Approved September 1, 2011
Amended November 8, 2021
Amended January 4, 2023
Amended May 6, 2023
PART I: CREATION AND ORGANIZATION
The National Legal Mentoring Consortium (“NLMC” or “Consortium”) and its Advisory Council are hereby established.
1-102. Effective Date of Bylaws.
These Bylaws, as amended November 8, 2021, and January 4, 2023, are effective as of January 24, 2023.
1-103. Mission and Purposes.
The mission of the NLMC: Through effective mentoring programs, help lawyers, law students, and legal professionals integrate into the legal profession and become and remain successful professionals of good character.
The purposes of the National Legal Mentoring Consortium are:
• to encourage mentoring in the legal profession;
• to provide a venue for the exchange of ideas related to mentoring in the legal profession;
• to provide resources to aid in the successful creation and operation of mentoring initiatives within law firms, bar organizations, law schools, courts, and other entities within the legal profession.
The purposes of the NLMC Advisory Council are to advise and support the NLMC in its operation, programming, and fundraising.
1-104. Organization, Funding.
The National Legal Mentoring Consortium is a nonprofit corporation organized under Michigan law; the NLMC is housed administratively at the Cooley Law School, which will support the webpage, maintain funds, operate the listserv, and provide such other administrative support as it deems necessary to help the Consortium carry out its purposes. The Consortium may take no action that violates or compromises the nonprofit status of the Cooley Law School.
NLMC operations will be funded through membership dues, contributions from sponsoring organizations, and donations.
Upon the dissolution of this organization, assets shall be distributed to Cooley Law School for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
PART II: MEMBERSHIP
Membership in the National Legal Mentoring Consortium should reflect a broad diversity of background and experience to better achieve the Consortium’s purposes, and should include members from law schools, private and public sector law practice, bar organizations whether mandatory or voluntary, judiciary and court organizations and commissions, professional lawyer organizations, and legal professionals. Membership consists of Active Members afforded such privileges and responsibilities as established by the Membership Committee and such other classes of membership as may be approved pursuant to these Bylaws or through action of the Board of Directors.
Active Members: Active members may include individual lawyers, legal professionals, and organizational members. In the case of organizational members, the organization may, from time to time, appoint a single representative for purposes of voting. Only Active Members may vote or hold office.
Membership in the NLMC Advisory Council shall be determined by the NLMC Board of Directors.
PART III: GOVERNANCE
3-101. Board of Directors.
Advice and Oversight. The advisory and oversight responsibility for the Consortium shall be vested in a Board of Directors. Advice may also be sought from the Advisory Council.
Members, Terms. The Board of Directors consists of:
(1) the Chair
(2) the Vice-Chair
(3) the Secretary
(4) the Treasurer, and
(5) the Director of the Consortium,
and up to eleven at large members. The initial Executive Committee members will be appointed by the Chair, Vice-Chair, Secretary, Treasurer, and the Director, and will serve a minimum term of 2 years. Terms will run concurrent with the Consortium’s Fiscal Year, September 1- August 30, and Executive Committee members may serve consecutive terms. Future Executive Committee (Board of Directors as of 1/4/2023) members will be elected by majority vote of the Board of Directors, which will have the discretion to establish staggered terms of appointment.
Officers of the Consortium. Officers are the Chair, Vice-Chair, Secretary, Treasurer, Director, and such other officers as the Board of Directors members deem appropriate.
Terms of Office and Responsibilities. The Chair and Vice-Chair will be elected by the Board of Directors for a term of 2 years. The Chair may serve consecutive terms in such office with consent from a majority of the Board of Directors officers. The Chair presides at all meetings and performs such duties as delegated to them by the Board of Directors. The Vice-Chair assumes the duties of the Chair in the absence of the Chair or vacancy during the Chair’s term.
The Secretary is a voting member of the Consortium and will be elected by majority vote of the Board of Directors. The Secretary maintains the records of the Consortium and acts as secretary for meetings of the Consortium and its Board of Directors.
The Treasurer is appointed by the Director or Chair of the Board of Directors, serves ex-officio, and is responsible for all financial matters pertaining to the Consortium.
The Director of the NLMC is the Board of Directors member from the entity that administratively houses the NLMC website, listserv, and funds, and holds the position of Director as long as that entity houses the NLMC. The Director may function as Treasurer during a vacancy in that position. The Director is a permanent voting member of the Board of Directors and is not subject to terms of appointment.
Vacancies. Except for vacancies in the Chair position, vacancies on the Board of Directors will be filled by appointment by a majority of the Chair, Vice-Chair, Secretary, and Director for any unexpired term.
3-102. Advisory Council. The NLMC Advisory Council meets annually and its members are available to 1) advise the NLMC Board of Directors on trends and needs in legal mentoring, 2) assist in fundraising at the direction and oversight of the Chair, 3) help grow the membership of the Consortium, and 4) support the efforts of the Consortium. The Chair of the Board of Directors may appoint members to the Advisory Council, as approved by the Board of Directors.
Annual Report to NLMC Advisory Council. The Chair, on behalf of the Board of Directors and all Consortium members, will deliver an annual written or oral report on the activities of the Consortium to the NLMC Advisory Council.
PART IV: COMMITTEES
Creation of Committees. To further the work of the Consortium, the Board of Directors may create standing and/or special committees, which will be composed of such members, serving such terms, appointed in such manner, and having such duties as the Board of Directors may direct.
Purpose of Committees. A statement of purpose of each committee shall be published on the website of the NLMC.
Membership Committee. A Membership Committee is established by these Bylaws and will perform duties as directed by the Board of Directors and by these Bylaws.
PART V: MEETINGS
Consortium Meetings. To further the work of the Consortium, the Board of Directors may call such meetings of the Consortium at such times and locations as it shall designate.
Board of Directors Meetings. To further the work of the Consortium, the Chair, the Director, or a quorum of Board of Directors members may call such meetings of the Board of Directors at such times and locations as they shall designate.
Committee Meetings. Each Committee, whether standing or special, shall meet, as often as necessary to perform its duties, upon the call of the Committee Chair for such Committee.
Conduct of Meetings. All meetings may be conducted in person or by any means of communication by which all persons participating may simultaneously hear each other. Furthermore, all meetings of Committees or the Board of Directors may be conducted by correspondence or otherwise in writing (including electronically) without assembling in person at any particular place.
Rules. All meetings shall be conducted in accordance with these Bylaws and, where no provision is made, then in accordance with Robert’s Rules of Order.
Majority Vote. Unless otherwise provided, all committee and other action shall be by simple majority vote of those participating.
PART VI: PROPOSALS & PUBLICATIONS
Proposed Mentoring Standards. No proposed rules, regulations, standards, or policies pertaining to mentoring in the legal profession shall be recommended, approved, or disapproved in the name of the Consortium unless a report is made by an appropriate committee and action is taken by a vote of a majority of the Board of Directors members at a duly convened meeting of the Board of Directors.
Proposed Publications. No publication shall be distributed, published, or publicly endorsed in the name of the Consortium unless a report is made by an appropriate committee and unless such action is taken by a vote of majority of the Board of Directors members at a duly convened meeting of the Board of Directors.
PART VII: AMENDMENTS
7-101. Amendments to Bylaws.
These Bylaws may be amended only at a meeting of the Consortium’s Board of Directors with reasonable notice and period for comment. A Motion to Amend requires a majority vote of members of the Board of Directors.