BYLAWS OF THE

CONSORTIUM FOR UNDERGRADUATE LAW AND JUSTICE PROGRAMS

A CALIFORNIA PUBLIC BENEFIT CORPORATION

Article I. Name and Purpose

A. The name of the organization is the Consortium for Undergraduate Law and Justice Programs (the Consortium). Its principal place of business is the School of Law (Boalt Hall), University of California, Berkeley, Berkeley, California, 94720.

B. The purpose of the Consortium is to support and promote undergraduate programs in law and justice studies broadly conceived. Examples of such programs include, but are not limited to, undergraduate Legal Studies Programs, Law and Society Programs, Justice Studies Programs, Criminal Justice and/or Criminology Programs.

C. The Consortium’s purpose shall be pursued through, but shall not be limited to, such activities as the collection and distribution of information concerning the content, structure and curricular design of existing undergraduate law and justice programs; the formulation of guidelines and procedures designed to improve the operation and assessment of such undergraduate programs; the advising of faculty engaged in the creation and/or development of undergraduate law and justice programs; the mentoring of younger scholars teaching in such programs; and the provision of services (such as a newsletter and website) to facilitate communication and discussion among the Consortium’s constituent programs and other interested persons.

Article II. Nonprofit Status

A. The Consortium has been formed as a nonprofit public benefit corporation under the California Nonprofit Corporation Law purely for educational, charitable and public purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. No substantial part of the activities of the Consortium shall consist in the publication or dissemination of materials for the purpose of influencing or attempting to influence legislation, and the Consortium shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public.

B. The property of the Consortium is irrevocably dedicated to charitable and educational purposes, and no part of the net income or assets of the Consortium shall ever inure to the benefit of any director or officer of the Consortium or anyone associated with it or to the benefit of any private individual. Should the Consortium find it necessary to dissolve or in any other way wind up its affairs, all of its properties and assets shall be distributed and paid over to an organization dedicated to educational and/or charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

Article III. Makeup and Governance of the Consortium

A. The Consortium shall have no members as that term is defined in the California Non-profit Corporation Law (Corp. Code Section 5056). Nothing in this article shall be construed as limiting the right of the Consortium to refer to persons associated with it or who participate in its affairs as "members". No such reference shall constitute any person or entity a member within the meaning of Section 5056 of the Corporation Code.

B. The Consortium shall consist of constituent programs. Governance of the Consortium shall be in the hands of the Board of Directors, which shall be selected in the manner specified below.

C. Participation in the Consortium as a constituent program is open to all undergraduate programs in law and justice studies (broadly conceived). Individual scholars participate in the Consortium through the institutional membership of their undergraduate programs.

D. Any undergraduate law and justice program, broadly conceived, wishing to become a constituent program of the Consortium shall make application to the Secretary. Upon approval of any two Consortium Officers and the payment of dues to the Treasurer such program will be considered a constituent program.

E. Where a particular college or university offers more than one undergraduate program in law and justice studies each of which seeks to join the Consortium as a constituent program, payment of separate dues shall be required for each program.

F. Where several colleges or universities jointly operate a shared undergraduate program in law and justice studies that seeks to join the Consortium as a constituent program, a single payment of dues shall be required.

G. Decisions concerning the level of annual dues required for Consortium membership shall be made by the Consortium’s Board of Directors.

H. Each constituent program shall supply the Consortium with the name of a person designated to receive communications from the Consortium and with that person’s mailing address.

Article IV. Board of Directors

A. The activities of the Consortium are directed by the Board of Directors, which shall be "the governing body of the Corporation" as that term is used in Section 5047 of the California Nonprofit Corporation Law. It shall have all the rights, powers, privileges and responsibilities of such governing bodies.

B. The Board of Directors shall be made up of seven members, the three officers, who shall be members ex officio, and four others. Directors shall serve for two-year terms, which shall be renewable. Service terms shall normally begin at the time of election at the annual business meeting. When vacancies occur on the Board of Directors prior to the completion of a term of office, the President shall fill the vacant position by appointment until the next annual business meeting when an election for a new two-year term shall be held. Should a vacancy occur in the office of President, a majority of the remaining Board members shall appoint a successor who shall serve until the next annual business meeting.

C. The Board of Directors shall meet at least once a year and may hold its meetings anywhere. The presence of four Directors shall constitute a quorum for the transaction of business including voting. Directors shall receive at least two weeks notice of the holding of Board meetings. Members of the Board may participate in a meeting through the use of conference telephone calls or similar technology as long as all directors participating in the meeting are able to hear one another. Decisions of the Board of Directors shall be made by majority voting.

D. The Board of Directors may create any and all Board Committees it deems necessary for the promotion of the Consortium’s purposes or the execution of the Consortium’s programs and may also create staff positions. It may delegate to any of these Board Committees or to any person or persons such powers to manage the Consortium’s affairs and activities as it deems appropriate and as are permitted by law, provided that the exercise of such powers shall be under the ultimate direction of the Board.

E. Boards and committees may act by unanimous written consent of the directors or committee members without a meeting, but this type of action requires the approval of all members of the board or committee. Written consent may be in the form of documents signed by the directors, faxes thereof, or telegraphic communication.

F. Directors shall receive no compensation for their services on the Board, but the corporation is authorized to reimburse them for reasonable and necessary expenses incurred in connection with the performance of their duties.

Article V. Officers

A. The officers of the Consortium shall consist of a President, a Secretary, and a Chief Financial Officer (hereinafter Treasurer). Officers shall serve for two-year terms, which shall be renewable. The same person may serve as Secretary and Treasurer, but no person holding the office of President may simultaneously serve as either Secretary or Treasurer. Service terms shall normally begin at the time of election at the annual business meeting.

B. The President of the Consortium shall have responsibility to convene and chair meetings of the Board of Directors and the annual business meeting of the Consortium; to direct the implementation of Consortium policy; to appoint and staff all advisory committees and positions required to support the activities of the Consortium; and to prepare and present an annual report of the Consortium’s activities.

C. The Secretary shall have the responsibility to prepare and maintain a book of minutes of all meetings, proceedings and actions of the Board of Directors or committees of the Board, and of the annual business meeting, and to perform such other duties as are set forth in these Bylaws.

D. The Treasurer shall have responsibility to maintain and keep current and accurate all of the Consortium’s financial records and membership lists; to collect dues; to deposit all funds in the name and to the credit of the Consortium with such depositories as the Board may designate and to disburse the Consortium’s funds as the Board may direct; to prepare and present an annual report of the Consortium’s finances.

Article VI. Annual Business Meeting and Elections

A. The Consortium shall hold an annual business meeting, normally in conjunction with a professional or scholarly meeting that is of interest to the Consortium’s constituent programs. Notification to constituent programs of the location and time of the meeting (at a mailing address provided by each constituent program) shall be given by the Secretary no less than two months in advance of the meeting date. Distribution to constituent programs of a preliminary agenda for the annual business meeting shall be made by the Secretary no less than three weeks in advance of the meeting date.

B. The annual business meeting shall include a report of the Consortium’s activities by the President and a report of the Consortium’s finances by the Treasurer. The meeting shall be open to all faculty members associated with the Consortium’s constituent programs and all such faculty members shall have the privilege of the floor. The President may allow others to attend the annual business meeting and to have the privilege of the floor.

C. The election of new officers and of the four other members of the Board of Directors shall take place at the annual business meeting. Notification of such elections shall be given to the Consortium’s constituent programs by the Secretary no less than two months in advance of the meeting date. Nominations for the positions of President, Secretary and Treasurer and for the four directorships can be made in advance to the Secretary or at the annual business meeting.

D. Each constituent program of the Consortium shall have the right to designate one person to act as its representative at the annual business meeting and shall notify the Secretary of the Consortium of that person’s selection. The person designated as the representative of a constituent program shall have the right to cast one vote for a candidate for the office of President, one vote for a candidate for the office of Secretary, one vote for a candidate for the office of Treasurer and four votes for candidates for director positions at the annual business meeting.

E. Recommendations concerning the policies and activities of the Consortium may be adopted at the annual business meeting in the form of Resolutions. The adoption of a proposed Resolution requires a majority vote of the persons designated as the representative of a constituent program in attendance at the annual business meeting.

Article VII. Amendment of Bylaws

A. Any or all of these Bylaws may be amended or repealed and new Bylaws may be added by majority vote of the Board of Directors. Amendments to these Bylaws and new Bylaws shall become effective immediately upon their adoption by the Board unless a later time is specified in the amendment.

B. Constituent programs may recommend changes in these Bylaws at any time and such recommendations shall receive the serious consideration of the Board. If two-thirds of the Consortium’s constituent programs endorse a change in the Bylaws, that proposed change shall be voted on by the Board of Directors within one month of its submission to the Board for consideration.

C. No changes to these Bylaws shall be made by the Board of Directors without prior notification to and opportunity for comment by the Consortium’s constituent programs. The Secretary shall provide such notification and request for comment no less than one month in advance of the meeting at which a vote shall be taken on such proposals.

D. Changes in these Bylaws shall only be made at a regular or special meeting of the Board of Directors.