FBA Constitution

The Constitution of the Federal Bar Association

Article I
Article II
Article III
Article IV
Article V
Article VI
Article VII
Article VIII
Article IX
Article X
Article XI
Article XII
Article XIII
Article XIV
Name and Location
Seal, Insignia, and Logos
Mission Statement, Vision, and General Objectives
Membership
Officers, Directors and Delegates: Nomination, Removal, & Duties
Board of Directors
National Council
Divisions
Sections
Chapters
Annual Meeting of the Association
Dues
Authority Regarding Bylaws
Amendment to the Constitution

Article I - Name and Location

Section 1. Name. The name of this organization is "The Federal Bar Association" (hereinafter, "Association"). The Association is chartered under the laws of the District of Columbia and was established on January 5, 1920. The name may not be copied, used, or issued by anyone for any purpose except as authorized by the Board of Directors.

Section 2. Location. The headquarters of the Association shall be at a site to be determined by the Board of Directors. Chapters of the Association shall be located in such cities of states, commonwealths, territories, possessions, and foreign countries as are approved by the Board of Directors under this Constitution.

Article II - Seal, Insignia, and Logos

Section 1. Design. The official seal and insignia of the Association comprise a representation of the Goddess of Justice standing before the United States Supreme Court Building, all within two concentric circles. Within the outer circle appear the words, "The Federal Bar Association, January 5, 1920." The Board of Directors may adopt such logos for the Association as it shall deem appropriate.

Section 2. Use By the Association. As authorized by the Board of Directors, the insignia and logos may be used by the Association on jewelry, stationery, displays, publications, and the like.

Section 3. Use by Others. The insignia and logos may not be copied, used, or issued by anyone other than the Association for any purpose except as authorized by the Board of Directors.

Article III - Mission Statement, Vision, and General Objectives

Section 1. Mission Statement. The mission of the Association is to strengthen the federal legal system and administration of justice by serving the interests and the needs of the Federal practitioner, both public and private, the federal judiciary and the public they serve.

Section 2. Vision Statement. The Association will be recognized as the premier bar association serving the Federal practitioner and judiciary.

Section 3. General Objectives. The general objectives of the Association are as follows (not listed in order of priority; each objective is equally important in accomplishing the mission of the Association):

a. To serve as the national representative of the Federal legal profession;

b. To promote the sound administration of justice and the integrity, quality and independence of the Federal judiciary;

c. To enhance the professional growth and development of members of the Federal legal profession and promote high standards of professional competence and ethical conduct, including through the provision of quality education programs;

d. To promote the welfare of attorneys and judges in the Federal legal profession, including advocacy in accordance with the mission of the Association and provision of meaningful services and benefits through membership in the Association;

e. To support the members of the Association including through promoting professional and social interaction, notifying and educating members as to developments in their respective fields of interest, encouraging member involvement in activities of the Association, and providing opportunities for members to assume leadership roles in the Association; and

f. To promote diversity throughout the legal profession and the Federal Bar Association.

Article IV - Membership

Section 1. Active Membership. Any person admitted to the practice of law before a Federal court, or a court of record in any of the several states, commonwealths, territories or possessions of the United States or in the District of Columbia or any tribal court of record, and in good standing where so admitted, shall be eligible for active membership in the Association and may maintain membership in  a Chapter and one or more Sections and/or Divisions; provided such person:

a. has a substantial interest in or participates in the area of Federal law; or

b.  is or has been an officer or employee of the United States or of the District of Columbia and, while so serving, performs or has performed the work of a legislator, judge, lawyer, or member of a quasi-judicial board or commission.

Section 2. Honorary Membership. Honorary members of the Association, as hereinafter provided, shall be exempt from payment of dues but shall have full rights and privileges of membership:

a. The Chief Justice of the United States and Associate Justices of the Supreme Court of the United States shall be offered honorary membership in the Association;

b. Any person who has rendered conspicuous service to the United States Government or to this Association may be elected to an honorary membership by vote of three-fourth’s of the members of the Board of Directors then present;

c. Any judge of the Federal courts established under Article III of the Constitution of the United States, any United States Bankruptcy Judge and any United States Magistrate Judge may be elected to honorary membership in the Association by any Chapter located within the territory of the Circuit in which that judge serves. Such membership shall continue so long as the Judge serves in active, senior, or retired status. 

Section 3. Associates. Subject to such limitations as are contained in the Bylaws of the Association, any person is eligible to become an associate of the Association, as hereinafter provided. Such an associate may also maintain association with any one or more Chapters, Sections, and Divisions. However, such associate is not a member of the Association; accordingly, in no event may such associate vote or hold any elective office in the Association or in any Chapter, Section, or Division thereof.

a. Foreign Associate. Any person who is admitted to practice law before a court or administrative tribunal of a country other than the United States of America is eligible to become a foreign associate of the Association.

b. Law Student Associate. Any law student actively enrolled in an accredited law school and not admitted to the practice of law before a Federal court or a court of record in any of the several states, commonwealths, territories, or possessions of the United States or in the District of Columbia is eligible to become a law student associate of the Association.

Section 4. Expulsion. Subject to such due-process limitations relating to notice and opportunity for hearing as are contained in the Bylaws of the Association, the Board of Directors may expel for good cause any member or associate of the Association by a majority vote of the members of the Board of Directors then present. Subject to procedures as are contained in the Bylaws of the Association, any member or associate who has been expelled by the Board of Directors pursuant to this Section shall have the right to appeal from that decision to the National Council of the Association at its next regularly scheduled meeting.

Article V – Officers, Directors and Delegates: Nomination, Removal, and Duties

Section 1. Elective Officers, Directors and Delegates. The elective officers and directors of the Association shall assume their respective offices at the beginning of the fiscal year to which they are elected and shall serve through the end of the fiscal year in which their terms expire or until their successors shall have been installed in office.  The Association shall have three National Officers:  President, President-elect, and Treasurer.  No one may serve as a National Officer unless that person is a member of the Association in good standing and has served as a voting member of the Board of Directors for at least three years. The elective officers and directors of the Association shall be as follows and in the order named and shall be elected to terms of office as indicated:

a. The President, who shall be elected only in those years when there is no President-elect to succeed to that office. The President shall also serve as a director.

b. The President-elect, who shall be elected annually as hereafter provided and who shall succeed the President at the expiration of the latter’s term. The President-elect shall also serve as a director.

c. The Treasurer, who shall be elected annually as hereafter provided. The Treasurer shall also serve as a director.

d. Twelve additional directors, who shall be elected to staggered terms of three years as  provided in the Bylaws of the Association. A member appointed to serve the remaining period of a term to which another person was elected, at the conclusion of that partial term, may stand for election for a full three-year term.  No director shall serve more than two elected three-year terms (which terms must be non-consecutive) on the Board exclusive of any term based upon service as a National Officer. A person shall not be eligible to serve as a voting member of the Board of Directors following service as National President.

e. Two Vice Presidents for the Circuit for each Federal judicial circuit, who shall be elected for staggered terms of two years by the members within that Circuit. No Vice President for the Circuit shall serve more than three full terms.

f. The Delegate or Delegates to the House of Delegates of the American Bar Association, who shall be elected to terms of office for the number of years then provided for members of the House of Delegates by that association. When the American Bar Association authorizes the Association an increase in the number of delegates to that association’s House of Delegates, the President promptly shall appoint such additional delegate or delegates with the approval of the Board of Directors at its next regular meeting, to hold office until the next annual election.

Section 2. Eligibility. All members of the Association at the time of nomination, whose dues are paid for the current fiscal year and who otherwise are in good standing, and meet all other qualifications, as may be required by this Constitution, Bylaws, and policies of the Association, shall be eligible as candidates for any elective office (including directors) as prescribed in Section 1 of this Article.

Section 3. Nominations. Candidates for elective offices of the Association as prescribed hereinbefore may be nominated for office either by the Nominations and Elections Committee or by petition filed in accordance with this section.

a. The Nominations and Elections Committee shall nominate one or more members, who meet all qualifications and are in good standing, for each of the elective offices (including directors) becoming vacant during the upcoming fiscal year, and each such nominee shall be listed on the ballot as a candidate for the particular office.

b. Each nominee by petition shall be listed on the ballot as a candidate for the particular office for which nominated. A candidate nominated by petition must be endorsed by not less than 50 members, except that a candidate for Vice President for the Circuit must be endorsed by not less than 20 members of Chapters and/or members at large of the particular Circuit. No member shall be eligible as an endorser of a petition whose dues are not paid for the current fiscal year or who is not otherwise in good standing. Each petition may propose nominees for one or more offices; however, in no event shall any member be eligible as an endorser of more than one candidate for the same office.

Section 4. Removal from Office. Any officer may be removed from office for delinquency, inefficiency, neglect of duty, or for other good cause in the same manner and subject to the same due-process limitations as described in Article IV, Section 4, for the expulsion of a member. Any officer so removed shall have the same right of appeal from that decision to the National Council of the Association as described in that Section for an expelled member.

Section 5. Vacancies in Office.

a. In case of death, resignation, or removal of the President, the President-elect shall succeed to that office for the remainder of the term and then shall serve as President during the following term. In case of the death, resignation, or removal of the President-elect between the close of nominations and the annual election, the newly elected President-elect shall assume the office of President for one term only; and, thereafter, a President shall be elected at the next election as provided in Section 1.a. of this Article. In case of death, resignation, or removal of both the President and the President-elect in the same term, the Treasurer shall serve as acting-President until the next regular meeting of the Board of Directors; at such meeting, the Board of Directors shall select an acting-President to serve for the balance of the term.

b. Vacancies in the office of President-elect shall not be filled.

c. In case of death, resignation, or removal of any other officer, the President shall promptly fill such vacancy by appointment, subject to the ratification of the Board of Directors at its next regular meeting.
 
d. If upon the close of annual elections as prescribed herein and in the Bylaws of the Association no officer, director, or delegate is duly elected, the President shall fill such vacancy by appointment, subject to the ratification of the Board of Directors, except as provided in Section 5b herein.

Section 6. Duties of Officers and Directors.

a. The President shall be the Chief Executive Officer of the Association and the Chairperson of the Board of Directors and National Council. The President shall perform such other duties as properly pertain to the office or as may be required under this Constitution and the Bylaws of the Association.

b. The President-elect shall perform the duties of the President in the latter’s absence or inability to discharge the duties of that office and shall perform such other duties as may be required by the President, this Constitution, or the Bylaws of the Association.

c. The Treasurer shall generally be responsible to oversee the financial affairs of the Association.   The Treasurer shall have the assistance of the Executive Director and staff of the Association as designated by the Executive Director.  The financial affairs of the Association shall include but not be limited to collection and receipt of all moneys due the Association; depositing the same to the credit of the Association in such financial institutions as may be designated by the Board of Directors; maintaining information available to the Board of Directors relating to the dues status of each member of the Association; and notifying each member each year of the status of that member’s national dues for the ensuing fiscal year. Under the direction of the Treasurer, the Association shall keep an itemized record of all moneys received, by whom paid, and for what purpose; and shall submit to the Board of Directors and the National Council, whenever requested by either and at the end of the fiscal year, a financial report in writing including, if requested, a list itemizing all receipts and disbursements for the year. The Treasurer shall make all books, vouchers, and records available to the Audit and Budget & Finance Committees and shall perform such other duties as properly pertain to the office or as may be required by the President, this Constitution, or the Bylaws of the Association.

d. The Directors shall perform all duties as may be required for members of the Board of Directors by the President, this Constitution, or the Bylaws of the Association.

e. Each Vice President for the Circuit shall serve as liaison with all Chapters within that officer’s Circuit; shall serve as counselor and advisor for such Chapters in the promotion of their welfare; shall undertake and supervise creation of new Chapters and reactivation of inactive Chapters in that officer’s Circuit as appropriate; shall represent that officer’s Circuit on the National Council; and shall perform such other duties as properly pertain to the office or as may be required by the President, this Constitution, or the Bylaws of the Association.

f. The Delegate or Delegates to the House of Delegates of the American Bar Association shall represent the Association in the House of Delegates of that association and in such other matters before that association as the Board of Directors or National Council may direct.

Article VI - Board of Directors

Section 1. Composition. The Board of Directors shall consist of the President, President-elect, Treasurer and the twelve elected directors. When any of the following have not been elected to the Board, they will by virtue of their position serve as ex officio members of the Board without a vote: Chair of the Vice Presidents for the Circuits, Chair of the YLD, and Chair of the Sections and Divisions Council.

Section 2.  Qualifications of Directors.  Twelve members of the Board of Directors shall be elected by the Association in accordance with the qualifications and procedures established in the Bylaws of the Association. 

Section 3. Duties and Powers.

a. The Board of Directors shall have full power and authority to function as the governing body of the Association and, in connection therewith, to conduct any and all activities that it may consider necessary or expedient in accomplishing the objects of the Association set forth in Article III. It shall have full control of the business and financial management of the Association. The Board of Directors shall have the authority to establish special committees not in conflict with those provided for in Section 5 of this Article and shall perform such other duties as may be required by this Constitution or the Bylaws of the Association.

b. No funds of the Association shall be obligated or disbursed for any purpose without the approval of the Board of Directors. No proposed purchase or expenditure that is unfavorably reported by the Budget Committee shall be approved, except by a vote of three-fourths of those present and entitled to vote.

c. The authority of the Board of Directors shall be limited only as follows: (1) amendments to this Constitution and the Bylaws of the Association must be approved according to the procedure established in this Constitution and the Bylaws of the Association; and (2) any decision of the Board of Directors may be altered, amended, or reversed by a majority vote of the National Council.

d. All actions and resolutions passed or adopted by the Board of Directors shall be posted on the website of the Association within thirty (30) business days after each meeting of the Board of Directors.

Section 4. Meetings.

a. The Board of Directors shall have the authority to establish its own schedule of meetings, but shall meet no less the four (4) times annually.

b. The Board of Directors shall meet specially at other times at the call of the President, at such time and place and for such purposes as the President may consider necessary; provided that no business shall be transacted at any special meeting of the Board of Directors unless notice of the time, place, and purpose of such meeting has been given to all members of the Board of Directors so as to reach them at least three days prior thereto.

Section 5. Standing Committees. The Board of Directors shall have such Standing Committees as may be established by the Bylaws of the Association for the purpose of addressing matters of Association-wide operational or programmatic interest. The President shall nominate and, with the approval of the Board of Directors, appoint the chairpersons and members of the Standing Committees to terms as provided in the Bylaws.

Article VII - National Council

Section 1. Composition. The National Council shall consist of the elective officers; all members of the Board of Directors; all Past National Presidents who are in good standing; Chairpersons of all Divisions, Sections, and Standing Committees; the President of the Federal Bar Building Corporation; the President of the Foundation of the Federal Bar Association; the General Counsel of the Federal Bar Association; either the President of each Chapter or other Chapter officer as designated in writing by the Chapter President to the Board of Directors; one other delegate from each Chapter to be selected by the Chapter; and not more than 20 members to be appointed annually by the President within 30 days after the latter assumes duties of that office. Appointive members shall be subject to removal by the President with the prior approval of the Board of Directors. A vacancy due to death, resignation, or removal of an appointive member may be filled by appointment by the President. The President’s appointments shall have prior approval of the Board of Directors.

Section 2. Meetings.

a. The National Council shall meet at the Annual and Midyear Meetings of the Association each year as provided for in the Bylaws of the Association. The Board of Directors may combine the National Council meeting with the Annual Meeting of the Association. Notice, as set forth in the Bylaws of the Association, shall be mailed or transmitted electronically to all National Council members at least 30 days prior to the date of each regular meeting.

b. The National Council may meet specially at other times at the call of the President, with the consent of the Board of Directors, at such time and place and for such purposes as the President may consider necessary; provided, that no business shall be transacted at any special meeting of the National Council unless notice, as set forth in the Bylaws of the Association, of the time, place, and purpose of such meeting has been mailed or transmitted electronically by the Association to each National Council member in good standing at least 30 days prior to such meeting. 

Section 3. Quorum and Procedure. Twenty-five percent of the members of the National Council in good standing shall constitute a quorum for the transaction of business. Action by the National Council shall be as provided in this Constitution and the Bylaws of the Association.

Article VIII - Divisions

Section 1.   Authority.  The Association shall have such Divisions as are set forth in the Bylaws of the Association. 

Section 2. Public Positions Taken by Divisions. A Division—in the name of the Association—may issue reports, make public announcements, and publicly advocate positions on issues of concern to the Division only with the prior approval of the Board of Directors. Without such prior approval, the Division may take such a public position only if the position generally reflects the views of its members and the position statement includes a disclaimer that indicates that the Division is taking the position in the name only of the Division. In any event, if a Division takes such action in its own name and not in that of the Association, the Division shall report that action immediately to the Board of Directors.

Article IX - Sections

Section 1. Sections and Committees. The President, with the approval of the Board of Directors, may establish Sections of the Association to consider areas of law of interest to the membership or particular groups of members. Each Section shall enact bylaws, subject to the approval of the Board of Directors, which will provide for the Section’s general objectives, operation, and organization—including internal leadership progression and, if desired, Committees within the Section.

Section 2. Public Positions taken by Sections or Committees. A Section or duly constituted Committee of a Section—in the name of the Association—may issue reports, make public announcements, and publicly advocate positions on issues of concern to the Section or Committee only with the prior approval of the Board of Directors. Without such prior approval, the Section or Committee may take a public position only if the position generally reflects the views of members of the Section and the position statement includes a disclaimer that indicates that the Section or Committee is taking the position in the name only of the Section or Committee. In any event, if a Section or Committee takes such action in its own name and not in that of the Association, the Section or Committee shall report that action immediately to the Board of Directors.

Article X - Chapters

Section 1. Organization. Any ten or more members of the Association in good standing, who reside, practice, or are employed in the same geographical area, may—upon application to and with the consent of the Board of Directors—organize a local Chapter of the Association for such purposes, upon such conditions, and embracing such geographical area as the Board of Directors shall prescribe. A Chapter is a part of the Circuit in which it is geographically located.

Section 2. Relationship Between Chapters and the Association.

a. Each Chapter shall enact and maintain bylaws providing for the Chapter’s general objectives, organization—including the Chapter’s leadership structure and frequency of meetings—and operation. Chapter bylaws may not be inconsistent with this Constitution and the Bylaws of the Association. A copy of the current Chapter bylaws shall be filed with the Association.

b. Chapter affiliation is limited to members and associates of the Association. A Chapter may not refuse affiliation to any member or associate of the Association in good standing who resides, practices, or is employed within the geographic area of the Chapter and who tenders any applicable Chapter dues.

Section 3. Modification and Revocation of Chapter Charters. The Board of Directors shall have authority to revoke the charter of any Chapter for cause in the same manner and subject to the same due-process limitations as described in Article IV, Section 4, for the expulsion of a member. Any Chapter whose charter is so revoked shall have the same right of appeal from that decision to the Association as described in that Section for an expelled member.

Section 4. Public Positions Taken by Chapters. A Chapter—in the name of the Association—may issue reports, make public announcements, and publicly advocate positions on issues of concern to the Chapter only with the prior approval of the Board of Directors. Without such prior approval, the Chapter may take such a public position only if the position generally reflects the views of its members and the position statement includes a disclaimer that indicates that the Chapter is taking the position in the name only of the Chapter. In any event, if the Chapter takes such action in its own name and not in that of the Association, the Chapter shall report that action immediately to the Board of Directors.

Article XI – Annual Meeting of the Association

Section 1. Annual Meeting. There shall be an annual meeting of the Association at such place and at such time as the Board of Directors may direct. The annual meeting shall be held for the purpose of receiving the report of the Nominations and Elections Committee on the results of the annual election; receiving the reports of the officers, Divisions, Standing Committees, and Sections of the Association; and transacting such other business as may be recommended by the Board of Directors or as may be required by this Constitution or the Bylaws of the Association.

Section 2. Notice of Annual Meeting. Notice, as set forth in the Bylaws of the Association, of the time and place of an annual meeting of the Association and the character of the business to be presented shall be mailed or transmitted electronically by the Association to each National Council member in good standing at least 30 days prior to such meeting.

Section 3. Quorum and Required Vote. Twenty-five percent (25%) of the members of the National Council in good standing shall constitute a quorum for transaction of business at the Annual Meeting. Action by the National Council shall be as provided in this Constitution and the Bylaws of the Association.

Article XII - Dues

Annual dues shall be required from each member, other than honorary members, and from each associate of the Association. The amount of such dues shall be fixed as provided in the Bylaws of the Association. The Treasurer shall cause notice of annual dues payable to be mailed or transmitted electronically to each member or associate in a timely manner. If a member or associate fails to make payment of the dues or other lawful indebtedness to the Association as provided for in the Bylaws of the Association, such member or associate shall be suspended from the Association.

Article XIII - Authority Regarding Bylaws

Subject to satisfying the notice and quorum requirements of Article VII, if written notice of the proposal has been included in the notice, the National Council may adopt, amend, or repeal any Bylaw at a regular or special meeting of the National Council upon two-thirds vote of those present and voting pursuant to the provisions of this Constitution and the Bylaws. The Board of Directors shall have the power and authority to enforce such Bylaws, together with additional policies, rules and regulations as it may deem necessary, not inconsistent with the provisions of the Bylaws and this Constitution.

Article XIV - Amendment to the Constitution

Section 1. Initiation of Amendment. A proposal to amend this Constitution may be initiated in any one of the following ways:

a. Subject to satisfying the notice and quorum requirements of Article VII, by two-third’s vote of those present and voting at a meeting of the National Council, if written notice of the proposal has been included in the notice.

b. Subject to satisfying the notice and quorum requirements of Article VII or Article XI, by two-third’s vote of those present and voting at an annual meeting of the Association, if written notice of the proposal has been included in the notice.

c. Upon petition bearing the signature of at least three per cent of the membership, not more than half of whom may be members of the same chapter.

Section 2. Adoption of Amendment. An amendment so proposed shall be submitted to the members in good standing under procedures established by the Bylaws of the Association, either mailed or transmitted electronically. An amendment so submitted shall become effective upon the affirmative vote of two-thirds of the members who vote upon it.

Base Document Published September 28, 1991
Article IV, Section 1 Revised July 30, 1992
Article IV, Section 3; Article VII, Section 5; and Article XIV Revised January 11, 1994
Article VII, Section 3 Revised October 4, 1995
Article V Revised February 11, 1997
Article XIV Repealed October 2, 1997
Article VI, Section 1 Revised February 2, 1998
Article XIV Added and Article VI Revised January 29, 1999
Article VII, Section 4 Revised September 25, 1999
Constitution Revised Feb. 10, 2006
Constitution Revised Aug. 1, 2011