Chapter Bylaws

BYLAWS
OF
THE NEW YORK CHAPTER (THE "CHAPTER")
OF THE
ASSOCIATION OF CORPORATE COUNSEL ("ACC")
ADOPTED AS OF JUNE 22, 2004

Article I Goals and Activities of the Chapter -

A. The Chapter promotes the common professional and business interests of attorneys who are employed to practice law by corporations, associations, and other private-sector organizations by developing and disseminating information, providing educational initiatives, facilitating networking opportunities, supporting collegiality, and engaging in advocacy on behalf of the in-house bar.

B. The Chapter seeks to bolster ACC's role as the premier bar association serving the diversified needs of in-house counsel. To that end, the Chapter will attempt to:

* anticipate and understand the needs of the in-house bar;
* assist members to strengthen their own practices, to ensure the efficient delivery of services to their corporate clients, and to promote the value of in-house services;
* influence the practice of law as it affects the in-house bar; and
* deliver a mix of focused services, including information, education, networking and advocacy.

C. The Chapter shall work to

• ensure in-house attorneys have the opportunity to participate as full and equal members of the legal profession;
• advocate excellence among in-house practitioners, assisting them to effectively represent their clients and efficiently deliver services;
• advance the highest ethical standards governing the practice of law in a corporate setting;
• promote diversity and inclusiveness in its leadership, membership and staff, and encourage law departments, corporations and law firms to embrace diversity;
• encourage public service and a commitment to pro bono service; and
• foster a sense of collegiality, facilitating networking and interaction among members of the in-house bar; and create an atmosphere of professionalism, openness and candor among members.

D. The Board shall set such other strategic goals for the Chapter as are consistent with the role of the Chapter and the mission of ACC.

Article II Board of Directors

A. Board of Directors - The activities, property and affairs of the Chapter shall be managed, in accordance with rules of the ACC, by the Board, which shall consist of the President; one or more Vice Presidents; a Secretary; a Treasurer; and at least 3 At-Large Directors.

(1) At-Large Directors. At-Large Directors shall be elected to the Board of Directors by the members of the Chapter for a 3 year term, which shall be renewable for one additional 3 year term. The election of At-Large Directors to the Board shall take place at the annual meeting of the Chapter and shall be by vote of the members of the Chapter with a plurality of votes cast required for election. If any At-Large Director resigns from or otherwise leaves the Board before his/her term is finished, then the Board shall fill the vacancy; provided, that no At-Large Director shall be replaced or elected if the number of At-Large Directors is greater than 11. Nominations received from the Nominating Committee for candidates for At-Large Directors shall be provided by the President or the Secretary to the members of the Chapter along with the notice of the annual meeting. Other nominations for At-Large Directors may be made in writing if signed by at least 10 members of the Chapter and delivered to the Secretary at least 7 days before the annual meeting, and these nominations shall be communicated by the Secretary to the members of the Chapter as soon as practicable

(2) Meetings.

(a) Regular Meetings - Regular meetings of the Board shall be held at such periodic intervals as the Board of Directors may deem appropriate. Normally, the Board shall meet immediately following the annual meeting of the Chapter. However, the Board shall meet in executive session (which shall not include Emeritus Directors or any employee of, or consultant to, the Board, including the Executive Director of the Chapter) no less frequently than 4 times a year. Notice of regular meetings shall be given to Board members with 14 days' notice. Any Board member who misses 2 consecutive meetings shall lose his/her Board position unless the Board or Executive Committee votes to reinstate such Board member for the duration of his/her term.

(b) Special Meetings - The President may call a special meeting of the Board at any time. A special meeting must be called on the written request of a least one-third (1/3) of the Board. Notice of a special meeting must state the purpose of the meeting and must be given at least five (5) days previous thereto.

(c) Quorum - The lesser of one-third (1/3) of the Directors or 7 Directors shall constitute a quorum for the transaction of business. A Director may attend a Board meeting and vote by proxy.

(3) Removal or Disqualification - Any Director may be removed for cause by the affirmative vote of a majority of the Board. Any Director who shall no longer be qualified for membership in the Chapter as set forth in Article VI shall, on the effective date of her or his ineligibility, cease to be a Director.

(4) Resignation - Any director may resign at any time by giving written notice to the President or the Secretary of the Chapter. Any such resignation shall take effect on the date or receipt of notice or at any later specified time, and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

B. Executive Committee - The President, Vice President(s), Treasurer, and Secretary shall constitute the Executive Committee of the Board, with power to make any Board decisions on an emergency basis or absent a quorum. Any such decisions shall be communicated to the Board as soon as practicable. Unless overturned by the Board, any decision by the Executive Committee shall be deemed ratified by the Board.

C. Other Committees - The Board shall establish a Nominating Committee and may establish such other functional, standing and special committees as it deems desirable, including:

(1) Nominating Committee - Annually, the Board shall appoint a Nominating Committee which shall consist of at least three members of the Chapter and who may also be Directors. In a timely manner, before the annual meetings of the Board and the Chapter, respectively, the Committee shall advise the Secretary of its nominations for officers and candidates for the vacancies in the At-Large Board positions to be filled at the next annual meeting. The Committee's report must be submitted in sufficient time to allow the Board to disseminate the nominations for directors to the membership and the nomination for officers to the members of the Board. The Nominating Committee shall strive to ensure that (a) large, medium-sized, and small legal departments are all represented on the Board and (b) at least 3 representatives employed by financial institutions, at least 2 representatives from entertainment/media/publishing companies, at least 2 representatives from manufacturing/apparel/retail companies, at least 2 representatives from real estate companies, at least 1 representative from a higher education institution, at least 1 representative from a healthcare company or foundation, and at least 1 representative from a business or consumer services/information company are all represented on the Board.

(2) Membership Committee. The Membership Committee shall consist of at least three members who shall be responsible for helping to stimulate increased membership and participation in the Chapter. The Chair of the Committee shall submit a quarterly report to the Board on the state of the Chapter's growth and thoughts on how to continue and expand the Chapter.

(3) Area of Law (Functional) Committees. Area of Law Committees shall be established, modified or terminated by the President with the approval of the Board as the interests of the membership of the Chapter dictate. The Chair of any such Committee shall liaise with any counterpart ACC committee that exists on a national level. A member of the Board shall be responsible for reporting on Committee activity to the Board on an annual basis.
(4) Committee Protocol - Except as otherwise provided by the Board, each Committee shall establish its own activities and rules of operation.

Article III Officers

The officers of the Chapter shall be a President; one or more Vice Presidents; a Secretary; and a Treasurer.

A. President - The President shall exercise general provision over all of the affairs of the Chapter. The President, or in the President's absence, a Vice President, shall preside over all meetings of the Chapter's membership and the Board. In their absence, a temporary presiding officer shall be elected from among the members of the Board present at the meeting.

B. Vice President(s) - The Vice President(s) shall perform such duties as from time-to-time may be assigned by the Board or the President. At the request of or in the absence of the President, the Vice President(s), in such order as the Board may determine, shall perform the duties of the President.

C. Secretary - The Secretary shall keep records of the Chapter as required by the Board. The Secretary shall arrange for the sending of notices of meetings to the members of the Chapter or the Board as may be required; prepare ballots for the election of Board officers and At-Large Directors, including the names of all candidates nominated by the Nominating Committee and Chapter members; and take responsibility for the counting of such ballots.

D. Treasurer - The Treasurer shall have custody of all Chapter funds and securities and shall keep in books belongings to the Chapter full and accurate accounts of all receipts and disbursements. S/he shall deposit all moneys, securities and other valuable effects in the name of the Chapter in such depositories as may be designated for that purpose by the Board. S/he shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to Directors at the regular meetings of the Board, and whenever requested by them, an account of all the Treasurer's transactions and of the financial condition of the Chapter. S/he shall also perform other duties as may be assigned to him/her by the President. The Board shall, if it desires, engage the services of an Assistant Treasurer at the request of the Treasurer. The Assistant Treasurer shall not be member of the Board, but shall attend such Board and/or Chapter meetings as requested by the Treasurer or the Board. The Treasurer's powers are subject to Article VII below.

E. Election and Term - All officers shall be elected annually by majority vote of the Board and shall hold office until their successors have been duly elected; vacancies in officer positions shall be filled by the Board, such officer to serve until the next annual meeting of the Chapter.

F. Nominations - Nominations received from the Nominating Committee for Board officer positions shall be considered at the annual meeting of the Board. Additional nominations may be made by any member by such member giving not less than 10 days prior notice to the Secretary of his/her intention to make such nomination. Such notice shall set forth the name and employment background for the proposed nominees.

G. Removal or Disqualification - Any officer may be removed for cause by the affirmative vote of a majority of the Board. Any officer who shall no longer be qualified for membership in the Chapter as set forth in Article VI hereof shall, on the effective date of his or her ineligibility, cease to be an officer.

H. Resignation - Any officer may resign at any time by giving written notice to the President or to the Secretary. Any such resignation shall take effect on the date of receipt of notice or at any later specified time, and the acceptance of a resignation shall not be necessary to make it effective.

Article IV Executive Director

The Board shall engage an Executive Director who is accountable to the Board and who shall assist in carrying out the work of the Chapter. The Executive Director will be expected to attend all Board and Chapter meetings. The Board shall fix the Executive Director's compensation and evaluate the Executive Director's performance. The Executive Director shall report to the Board.

Article V Emeritus Directors

Emeritus Directors - Those persons who have served as At-Large Directors or officers of the Chapter may elect to become Emeritus Directors of the Chapter upon written notice to the President or Secretary and with approval of the Board, provided that they meet all Chapter membership requirements. Emeritus Directors may attend all Board meetings (except when the Board meets in executive session) and may serve as nonvoting members of any Chapter or Board committee. Emeritus Directors shall not be considered Board members or Directors for purposes of these Bylaws and shall have no other rights except as provided under this Article.

Article VI Chapter Membership Requirements; Chapter Meetings; Dues and Fees

A. All Chapter members must be members in good standing of ACC
whose place of employment is within the geographic boundaries of the Chapter as drawn by ACC or who, irrespective of their place of employment, reside within such boundaries.

B. Meetings of the Chapter

(1) (1) Annual Meeting - The annual meeting of the Chapter for the election of At-large Directors and Board officers and the transaction of any other of the Chapter shall be held at such time as the Board shall set. Notice of the annual meeting shall be provided to all Chapter members at least 20 days prior to the date of such meeting.

(2) Special Meetings - Special meetings of the Chapter may be called at any time by the President (or in the President's absence by a Vice President or the Secretary) or at the written request of at least 50 members of the Chapter.

(3) Quorum - The lesser of 50 members or 25 percent of the membership, represented in person or by proxy, shall constitute a quorum at meetings of the Chapter.

(4) Voting - Each member in good standing shall be entitled to one vote in the affairs of the Chapter. Proxy voting is permitted. Unless otherwise provided herein, an affirmative vote by a majority of those represented at a meeting at which a quorum is present shall be required to take action on matters properly before the meeting.

C. The dues for membership shall be that amount established from time-to-time by ACC per year per member. The Chapter may establish Chapter dues, Committee dues and fees for programs.

Article VII Chapter Funds

A. Contracts, Instruments - The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter. Such authority may be general or confined to specific instances.

B. Checks, Drafts, etc. - Except as provided by Board resolution, all checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Chapter shall be signed by the President and Treasurer.

C. Deposits - All funds of the Chapter not otherwise employed shall be deposited to the credit of the Chapter in such banks, trust companies, or other depositories or instruments as the Board may direct the Treasurer.

Article VIII Amendments; Notices

These bylaws may be amended by the affirmative vote of a majority of the Board or by the members of the Chapter at a meeting duly called for the purpose of amending these bylaws, providing notice of the proposed amendment(s) has been included in the notice of the meeting. Unless otherwise provided, notices required by these Bylaws shall be by mail, facsimile, e-mail, telephone, or such other generally accepted method.

Article IX Fiscal Year

The fiscal year of the Chapter shall begin on January 1 of each year or such other date as the Board may determine.

Article X Chapter Office; Distribution of Property on Dissolution

In the event of revocation of the charter of this Chapter by ACC or voluntary dissolution, and after the payment of outstanding debts and obligations, the Chapter's remaining assets shall be deemed the property of ACC.