Corporate Legal Operations Consortium

“The corporation has 4 categories of membership, all of which are non-voting classes. The types are: (i) professionals employed by any type of organization to work in its in-house legal department ("individual members"); (ii) professionals employed by law firms and legal service providers that do not qualify for individual membership ("ecosystem members"); (iii) professors, deans, and other educators whose primary source of employment is within academia ("academia member"); and (iv) full-time students with an interest in corporate legal operations ("student members"). The rights and duties of members are set forth in article ii section 4 of the bylaws and limit voting to the board of directors acting in their capacity as directors (see article v).”

“Under the corporation's initial set of bylaws, the corporation had one class of members. All members had voting rights and thus, members had the right to reject the board's decision to elect or appoint one or more members of the governing body. In october, 2022, the corporation's bylaws were successfully amended by vote of the voting member class and the right of members to elect or appoint one or more members of the governing body was removed. As of october, 2022, only the board of directors (the governing body) has the right to elect or appoint one or more members of the governing body.”

“A digital copy of the draft form 990 will be circulated to the treasurer and executive director for approval, and if approved, will be included as a consent agenda item for the next quarterly meeting of the board.”

“Cloc has approved a conflict of interest policy that took effect november 8, 2019.”

“The organization has a documented criteria and compensation committee comprised of independent board members who are not employees or involved in executive duties. This committee performs an annual review and then conducts a vote where all board members approve each separate compensation and recuse themselves from the vote on their own compensation amount. The first vote was documented december 31, 2018 and has continued annually going forward. The process described here was last completed in 2023.”

“The organization makes its governing documents and financial statements available to the public upon request. The governing documents are also available on the website at www.cloc.org/bylaws.”