BYLAWS
OF
WORKERS INJURY LAW&ADVOCACY GROUP

A Washington, DC – based 501(c)(6) Non-Profit Trade Association

ARTICLE I
Purposes of the Corporation

WHEREAS, workers are subject to a present and growing danger associated with exposure to hazards in the workplace. Each year, hundreds of thousands of workers are killed or injured due to unsafe work environment. Many of these deaths and injuries could have been avoided by the adoption of reasonable safety precaution;

WHEREAS, in virtually every jurisdiction, workers' recovery is limited to benefits as described by State and Federal Workers' Compensation Acts, the Longshore and Harbor Workers' Compensation Acts, and the Federal Employees' Liability Acts;

WHEREAS, there is a concerted national effort to reduce and eliminate benefits to injured workers at the state and federal levels;

WHEREAS, there is also a concerted effort at both the state and federal levels to eliminate due process rights to victims of work place injuries;

WHEREAS, there is a huge inequality between the organizations seeking to reduce or eliminate benefits and due process rights for injured workers and those which are defending those workers;

WHEREAS, there is an apparent system and design utilized by those who wish to deprive injured workers of just compensation and due process rights and that by sharing information on a nationwide basis, those who wish to preserve or improve the rights of injured workers would be provided assistance;

WHEREAS, a central repository of information regarding experts utilized by employers, defense tactics utilized by employers and other litigation tactics available to claimants would assist individuals in representing workers in Workers' Compensation, Longshoremen and Harbor Workers Compensation and Federal Employers Liability Act claims;

WHEREAS, the equality described above could be diminished, although never eliminated, by encouraging a cooperative sharing of information among attorneys representing victims of work place injuries; and,

WHEREAS, the sharing of information promotes the purposes of the rules of civil procedure "to secure the just, speedy and inexpensive determination of every action";

NOW THEREFORE, The Corporation is founded for the dual purposes of: (i) offsetting the inherent advantages favoring those who wish to reduce or eliminate benefits and due process rights to victims of work place injuries; and, (ii) overcoming the obstacles which unjustly impede victims of work place injuries in the exercise of their right to seek fair and adequate compensation. These purposes coincide with the intent of the Federal Rules of Civil Procedure and State counterparts to "secure the just, speedy, and inexpensive determination of every action". In furtherance of the Corporation's purpose, it shall provide its membership with support for the purposes of assisting claimants’ counsel and provide those interested in defending the rights of injured workers in state legislatures and Congress with information necessary to refute the claims of the insurance industry and employers’ groups.

     (1) PRINCIPAL OFFICE. The principal office of the Corporation shall be located in Washington, DC. The Board of Directors may by resolution change the location of this office from time to time.

     (2) OTHER OFFICES. The Corporation may have other offices, either within or outside Washington DC, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

The Corporate seal shall be in a circular form and shall have inscribed thereon the name of the Corporation, the words "Corporate Seal", and such other word or words, if any, as may be determined by the Board of Directors to be inscribed.

     (1) CLASSES OF MEMBERS. There shall be three classes of members of the Corporation: Sustaining members, Regular members, and Associate members. Each Sustaining or Regular member shall be entitled to one vote at all meetings of the members. Associate members shall not be entitled to vote. Unless expressly set forth otherwise, any reference in the bylaws to "members" shall refer only to Regular or Sustaining members.

           (A) SUSTAINING MEMBERS. Sustaining members shall be those members who, in addition to regular membership dues and conditions, have contributed such additional amounts as may be established by the Board of Directors.

           (B) REGULAR MEMBERS. Regular members shall be those who meet the requirements of membership as otherwise set forth or as determined by the Board of Directors and who have paid the dues as established by the Board of Directors.

           (C) ASSOCIATE MEMBERS. Associate members shall be those persons or organizations who share the objectives of the organization but who do not otherwise meet the requirements for Regular or Sustaining membership.

      (2) MEMBER QUALIFICATIONS. To qualify as a member and to remain a member of the Corporation, an individual must apply for membership by completing and signing the Corporation's membership agreement and the Corporation's member affidavit and meet and comply with such additional rules of membership and standards required of members contained in the Bylaws or as otherwise determined by the Board of Directors from time to time. A member may be expelled from or terminated by the Corporation at any time, with due notice and the opportunity to be heard by the Executive Committee or the Board of Directors.

      (3) PRIVILEGES OF ALL MEMBERS. Only Regular and Sustaining members shall be entitled to access or use of certain services as may be designated by the Board of Directors.

      (4) SUSTAINING MEMBERS ELIGIBLE TO SERVE AS DIRECTORS AND OFFICERS. Although any member may run for election as a Director or Officer of the Corporation, only Sustaining members may serve as a Member or an Officer of the Corporation.

      (1) PLACE OF MEETING. All meetings of the members shall be held at such other place or places as may be designated by the Board of Directors or by the Executive Committee.

      (2) ANNUAL MEETINGS. The annual meetings of the members for the election of Directors and for the transaction of such other business as may come before the meeting shall be held in July of each year, or on some other date as may be designated by the Board of Directors or the Executive Committee.

      (3) SPECIAL MEETINGS. A special meeting of the members for any purpose, unless otherwise prescribed by statute, may be called at any time by the President, the Executive Committee, the Board of Directors, or by members constituting at least ten percent (10%) of the then outstanding current membership in the Corporation.

      (4) NOTICE OF MEETINGS. Except as otherwise provided by statute, notice of each meeting of the members, whether annual or special, shall be given at least ten (10) days before the date on which the meeting is to be held to each member of record entitled to vote at such meeting, by mailing or faxing a written or printed notice thereof to the member’s post office address or facsimile number furnished to the Secretary of the Corporation for such purpose; or, if the member has not furnished to the Secretary of the Corporation an address or number for such purpose, then at the post office address, if any, as the same appears upon the member ledger books of the Corporation or at the post office address or number last known to the Secretary of the Corporation or by transmitting a notice thereof to such address by telephone, facsimile, e-mail, telegraph, radio, cable, or wireless. Except where expressly required by law, no publication of any notice of such meeting of members shall be required. Every such notice shall state the time and place of the meeting, but need not state the purposes thereof, except for special meetings or as otherwise in these Bylaws or by statute expressly provided or required. Notice of any adjourned meeting of the members shall not be required to be given except where expressly required by law.

      (5) DEFAULT PROXIES. In the case of annual meetings of members --or of special meetings of members that are called only by the President, the Executive Committee, or the Board of Directors-- the notices of such a meeting sent to members may be accompanied with a Notice of Default Proxy. Such Notice of Default Proxy shall indicate: (i) the issue or issues of the meeting; (ii) the recommendations of the Board of Directors or the Executive Committee as to the resolution of each respective issue; and, (iii) that if a member receiving the Notice of Default Proxy does not object to any or all of such Board of Director or Executive Committee recommendations by placing an "x" in the box or boxes on the Notice of Default Proxy provided for that purpose and returning such objection to the registered office of the Corporation within seventy two (72) hours prior to the meeting, then the Chair of the meeting shall be deemed to be and shall have such member's proxy to vote, for and on behalf of such member, on any and all issues not so objected to, in accordance with the Board of Directors' or the Executive Committee's (as applicable) recommendations on such issue or issues not so objected to. The Chair of the meeting shall receive and may vote default proxies in accordance with such Notice of Default Proxy and the previous sentence.

      (6) ORGANIZATION. At every meeting of the members, the President, or in the absence thereof, the President-Elect or in his or her absence, another Officer, or in the absence of all of the foregoing officers, a Chair chosen by the members present in person or by proxy and entitled to vote thereat, by a majority vote, shall act as Chair. The Secretary, or in his or her absence, an Assistant Secretary, shall act as Secretary at all meetings of the members. In the absence from any such meeting of the Secretary, the Chair may appoint any person to act as Secretary of the meeting.

      (7) BUSINESS AND ORDER OF BUSINESS. At each meeting of the members, such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of such meeting or in a waiver of notice thereof, except for special meetings or as otherwise set forth in these Bylaws or by statute expressly provided or required. The order of business at all meetings of the members shall be determined by the Chair, unless the majority of the members present in person or by proxy at such meeting shall otherwise determine.

      (8) QUORUM. At each meeting of the members, twenty-five (25) of the then-current members of the Corporation, present either in person or by proxy, shall constitute a quorum for the transaction of business, except where otherwise provided by law or by the Articles of Incorporation. In the absence of such a quorum, the members of the Corporation present in person or by proxy and entitled to vote, by a majority vote, or, in the absence of all the members, any officer entitled to preside or act as Secretary at such meeting, shall have the power to adjourn the meeting from time to time, until a quorum shall be present or represented.

      (9) VOTING. At each meeting of the members, each member in good standing shall be entitled to one vote in person or by proxy.

      (10) LIST OF MEMBERS. It shall be the duty of the Secretary or other officer, who shall have charge of the membership ledger, to keep and maintain a complete list of members. Such list shall be open to the examination of any member at the place where said list is customarily kept. Copies of the list may, from time to time, be provided to Regular and Sustaining members for the purpose of communication with one another, and shall otherwise remain confidential.
      Notwithstanding the foregoing, the list of members is privileged and confidential. Accordingly, it can only be inspected by members, in accordance with the foregoing paragraph, and neither the list nor its contents may be copied by anyone or disclosed to any non-members under any circumstances (excluding, however, the listing of names and contact information for members on the association website or a membership directory, if any). Therefore, notices of special meetings of members that are called by the requisite percentage of members, member proxy solicitations made by a member or members, and other notices or correspondence sent to members from a member or members, shall be made through the Corporation upon the reasonable request of the member wishing to send such notices of correspondence, upon such requesting member paying to the Corporation the expenses thereof.

      (11) ADDRESSES OF MEMBERS. Each member shall designate to the Secretary of the Corporation an address or number at which notice of meetings and all other corporate notices may be served on, delivered or mailed to; and, if any member shall fail to designate the same, corporate notices may be served on, delivered or directed to him or her at the address or number, if any, as the same appears upon the membership record of the Corporation or at the address or number last known to the Secretary of the Corporation.

      (1) QUALIFICATIONS AND POWERS. A member wishing to run for the office of Director need not be a Sustaining member. However, prior to serving as such, Directors must be Sustaining members. The Board of Directors shall exercise all the powers of the Corporation except such as are by law, or by the Articles of Incorporation of this Corporation, or by these Bylaws conferred upon or reserved to the members, and except such powers as may be delegated to an Executive Committee and other committees as provided in Article VI of these Bylaws.

      (2) NUMBER. The Board of Directors shall consist of every Sustaining member who indicates a willingness to serve as a Director. The Board of Directors should consist of at least two Directors from each State and additional At-Large Directors, such number to be fixed from time to time by resolution of the Board of Directors of the Corporation.

      (3) TERM OF OFFICE. Each Director shall be elected to serve for three years and until a successor is chosen and qualified. In case one or more vacancies shall occur in the Board of Directors, whether caused by death, resignation, retirement, disqualification, or removal from office of any Director or otherwise, successors to fill such vacancies shall be elected either by vote of the remaining Directors or by vote of the members at any regular or special meeting; and, shall hold office until the next annual meeting of members and until their successors are chosen and qualified.

      (4) REMOVAL. Any or all of the Directors may be removed from office, with or without cause, by vote of a majority of members.

      (5) ELECTION OF DIRECTORS. Directors shall be elected each year at the annual meeting of members, or by the Board of Directors at any subsequent meeting of the Board.

      (6) PLACE OF MEETING, ETC. The Board of Directors may hold its meetings at such place or places as the Board or Executive Committee may from time to time determine.

      (7) ANNUAL MEETINGS. The Board of Directors shall meet for the purpose of organization, the election of officers, and the transaction of other business as soon as practicable after each annual meeting of members and election of Directors at the same place at which each such annual meeting of members is held, and notice of such meeting need not be given.

      (8) OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held at such place and at such times as the Board or the Executive Committee shall by resolution determine. Notice of regular meetings need not be given.

      (9) SPECIAL MEETINGS: NOTICE. Special meetings of the Board of Directors shall be held whenever called by the President, the Executive Committee, or a majority of the Directors then in office. Notice of each such meeting shall be mailed to each Director, addressed to the same at his or her residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be directed to the Director at such place by telephone, by e-mail, facsimile, telegraph, cable, radio, or wireless, or be delivered personally not later than the day before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise in these Bylaws or by statute expressly provided. Notice of any meeting of the Board need not be given to any Director, however, if waived by him or her in writing or by telephone, by e-mail, facsimile, telegraph, cable or wireless, whether before or after such meeting be held, or if he or she shall be present at the meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given if all of the Directors shall be present thereat.

      (10) ORGANIZATION. At each meeting of the Board of Directors, the President or President-Elect, or in his or her absence, a Director chosen by a majority of the Directors present, shall act as Chair. The Secretary, or, in his or her absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, any person appointed by the Chair shall act as Secretary of the meeting.

      (11) BUSINESS AND ORDER OF BUSINESS. At each meeting of the Board of Directors, such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of such meeting, or in a waiver of notice thereof, except as otherwise in these Bylaws or by statute expressly provided or required. The order of business at all meetings of the Board of Directors shall be determined by the Chair of the meeting, subject to the approval of a majority of the Directors present at such meeting.

      (12) QUORUM AND MANNER OF ACTING. Except as otherwise provided by statute or by these Bylaws, or by the Corporation's Articles of Incorporation, twenty (20) Directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum shall be had. Notice of any adjourned meeting need not be given.

      (13) WRITTEN CONSENT IN LIEU OF MEETING. Notwithstanding any of the foregoing provisions of this Article IV above or of Article VII below, the Board of Directors and any committees of the Board may take any action they are required or permitted to take without a meeting, upon written consent, setting forth the action so taken, signed by a majority of the Directors entitled to vote thereon.

      (14) RESIGNATIONS. Any Director of the Corporation may resign at any time by giving verbal or written notice thereof to the President or to the Secretary of the Corporation. The resignation of any Director shall take effect at the time notice thereof is given, unless otherwise specified in the notice. The acceptance of a resignation shall not be necessary to make it effective.

      (1) APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting of the Executive Officers, pursuant to Article VIII. The Board of Directors may appoint such other members as the Board may deem appropriate. The President shall serve as the Chair of the Executive Committee.

      (2) PUBLIC AFFAIRS COMMITTEE. There shall be a Public Affairs Committee consisting of the President, the President-Elect, and each Immediate Past President who wishes to serve. The President shall also appoint five members from different parts of the nation as he or she deems fit to serve on the committee.

      (3) NOMINATING COMMITTEE. There shall be a nominating committee comprised of the Executive Committee. It shall be the function of the nominating committee to nominate the slate of candidates for all elected positions at the meeting of the membership or Board of Directors. The President-Elect or his or her designee shall serve as Chair of the nominating committee.

      (4) OTHER COMMITTEES. From time to time, the Board of Directors or the Executive Committee may appoint any other committee or committees for any purpose or purposes to the extent lawful, including committees for litigation subgroups of the Corporation, which shall have such powers as shall be specified in the resolution of appointment.

      (5) VACANCIES IN COMMITTEES. Vacancies occurring in a Committee for any cause shall be filled by the Board of Directors or the Executive Committee at any meeting thereof.

      (6) COMMITTEES TO REPORT TO BOARD. Any actions by a Committee shall be reported to the President, and shall be reported to the Board of Directors at its next meeting.

      (7) PROCEDURE OF COMMITTEES. Each Committee shall fix its own rules of procedure not inconsistent with these Bylaws or with directives of the Board of Directors. It shall meet at such times and places and upon such notice as shall be provided by such rules or by resolution of the Board of Directors. The presence of a majority shall constitute a quorum for the transaction of business, and in every case an affirmative vote of a majority of all the members of the Committee present shall be necessary for the taking of any action, except as may be provided in the Corporation's Articles of Incorporation.

      (8) GENERAL POWERS OF EXECUTIVE COMMITTEE. During the intervals between the meetings of the Board of Directors, the Executive Committee --except as limited by statute or by the Bylaws of the Corporation or by specific directions of the Board of Directors-- shall possess and may exercise all the powers of the Board of Directors in the management and direction of the business and conduct of the affairs of the Corporation in such manner as the Executive Committee shall deem for the best interests of the Corporation. The Executive Committee shall have power to authorize the seal of the Corporation to be affixed to all instruments and documents which may require it, except that the Executive Committee shall not have the power to elect Directors nor to elect or remove any Executive Officer. In addition, the Board of Directors hereby authorizes the Executive Committee to designate the place and date of the annual meeting of members each year, to be held once each calendar year in accordance with Article V (2).

      (9) GENERAL POWERS OF THE PUBLIC AFFAIRS COMMITTEE. The public affairs committee shall monitor the various state and federal legislative and court activity and shall recommend what actions, including what resources to devote, the organization should take in response. The recommendations of the public affairs committee shall be reported to the Board of Directors.

      (10) COMPENSATION. The members of any duly appointed committee including the Executive Committee shall receive such compensation and/or fees as from time to time may be fixed by the Board of Directors.

      (1) EXECUTIVE OFFICERS. The Executive Officers shall be Directors and shall consist of a President, a President-Elect, a Treasurer, a Treasurer-Elect, a Secretary, and the Immediate Past President. The President, with approval of the Executive Officers or the Board of Directors, may appoint Vice-Presidents for the purpose of chairing necessary committees.

      (2) ELECTION, TERM OF OFFICE AND QUALIFICATIONS OF EXECUTIVE OFFICERS. The Executive Officers shall be elected annually by the Board of Directors. Each Executive Officer shall hold office for one year or until a successor has been duly elected and qualified in that person’s stead, or until death, resignation, or removal in the manner hereinafter provided.

      (3) SUBORDINATE OFFICERS. The Board of Directors or the Executive Committee may, from time to time, appoint such Assistant Treasurers, Assistant Secretaries, agents, and employees of the corporation as may be deemed proper. Such officers, agents, and employees shall hold office for such period, have such authority, and perform such duties as are in these Bylaws provided or as the Board of Directors or the Executive Committee may from time to time prescribe.

      (4) REMOVAL. Any officer, agent, employee, or member may be removed, upon due notice and opportunity to be heard, by the Executive Committee or the Board of Directors at any meeting called for that purpose.

      (5) RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

      (6) VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term by the President or by his or her designee, or in the manner prescribed in these Bylaws for regular election or appointment to such office.

      (7) THE PRESIDENT:
• shall be the Chief Elected Officer of the Corporation;
• shall have general supervision of the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors and the Executive Committee;
• shall, at each annual meeting and from time to time, report to the members and the Board of Directors and the Executive Committee all matters within his or her knowledge which the interests of the Corporation may require to be brought to their notice;
• shall preside when present at all meetings of the members;
• shall preside at the meeting of the Board of Directors;
• shall sign and execute in the name of the Corporation all deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors or the Executive Committee, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation;
• shall, in general, perform all duties incident to the Office of President and such other duties as from time to time may be assigned by the Board of Directors or the Executive Committee, or as are prescribed by these Bylaws; and,
• shall be, ex officio, a member of all committees.

      (8) THE PRESIDENT-ELECT:
• shall assist the President in carrying out his or her duties;
• shall, in the absence of the President or in the case of his or her inability to act, perform the duties and exercise the powers of the President, subject to the control of the Board of Directors and the Executive Committee.
Unless the Nominating Committee or the Board of Directors finds it not to be in the best interests of the organization, the President-Elect shall be the only person nominated by the nominating committee for the office of President.

      (9) VICE PRESIDENTS. One or more Vice Presidents shall perform such duties and exercise such powers as may be assigned to them from time to time by the Board of Directors or the Executive Committee.

      (10) THE TREASURER:
• shall give such bond for faithful performance of his or her duties as the Board of Directors shall require;
• shall have charge and custody of, and be responsible for, all funds and securities of the corporation and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws;
• at all reasonable times, shall exhibit his or her books of accounts and records to any of the directors of the corporation, upon application during business hours at the office of the corporation or where such books and records are kept;
• shall render a statement of the condition of the finances of the corporation at all regular meetings of the Board of Directors, if called upon to do so, and a full financial report at the annual meeting of the members, if called upon so to do;
• shall receive and give receipts for moneys due and payable to the corporation from any source whatso- ever; and,
• shall, in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors or by the Executive Committee.
Unless the Nominating Committee or the Board of Directors finds it not to be in the best interests of the organization, the Treasurer shall be the only person nominated by the nominating committee for the office of President-Elect.

      (11) THE TREASURER-ELECT:
• shall perform all of the duties as assigned by the Treasurer including development of the budget for the following year; and,
• shall, in general, perform such other duties as from time to time may be assigned by the Board of Directors or the Executive Committee.
Unless the Nominating Committee or the Board of Directors finds it not to be in the best interests of the organization, the Treasurer-Elect shall be the only person nominated by the nominating committee for the office of Treasurer.

      (12) THE SECRETARY:
• may keep or cause to be kept in books provided for that purpose the minutes of the meetings of the members and the Board of Directors;
• shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law;
• shall be custodian of the records and of the seal of the corporation and shall see that the seal is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized;
• shall keep a register of the post office address of each member and make all proper changes in such register, retaining and filing his or her authority for such entries;
• shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and,
• shall, in general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned by the Board of Directors or the Executive Committee.

      (13) CORPORATE EMPLOYEES: The President with the consent of the Executive Committee or the Board of Directors may hire any of the following employees:

           (A) THE EXECUTIVE DIRECTOR:
          • shall be appointed by the Executive Committee; and,
          • shall operate the day-to-day business of the Corporation, subject to the supervision of the President and the Executive Officers in their respective roles and responsibilities. Those day-to-day duties shall include, without limitation:
               • encouraging membership;
               • obtaining membership dues;
               • providing services and support to members;
               • obtaining payment from members for services and support;
               • supervising the Corporation's educational activities;
               • supervising subordinate employees;
               • directing all other day-to-day Corporation operations within the framework of the Corporation's annual budget, as amended; and,
               • shall have the authority to employ the resources of the Corporation to perform any specific task which he or she is instructed to accomplish by the Board of Directors, the Executive Committee, or the President in the proper exercise of their respective duties and powers.

           (B) ASSISTANT SECRETARIES At the request of the Secretary or in his or her absence or disability, any Assistant Secretary shall have power to perform all the duties of the Secretary, and when so acting, shall have all the powers of, and be subject to all restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Board of Directors, by the Executive Committee, or by the President.

           (C) ASSISTANT TREASURERS. At the request of the Treasurer, or in his absence or disability, any Assistant Treasurer shall have power to perform all the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurer shall perform such other duties as from time to time may be assigned to them by the Board of Directors, by the Executive Committee, or by the President.

           (D) SALARIES. The salaries of the employees shall be fixed from time to time by the Board of Directors or by the Executive Committee.

      CLOSING OF MEMBER BOOKS. The Board of Directors may, by resolution, direct that the membership books of the Corporation be closed for a period of not exceeding fifty (50) nor less than ten (10) days preceding the date of any meeting of members as a record date for the determination of the members entitled to notice of, and to vote at, any such meeting, or any adjournment thereof, and in such case such members and only such members as shall be members of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof.

      (1) CONTRACTS, ETC. The Board of Directors or the Executive Committee may authorize any officer, the Executive Director, or other agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or by the Executive Committee or by these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

      (2) CHECKS, DRAFTS, ETC All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the President, the Executive Director, the Treasurer, or at his or her request by an Assistant Treasurer, or by such officer or officers, employee or employees, of the Corporation as shall from time to time be determined by resolution of the Board of Directors or the Executive Committee.

      (3) DEPOSITS. All cash and securities of the Corporation shall be placed in trust or deposited from time to time to the credit of the Corporation in such responsible banks or trust companies as the Board of Directors or the Executive Committee or the President may from time to time designate, or as may be designated by any other officer or officers of the Corporation to whom such power may be delegated by the Board of Directors or the Executive Committee.

      (4) GENERAL AND SPECIAL ACCOUNTS. The Board of Directors or the Executive Committee or the President may from time to time authorize the opening and keeping, with responsible banks or trust companies as it or he or she may designate, of general and special trust and/or bank accounts, and may make such special rules and regulations, with respect thereto, not inconsistent with the provisions of these Bylaws, as it or he or she may deem expedient.

      (1) COMPENSATION OF DIRECTORS. The Directors shall receive such compensation and/or fees, and reimbursement for expenses incurred in connection with attendance at meetings or other performance of their duties, as from time to time may be fixed by the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefore.

      (2) WAIVER OF NOTICE. Whenever any notice whatsoever is required to be given by these Bylaws or the Articles of Incorporation or the laws of the state of incorporation, a waiver thereof in writing, or by telephone, email, facsimile, telegraph, cable, radio, or wireless by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto; and, any such notice with respect to any members' or Directors' meeting may be dispensed with, if every member shall attend such members' meeting, either in person or by proxy, or if every Director shall attend such Director's meeting in person.

      (3) INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. Every person who is, or has been, a Director, Officer, employee, or agent of the Corporation, shall be indemnified by the Corporation in the manner and to the extent authorized by the laws of the state of incorporation. The foregoing rights of indemnification shall be without prejudice to any other rights to which any such Director, Officer, employee or agent may be entitled as a matter of law.

      Subject to any restrictive provisions of law or of the Corporation's Articles of Incorporation, all Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made only by the affirmative vote of a majority of the Board of Directors at any regular or special meeting, provided that notice of the proposed alteration or repeal or of the proposed new Bylaws be included in the notice of any such special meeting.

July 16, 1995 Bylaws adopted.

Feb. 4, 1996 Annual meeting moved from the first Saturday in February to the last Sunday in July, or as designated by the Board of Directors.

July 18, 1996 Membership list to be made available to Regular and Sustaining members only, otherwise to remain confidential and not for distribution.

July 21, 1997 Board size increased to 75, allowing one from every state plus 25 at large (by resolution). Terms of office increased from one to two years, Board elections staggered.

July 21, 1997 Associate membership class created. Chief Legal Officer position eliminated. Treasurer, Secretary, President Elect added to the Executive Committee. Nominating committee created. Public Affairs Committee created. Various administrative changes and updates made.

June 13, 1998 Executive Director to be appointed by the Executive Committee instead of the President.

July 18, 1999 Chair elected in even-numbered years, other Officers in odd-numbered years. Proxy ballots to be returned to WILG office 72 hours prior to elections (instead of 24).

July 15, 2001 Terms of Officers changed to one year from two, with the office of Chair eliminated effective at annual meeting 2002, and the duties combined (into the office of President) as prescribed by the Board. By resolution, Board size was increased to 100 (one from each state plus 50 at-large).
Note: the Bylaws apparently were changed later (exact date is not evidenced in the files), providing that the terms of the Officers would again be one year, not two years.

April 11, 2005 Amendments approved by the Board of Directors included: #A. deletions of redundant or archaic language; #B. changes to make items gender neutral; #C. clarify ambiguous passages or otherwise are technical in nature. The remainder are identified below.

           Art. I Deletes the reference to litigation support.
           Art. IV (2) Provides for due notice and an opportunity to be heard.
           Art. IV (3) Deletes detailed recitation of services, including litigation services.
           Art. V (4) Allows notice by facsimile in addition to other methods.
           Art. V (11) Allows notice by facsimile in addition to other methods.
           Art. V (8) Changes a quorum at a meeting of Members to twenty-five (25) members.
           Art. V (10) Permits publication of names & contact information in a Directory and website.
           Art. VI (2) Provides that the Board shall consist of all Sustaining members who express a willingness to serve. Changes the provision that Board should include one person from each State, to two persons. (This change effectively eliminates any maximum to the number of Directors; language reads as should, not shall. The number of At-Large Directors –previously fixed by resolution on July 15, 2001[above] at 50– essentially may be a moot issue.)
           Art. VI (9) Allows notice by facsimile in addition to other methods.
           Art. VI (12) Changes a quorum at a meeting of Directors to twenty (20) Directors.
           Art. VI (13) Permits a majority of Directors [rather than every Director], etc. to take action.
           Art. VII (1) By reference to Art. VIII, adds a Treasurer-Elect position to the Executive Committee.
           Art. VII (9) Permits the Board discretion regarding reports of the Public Affairs Committee.
      Art. VIII (1) Provides for Executive Committee to approve appointment of Vice Presidents.
      Art. VIII (4) Provides for due notice and an opportunity to be heard.
      Art. VIII (8) Provides for the orderly succession (automatic nomination, subject to certain
           And (10-11) exceptions) of the Officers from the Treasurer-Elect through the President.
           Art. VIII (11) Adds a fifth elected officer position: that of Treasurer-Elect (who also has a key de facto responsibility of Membership), to assist with the Executive Committee’s overall workload.
           Art. VIII (12) Note: the position of Secretary does not include language calling for the incumbent to be automatically nominated as next Treasurer-Elect.
      Art. VIII (13) Adds provision that the Executive Director is supervised by the other Executive Officers (in addition to the President).
      Art. X (1) Provides authorization for Executive Director to execute instruments of the Corporation.
      Art. XI (2) Allows notice by facsimile in addition to other methods.