefly with the general policies and major problems of property, students and staff. He or she shall look after convocations and commencements and be responsible for public and alumni relations.
SECTION 5. Associate and/or Assistant Dean.
The Associate and/or Assistant Dean or Deans shall be selected for nomination by the Dean. He or she shall be responsible to and work under the general supervision of the Dean. He or she shall supervise the admissions program and registration; arrange course schedules; select classrooms; notify faculty members of hours and location of classes; post notices of meetings and related matters. He or she shall act as student counselor and advisor to student organizations; supervise the library and aid students in securing employment. He or she shall, in the absence from duty or inability to act of the Dean, have all the powers and shall exercise all the functions of the Dean, unless otherwise indicated by the Board of Trustees.
SECTION 6. Directors of Divisions.
The Directors of Divisions of the School, such as the Intellectual Property and Taxation Divisions, and such others as may be organized, shall have the title of Director and shall be responsible for the general operations of such Division, reporting to the Dean.
SECTION 7. Controller.
The Controller shall be responsible to the Dean and shall report to the Dean, Associate Dean and Treasurer. He shall keep the financial records of the corporation, make out all financial statements, engage, under the overall supervision of the Board of Trustees and the Dean, in the management of the financial affairs or the corporation, supervise and direct his or her staff, act in those instances as determined by the Board of Trustees or the Dean as the purchasing agent of the corporation, and, in general, perform all duties normally performed by a Controller working in an Illinois not-for-profit corporation.
SECTION 8.
The duties of the administrative officers herein set forth in this article are intended to be typical and not exclusive. The Dean may make such redistribution of the assignment of functions and responsibilities as may from time to time be necessary in general accord with the principles herein stated and any new functions which may arise shall be allocated by the Dean in general accord with such principles.
Article VII Indemnification of Officers, Trustees, Employees and Agents
SECTION 1. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a trustee, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
SECTION 3.
To the extent that a trustee, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this article, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
SECTION 4.
Any indemnification under Sections 1 and 2 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the trustee, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections 1 and 2. Such determination shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.
SECTION 5.
The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement or disinterested trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 6.
The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a trustee, officer, employee or gent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this article.
Article VIII Fiscal Year
The fiscal year and business year of the corporation shall commence on the first day of September in each year, and terminate on the thirty-first day of August of the following year.
Article IX General Provisions
SECTION 1. Dissolution.
If at any time the dissolution of this corporation is authorized pursuant to the General Not-For-Profit Corporation Act of the State of Illinois, the Board of Trustees then holding office as such shall distribute the assets of the corporation remaining after payment, satisfaction and discharge, or adequate provision therefore, of all liabilities and obligations of the corporation, in accordance with the requirements of said Act. The Board of Trustees shall incur no personal liability for failure to ascertain, after a reasonable examination, the existence of any contributor.
SECTION 2. Remaining Assets.
If any assets of the corporation remain after making the payments as provided in Section 1 of this Article, such assets shall be transferred or conveyed to a domestic or foreign corporation, charity or organization engaged in activities substantially similar to those of this corporation, pursuant to a plan of distribution as provided in the General Not-For-Profit Corporation Act of the State of Illinois.
Article X Amendment to Articles of Incorporation
SECTION 1: Manner of Effecting.
The Articles of Incorporation of this corporation may be changed or altered pursuant to the statutes of the State of Illinois. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-third of the votes of the members of the Board of Trustees present or represented by proxy at a regular or special meeting, provided, however, that such amendment shall not become effective until a certificate of amendment is issued by the Secretary of State of the State of Illinois.
Article XI Amendment to By-Laws
SECTION 1. Manner of Effecting.
The By-Laws of the corporation may be repealed, modified, altered or amended at any meeting of the Board of Trustees, by a majority vote of the Board, provided, however, that no repeal, modification, alteration or amendment may be adopted at the regular or special meeting where introduced unless the Secretary, at least fourteen (14) days before such meeting, shall have mailed to each Trustee a copy of such proposed amendment.
In addition to the Board of Trustees, The John Marshall Law School also maintains an advisory board composed of members of the law community and other law schools. This board, The Board of Visitors, meet several times a year and reviews the law school's activities and makes recommendations.
BOARD OF VISITORS
Honorable Everette Braden
Dawn Chamberlaine
Prof. Sherman Cohn
Georgetown University
Law Center
Mr. Philip Crihfield (President, BOV)
Sidley & Austin
Jon W. DeMoss, President
ISBA Mutual Insurance Co.
Susan C. Haddad
Attorney at Law
Richard Kippen
Honorable Charles P. Kocoras
Chief Judge, United States District
Court for the Northern
John Lee
Asst. Regional Director
United States Securities & Exchange Commission
Prof. John A. Maher
The Pennsylvania State University
The Dickinson School of Law
Florence Miner
Joseph A. Morris
Morris & De La Rosa
Mark Pedowitz
California Western School of Law
Honorable Jesse G. Reyes, Assoc. Judge
Ms. Pamela L. Shu
Senior Regional Attorney
Nat’l Assn. of Securities Dealers Regulations
(NASD Regulations)
James F. Sullivan
Ziegler Capital Managemen, LLC.
Associate Dean Peter Winograd
University of New Mexico
School of Law
Mr. Steven Yonover
Law Offices of E. Steven Yonover
as of 1/1/06
Copyright © 2008, The John Marshall Law School