BYLAWS
of the
LEGACY OF JUSTICE FOUNDATION


ARTICLE I.  NAME

The name of this corporation shall be the Legacy of Justice Foundation, hereinafter referred to as the “Foundation.”


ARTICLE II.  OFFICE

The principal office of this Foundation shall be in the City of Topeka, State of Kansas.


ARTICLE III.  PURPOSE

The purpose of the Foundation shall be:

Section 3.1.  To support the mission of preserving and enhancing the civil justice system in Kansas in order to protect the rights of Kansans;


Section 3.2.  To develop resources in support of the mission through such means as an annual fund drive, planned giving programs, an endowment, and/or such other avenues as may from time to time be approved by the Board of Directors.


Section 3.3.  To use and distribute these resources to further the mission though such means as:

a.  Developing funding mechanisms to aid in supporting projects which can

(i) contribute to preserving and enhancing the civil justice system;
(ii) protect and promote the independence of the judiciary;
(iii) promote education and other activities to continually raise the standard of client representation by the plaintiff’s bar;
(iv) enhance understanding of the civil justice system, the 7th Amendment to the U.S. Constitution and/or the rights of Kansans;
(v) provide scholarships to worthy students at law schools in Kansas;
(vi) build community supports and services for vulnerable populations to help insulate them against the possibility of catastrophic injury or loss due to the actions of others, and/or
(vii) such other purposes as may from time to time be approved by the Board of Directors; and

b.  Providing a venue for Foundation programming and activities, and for other not-for-profit groups’ activities which champion similar causes and related goals.


Section 3.4.  To engage in any and all lawful activity which may be necessary, suitable, desirable or proper for the furtherance, accomplishment, fostering or attainment of the above purposes.


ARTICLE IV.  MEMBERSHIP

Section 4.1.  General.  The voting members of the Foundation shall be its Directors, as hereinafter set forth.  The act of the Directors shall for all purposes constitute the act of the members.


Section 4.2.  Nonvoting Members.  The Directors may establish classes of annual and life members who may be identified by a Gift Recognition Policy adopted by the Board of Directors which may be amended by the Board of Directors from time to time.


Section 4.3.  Privileges of Annual and Life Members.  All annual or life members may be allowed to participate in the Foundation in accordance with the Gift Recognition Policy, but shall not have a vote on the business or affairs of the Foundation.

 

ARTICLE V.  DIRECTORS

Section 5.1. General Powers.  The business and affairs of the Foundation shall be managed by a Board consisting of its Directors, which may exercise all of the powers of the Foundation.  The Board of Directors shall be the governing body of the Foundation.


Section 5.2.  Number, Qualification and Terms of Office.  The Board of Directors shall be fifteen (15) in number and shall consist of twelve (12) elected directors and three (3) ex officio directors.  At all times, at least ten (10) of the Directors (including ex officio Directors) shall be persons who are members of the Kansas Association for Justice, hereinafter referred to as the “KsAJ.”

 

a.  Ex Officio Directors.  The President of KsAJ, the KsAJ President-Elect and the executive director of KsAJ shall fill the three ex officio positions on the Foundation Board.  Ex officio directors shall have all rights and privileges of other directors, including the right to vote on all matters, except than an ex officio Director shall not be eligible to serve as a Foundation officer.

b.  Elected Directors.  Except as otherwise provided herein, each elected Director shall serve a term of three (3) years.  Each may serve a maximum of two (2) consecutive terms.  Elected Directors shall be divided into three classes of four individuals in each class, with each class named for the year in which the term of said Directors expires. The term of each Director shall expire on June 30th of the year for which his or her class is named.

Section 5.3. Vacancies.  Vacancies in the authorized number of Directors shall be filled by a majority vote of the Directors then in office in accordance with the other provisions of this Article.  In the event of a vacancy in an unexpired term, the individual will be elected to complete that unexpired term and such service, if it is less than two years in length, will not count as a full term under the maximum limit of serving two (2) consecutive terms.


Section 5.4.  Nominations.  Any Director may nominate a person to serve as a Director.  The Foundation Chair or staff shall inform the nominee of the nomination and confirm the individual’s interest in service prior to his or her name being presented for election.  Directors for the new class and/or to fulfill any vacated unexpired terms shall be elected at the annual meeting of the Board in June prior to the July 1 beginning of the new leadership year.  A majority vote of those directors attending is required.

 

ARTICLE VI. OFFICERS

Section 6.1.  Number.  The officers of the Foundation shall be the Chair and Treasurer, and such other officers as the Board of Directors may from time to time appoint.


Section 6.2.  Election and Term of Office.  The officers of the Foundation shall be elected at the June annual meeting by the Board of Directors from among the elected Directors for a term of one (1) year.  A majority vote of those directors attending is required.


Section 6.3.  Removal and Vacancies.  Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Foundation will be served thereby.  If an office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors from among the Elected Directors.


Section 6.4.  Chair.  The Chair shall be the chief officer of the Foundation, shall preside at all meetings of the Directors, shall have general and active management of those areas of business of the Foundation prescribed by the Board of Directors, and shall see that all decisions of the Board of Directors are carried into effect.  The Chair shall have the power on behalf of the Foundation to enter into, execute and deliver all contracts, instruments, and conveyances or documents.  The Chair shall also have the discretion to delegate these powers to staff as appropriate.


Section 6.5.  Treasurer.  The Treasurer shall provide oversight and supervise the custody of the Foundation funds; shall insure full and accurate accounts of receipts, disbursements and investments in reports belonging to the Foundation, and shall perform such other duties as may be prescribed by the Board of Directors.


Section 6.6.  Staff.  The Foundation and its Board shall be staffed by the Executive Director of the Kansas Association for Justice and/or his or her designee, as approved by the Foundation Board Chair.  Under the direction of the Foundation Board Chair, the staff shall give or cause to be given notice of all meetings of the members of the Board of Directors; is charged with ensuring accurate reports of meetings, and shall perform such other duties as may be prescribed by the Board of Directors.


SECTION VII.  MEETINGS OF DIRECTORS

Section 7.1.  Annual Meeting.  The annual meeting of the Board of Directors will be held in the month of June.  The time and date of the annual meeting shall be designated by the Board Chair.  During the annual meeting, the Board of Directors will elect a Chair and Treasurer, fill Board of Directors vacancies, elect a new class for a 3-year term beginning on July 1st, and transact such other business as may properly be brought before the meeting.  The Chair shall present a formal report to the KsAJ Board of Governors concerning the condition of the Foundation at the annual meeting of KsAJ members held in conjunction with the KsAJ Board of Governors in December of each year.


Section 7.2.  Quarterly Meetings.  The Board of Directors shall meet four times per year, of which the annual meeting shall be one.


Section 7.3.  Special Meetings.  The Chair or any two Directors of the Foundation may call for a special meeting of the Board of Directors.


Section 7.4.  Quorum and Manner of Acting.  At least five (5) members of the entire Board of Directors shall constitute a quorum for the transaction of business.  At all meetings of the Board of Directors, a quorum being present, matters shall be decided by the affirmative vote of a majority of the Directors present, except as otherwise required by the laws of the State of Kansas.  Any meeting of Directors may be conducted by telephone conference call or video conferencing, in which all persons in attendance can hear one another.


Section 7.5.  Voting.  At each meeting, each Director is entitled to one vote per motion.  The vote of a majority of those Directors present at such meeting shall carry any motion, except as otherwise provided by law.


Section 7.6. Minutes and Records.  At each meeting, accurate minutes will be kept including the date, time and location, names of those in attendance, motions, votes and collateral materials presented.  Minutes shall be submitted for approval in a manner determined by the Board.


Section 7.7.  Committees.  The Board of Directors may designate one or more committees and determine the composition, the purpose and authority of each committee so designated.

 

ARTICLE VIII. INDEMNIFICATION

The Foundation shall, to the fullest extent permitted by the General Corporation Law of Kansas, indemnify any and all persons it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law.  The Foundation may, but shall not be obligated to, maintain insurance at its expense, to protect itself and such persons against any such expenses or liabilities.

 

ARTICLE IX.  FISCAL YEAR

The fiscal year of the Foundation shall begin on July 1 and shall end on June 30.

 

ARTICLE X.  AMENDMENTS

The Board of Directors shall have the power at any meeting to amend or repeal bylaws of the Foundation and to make new bylaws, if notice thereof is included in the notice of such meeting.


Effective date upon approval:  July 1, 2012