American Bar Foundation

“The organization made the following updates to its bylaws during fye 8/31/15. Article iii section 4, notice of meetings, was updated to read as follows: written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by email, regular mail, or by any means permitted by applicable law, to each member entitled to vote at such meeting, not less than five (5) nor more than sixty (60) days before the date of such meeting, by or at the direction of the president, or the secretary, or the persons calling the meeting. In case of a special meeting, the purpose for which the meeting is called shall be stated in the notice. In the case of notice of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) days nor more than sixty (60) days notice shall be delivered. If mailed, the notice of a meeting shall be deemed delivered when deposited in the united states mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. If emailed, the notice of a meeting shall be deemed delivered upon electronic transmission of such correspondence addressed to the member at his or her address as it appears on the records of the corporation. Attendance at any meeting shall constitute waiver of notice thereof unless the member at the meeting objects to the holding of the meeting because proper notice was not given. If no record date is fixed by the board of directors for the determination of members entitled to notice of a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. Article iii section 6, quorum, was updated to read as follows: a majority of the members represented in person shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. If a quorum is present at a meeting of the members, a majority vote of the members at such meeting shall be the required vote to pass an action, unless another vote is expressly provided herein or by applicable law. Article iv, section 2, tenure, was updated to read as follows: elected directors shall serve terms of five (5) years. Elections shall be staggered such that, to the extent practicable, three of said fifteen directors shall be elected each year, with all such elections to be held at the annual meeting of the members. The five-year term of office for each elected director shall commence on the first day of the next fiscal year and terminate at the end of the fifth fiscal year after said election. Elected directors are eligible for reelection to serve an additional term of five (5) years. No director may serve a total of more than two (2) terms as an elected director, provided however that if (i) necessary to permit completion of a director's unfinished term as an officer of the corporation, said director may be elected to an additional term of not more than two years, and (ii) a director does not complete his or her five (5) year term, the members may elect a new director to serve for the outstanding duration of a vacant term pursuant to section 7 of this article. The fulfillment of such vacancy by the new director shall not disqualify him or her from serving two (2) full terms of five (5) years after completing the duration of the vacant term. Article iv, section 5, notice, was updated to read as follows: at least twenty (20) days' written notice shall be given of regular meetings of the board of directors, and at least five (5) days notice shall be given of special meetings. Such notice may be delivered by email, fax, mail, or by such other means as applicable law may permit. If by email or fax, such notice shall be deemed delivered when sent electronically to the email or fax address of”

“Additional updates to the bylaws are as follows: article iv, section 12, other committees, was updated to read as follows: other committees, and subcommittees thereof, not having or exercising the authority of the board of directors in the management of the corporation may be designated by the president, subject to the approval of the board of directors. Among these, one or more committees shall be designated to assist the board in its oversight of audit and financial matters. Article v, section 5, chief executive officer, was updated to read as follows: the board of directors may appoint and prescribe the duties of a chief executive officer, who shall hold office at the pleasure of the board of directors. The chief executive officer will be an employee of the corporation and will not be a member of the board of directors. The chief executive officer may appoint and prescribe the duties of other staff members of the corporation as the chief executive officer deems appropriate, each of whom shall be employees of the corporation, reporting to the chief executive officer or his or her designee.”

“The members of the corporation are the persons who from time to time are members of the board of governors of the american bar association. An annual meeting of the members is held in each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting.”

“An annual meeting of the members is held in each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting.”

“The board retains the services of an independent cpa firm to prepare the organization's form 990. Management reviews the completed form 990 and provides a full copy to all voting members of the governing body prior to filing. The chair of the finance committee and the treasurer of the governing body review the form 990 before filing. Their review includes a conference call discussion about the details of the form 990 with members of management and the cpa firm that prepares the returns.”

“Officers, directors and key employees are annually required to complete a conflict of interest disclosure statement. Potential conflicts are logged with and monitored by the director of operations.”

“A committee of the board of directors convenes to assist the board in determining the compensation of the foundation's director. The committee, consisting entirely of independent directors, considers the performance of the director and compensation for directors of similar organizations. This process is documented.”

“Governing documents and financial statements are available through applicable governmental agencies; the conflict of interest policy is available upon written request to the organization.”

“Change in postretirement benefits -336,108.”