SCR ch. 10 app.

Article I Membership

Section 1. Membership Register. The Association shall

maintain a membership register for the enrollment of members of the

State Bar, which shall contain as to each member a record showing

the member's address, date of registration, class of original

membership and each subsequent change of membership status, and

such other information as may be required by the Board of Governors

from time to time.

Every member shall enroll in the State Bar by filing in the

office of the Association the following information concerning the

registrant:

(a) Full name.

(b) Residence address.

(c) Office address. Location of principal office.

(d) Date of admission to practice in Wisconsin.

(e) Date of admission to practice in any state or states other than

Wisconsin.

(f) Date and place of birth; and in the case of a naturalized

person, the date and place of naturalization.

(g) Particulars regarding any previous suspension or revocation

of right to practice law in any state or country.

(h) Name of law school and year of graduation.

(i) Social security number.

Every change after enrollment in respect of any of the matters

above specified shall be promptly reported to the Executive Director.

Communications from the Association to any member shall be sent to

the latest address furnished by such member. At the time of

enrollment of each member admitted to practice after these rules take

effect, the Association shall deliver to the new member a copy of the

lawyer's oath set forth in sec. 757.29, Wisconsin Statutes.

Section 2. Membership Dues. Membership dues shall be paid on

the basis of a July 1 through June 30 fiscal year and shall be due and

payable to the treasurer on July 1 beginning each such year.

Membership dues for the fiscal year in which admission to the State

Bar occurs shall be paid by the due date stated on an initial dues

statement as follows: (i) for those admitted between July 1 and

December 31, full applicable annual dues; (ii) for those admitted

between January 1 and April 30, one-half applicable annual dues; (iii)

for those admitted between May 1 and June 30, no dues. The Board of

Governors may exempt any member serving in the armed forces of

the United States at the date of admission or at the beginning of any

fiscal year, provided satisfactory proof of exemption is submitted to

the Executive Director within 60 days of the date dues otherwise

would be payable. The Board of Governors shall exempt any newly

admitted member who qualifies for an exemption under Wis. Stat.

45.44(3) from their initial dues upon certification of eligibility from

the Board of Bar Examiners. For those admitted between May 1 and

June 30, the waiver will apply to the first dues owed for the fiscal year

following admission.

Section 3. Penalty for Nonpayment of Dues. (a) Any member

admitted to the State Bar prior to July 1 whose dues are not paid by

September 1 shall be notified of his or her delinquency and the

consequent penalties by certified mail sent to the member's last known

address prior to October. Failure to pay the dues by October 31 shall

automatically suspend the delinquent member. The names of all

members suspended from membership by the nonpayment of dues

shall be certified by the Executive Director to the Clerk of the

Supreme Court and to each judge of a court of record in this state,

after first mailing a copy of such list to each suspended member 10

days before it is filed with the Supreme Court.

(b) Any member admitted to the State Bar on or after July 1 and

whose dues are not paid within 60 days after the due date stated on his

or her initial dues statement shall be notified of his or her delinquency

and the consequent penalties by certified mail sent to the member's

last known address within 90 days after the initial due date. Failure to

pay initial dues within 120 days from the initial due date shall

automatically suspend the delinquent member, and the Executive

Director shall certify such suspension in the manner provided by these

bylaws.

(c) Whenever a member so suspended for nonpayment of

membership dues makes full payment of the amount owing, and in

addition thereto the sum of twenty dollars as a penalty, the member

shall be reinstated as a member by the Board of Governors, and the

fact of reinstatement shall be certified by the Secretary to the Clerk of

the Supreme Court. Provided however in the case of any person

whose membership dues shall have been in arrears for a period of

three or more consecutive years, no application for reinstatement shall

be granted unless ordered by the court. Provided further however, that

no person whose membership is suspended for the nonpayment of

dues shall be entitled to practice law during the period of such

suspension.

Section 4. Hardship Cases. The Executive Director, with the

approval of the President, may in individual cases waive or refund

dues or penalties in any case where to do otherwise would work an

injustice or an undue hardship. All such waivers or refunds shall be

reported to the Board of Governors.

Section 5. Dues Reduction Arbitration Procedure. (a) Demands

for arbitration of the dues reduction under SCR 10.03(5)(b) shall be

made in writing and shall be delivered to the Executive Director of the

State Bar within 30 days of receipt of the member's dues statement.

Delivery may be made in person or by first class mail, and mailed

demands will be deemed delivered upon mailing. Demands shall

include the name and address of the member or members demanding

arbitration, a brief statement of the claim or objection, and the

signature of the member or members.

(b) If one or more timely demands for arbitration are delivered,

the State Bar shall agree to submit the matter forthwith to arbitration.

All timely demands for arbitration shall be consolidated for hearing

before the arbitrator appointed, and the provisions of sec. 788, Stats.,

shall apply as if the parties had entered into a written agreement for

arbitration1. A member demanding arbitration is required to pay his or

her dues by October 31 or 15 days following the arbitrator's decision,

whichever is later. Failure to pay dues by such date shall

automatically suspend the delinquent member.

(c) Upon receipt of all demands for arbitration, the State Bar

shall apply for appointment of an impartial arbitrator to the Chief

Judge of the Federal District Court for the Western District of

Wisconsin.

(d) Members demanding arbitration shall have access to the

financial records upon which the State Bar based the determination of

the amount of dues that can be withheld. These records shall be

available for inspection and copying during normal business hours.

Copying shall be at the member's expense.

(e) The arbitrator shall determine the date, time and location of

the arbitration hearing(s) or the briefing schedule, as the case may be,

and shall so notify the parties at least 15 days prior to said hearing(s)

or the deadline for the filing of the opening brief. The arbitrator will

promptly hold hearings in which the parties will be permitted to

participate personally or through a representative, unless the parties

agree that the matter may be decided on briefs. The State Bar shall

bear the burden of proof regarding the accuracy of the determination

of the amount of dues that can be withheld. All parties will be given

the opportunity to present evidence and to present arguments in

support of their positions. The arbitrator shall not be deemed a

necessary party in judicial proceedings relating to the arbitration. The

arbitrator shall have no authority to add, subtract, set aside or delete

from any Supreme Court Rules, or State Bar bylaw. Unless otherwise

agreed by the parties, the following rules shall apply to the arbitration

proceedings:

i. There will be no transcripts or post-hearing briefs.

ii. The arbitrator will issue an award stating the reasons for the

decision within 30 business days of the closing of the hearing. The

opinion will be brief, and based on the evidence and arguments

presented.

iii. The arbitrator will charge a reasonable hourly fee for

services, including the hearing, preparation and study time, and shall

be reimbursed for all necessary expenses of the arbitration.

iv. The hearing(s) or the briefing schedule, as the case may be,

shall be completed within 60 days of appointment of the arbitrator.

(f) Members first admitted to the State Bar after the date of

notification to members shall be given that notification with their

initial dues statements. Such members shall be further notified that

they may deliver a demand for arbitration within 30 days following

receipt of the notification. If arbitration is pending at the date of

delivery of a demand for arbitration by a newly admitted member, the

newly admitted member's demand shall be consolidated with the

pending arbitration. All of the provisions of this section shall

otherwise apply to demands for arbitration filed by newly admitted

members.

1 "The arbitrator's decision would not receive preclusive effect

in any subsequent section 1983 action." Chicago Teachers Union v.

Hudson, 472 U.S. 292, 308 n. 21 (1986).

Article II Officers

Section 1. Nominations. The President-Elect, the Secretary and

the Treasurer of the State Bar shall be elected from a list of candidates

nominated in the following manner:

(a) The President of the Association with approval of the Board

of Governors shall appoint a committee of five members to nominate

candidates for said offices to be voted on at the next annual election.

The nomination committee shall be approved at the first regularly

scheduled Board meeting following the annual convention. The

committee shall issue a report naming two or more nominees for the

Office of President-Elect, two or more nominees for the Office of

Secretary and two or more nominees for the Office of Treasurer.

Before making its report, the committee shall solicit from the

membership the names of members interested in seeking nomination

to any office scheduled for election. The committee shall make its

report no later than December 15 in each year.

(b) Other persons may be nominated for any of said offices by

petition. Each nominee must provide a petition signed by not less than

one hundred active members of the Association. The petition must be

filed in the Office of the Executive Director on or before the first

business day of February of the year of the election. Before such a

petition may be filed, the nominee must consent in a written statement

to nomination for the office designated in the petition.

Section 2. Voting and Canvass of Ballots. The provisions of

Sections 4 to 8 inclusive of Article III of these By-Laws relating to the

election of members of the Board of Governors shall be applicable

also to the election of officers.

Section 3. Election of Chairperson of the Board of Governors.

The Board shall elect a Chairperson of the Board of Governors from

its members at its last regular meeting each fiscal year. The President-Elect shall appoint a nominating committee from the governors at the

second to last regular Board meeting of the fiscal year. The committee

shall nominate one or more candidates for this office. Those eligible

for nomination and election to this office are: all current Board

members, including members whose second terms expire that June,

except for the President and President-Elect. While serving as

Chairperson of the Board, the Chairperson of the Board shall be a

governor at large and no longer a district governor.

Section 4. Commencement of Term of Office. The terms of all

out-going officers of the Association and the Chairperson of the Board

of Governors shall end, and the term of their successors shall

commence, on the first day of July.

Section 5. Vacancies. A vacancy is created by the death,

incapacity, inability to serve, revocation, suspension, or

relinquishment of law licensure, or resignation of an officer, or by

removal of an office pursuant to section 7.

(a) President. If the office of President becomes vacant, the

President-elect shall succeed to the office of President for the

unexpired term of the President and shall serve a one-year term

thereafter, if the President-elect was elected as President-elect at the

previous annual election.

(b) President-elect. A vacancy in the office of President-elect

shall be filled by a vote of a majority of the total membership of the

Board of Governors. A President-elect so chosen shall succeed to the

office of President only if necessary to fill a vacancy as provided for

in this section and shall not serve an additional one-year term as

President unless elected as such at the next annual election or at an

earlier special election as the Board of Governors may require.

(c) Secretary. A vacancy in the office of Secretary shall be

filled by a vote of a majority of the total membership of the Board of

Governors. A Secretary so chosen shall not serve an additional term

as Secretary unless elected as such at the next scheduled election for

secretary, or at an earlier special election as the Board of Governors

may require.

(d) Treasurer. A vacancy in the office of Treasurer shall be

filled by a vote of a majority of the total membership of the Board of

Governors. A Treasurer so chosen shall not serve an additional term

as Treasurer unless elected as such at the next scheduled election for

treasurer, or at an earlier special election as the Board of Governors

may require.

Section 6. Temporary Vacancy. If an officer is temporarily

unable to perform his or her duties, the Board may appoint a

temporary replacement, who shall serve no longer than the remainder

of the officer's unexpired term, or until the inability to serve or license

status issue is resolved, whichever occurs first.

Section 7. Removal. An officer may be removed from office as

follows: Revocation, Suspension or Relinquishment of Law License. If

an officer's license to practice law is revoked or relinquished during his

or her term, the officer shall immediately be removed from office,

without further notice. If the officer's license to practice law is

suspended for a term less than the time remaining on his or her term,

the officer's position will be considered temporarily vacant.

Article III Board of Governors

Section 1. Qualifications of Electors. Each member of the Board

of Governors shall be elected by the active members of the State Bar

eligible to vote in the State Bar District in which such member of the

Board of Governors has his or her principal office for the practice of

law.

Section 2. Term. At the annual election members of the Board

of Governors shall be elected in the several State Bar districts by the

members entitled to vote in each Bar district where there is a vacancy

or vacancies for governor or governors whose terms expire.

Section 3. Nomination Petitions. Nominations for the Office of

Governor shall be by petition signed in respect of each nominee by

not less than ten persons entitled to vote for such candidate. Blank

forms for that purpose shall be supplied by the Executive Director of

the Association on request. Nomination petitions for candidates to be

voted on at the annual election in any year shall be filed in the office

of the Executive Director not later than the first business day of March

of such year, provided that before the filing of such petition a

statement shall be endorsed thereon by the nominee to the effect that

the nominee consents to nomination for the office designated in the

petition. No nominating petition for governor shall be filed on behalf

of any member practicing in the same county in which another

member is a governor whose term does not expire at the next annual

meeting.

Section 4. Voting List. On the third Friday of March in each

year the voting list shall close for the election in that year. Every

active member of the Association in good standing on that date shall

be entitled to vote in the State Bar District in which the member's

principal office for the practice of law is located, for officers of the

State Bar and for the governor or governors for such district to be

elected that year.

Section 5. Distribution of Ballots. On or before the second

Friday of April in each year the Executive Director or his designee

shall prepare and distribute the required ballots to each active member

of the State Bar entitled to vote at the annual election. Ballots may be

distributed by electronic or regular mail. One form of ballot sent to

persons entitled to vote in each State Bar District shall contain the

names of the nominees for the several offices of the State Bar to be

filled at the annual election. If any such person entitled to vote in such

election fails to receive his or her ballots, or if it appears that any such

ballot has been lost or destroyed, a new ballot shall be furnished to the

person. Twelve noon on the fourth Friday of April in each year shall

be the last day and time for voting in such election and no ballots

received after that date and time shall be counted.

Section 6. Voting of Ballots. No ballot shall be counted unless

returned on or before the last day and time for voting, in an envelope

marked "Ballot" or in the manner designated by the electronic ballot

provider.

Section 7. Checking and Custody of Ballots. The Executive

Director or his designee shall receive and have custody of the ballots

after they are voted until they are canvassed. All such ballots shall be

segregated as to State Bar districts from which they are received and

shall remain unopened until canvassed.

Section 8. Canvass of Ballots. The ballots shall be canvassed by

an independent entity. The candidate receiving the highest number of

votes for each office shall be declared elected. In case of a tie vote the

Executive Committee shall determine the successful candidate by lot

drawn by the Committee. The independent entity shall certify the

results to the Executive Director, who shall forthwith notify the

candidates and announce the results. Upon completion of the canvass,

the independent entity shall be allowed to destroy all completed and

blank ballots in the possession of the independent entity on or after

August 1 unless notified otherwise by the further order of the Board of

Governors.

Section 9. Vacancy. A vacancy is created by the death,

incapacity, inability to serve, revocation, suspension, or

relinquishment of law license, or resignation of a governor, or by

removal of a governor pursuant to section 10.

(a) Governor. Any vacancy in the office of an elected governor

shall be filled by the Board for the remainder of the unexpired term.

Any member appointed to fill such a vacancy shall be eligible for

election to two consecutive full terms as a governor. Any vacancy in

the office of an appointed public member shall be filled by the

Supreme Court. Any vacancy in the office of a division representative

shall be filled in accordance with the bylaws of the division.

(b) Temporary Vacancy. If a governor is temporarily unable to

perform his or her duties, the Board may appoint a temporary

replacement, who shall serve no longer than the remainder of the

governor's unexpired term, or until the inability to serve or license

status issue is resolved, whichever occurs first. The replacement shall

be a member whose principal office, or residence, if the member has

no principal office, is in the same district as that of the governor who

is being temporarily replaced.

Section 10. Removal. A Governor may be removed from office

as follows: Revocation, Suspension or Relinquishment of Law

License. If a governor's license to practice law is revoked or

relinquished during his or her term, he or she shall immediately be

removed from the Board, without further notice. if the governor's

license to practice law is suspended for a term less than the time

remaining on his or her term, the Governor's position will be

considered temporarily vacant.

Section 11. Meetings of Board of Governors. (a) There shall be

a regular meeting of the Board of Governors in each year at the time

of the annual meeting of members of the State Bar. There shall be at

least three additional regular meetings in each year. The meetings

shall be on the dates set by the President and announced no later than

thirty days following the President's assumption of office on July 1.

Special meetings of the Board of Governors may be held at any time

upon call of the President, and shall be called by the President upon

written request signed by seven members of the Board.

(b) Notice of the time and place of regular and special meetings

of the Board shall be given to each member by the Executive Director

by mail or telephone at least five days before the meeting. At any

regular meeting of the Board any business may be transacted which is

within the power of the Board, whether or not specified in the call or

notice of the meeting. At any special meeting of the Board, any

business may be transacted which is within the power of the Board if

specified in the call or notice of the meeting. Members of the Board

may participate and vote by telephone at any special meeting, but not

at a regular meeting. Members appearing by telephone at a special

meeting shall be deemed present for the purpose of determining a

quorum. Action by the Board may be taken by a majority of members

present at a meeting at which a quorum is present, except action upon

legislative proposals, proposed supreme court rule changes and

proposed executive agency rule changes shall require approval by a

60% majority of members present at a meeting at which a quorum is

present. At any regular or special meeting, any business placed on a

consent agenda that is part of the notice or call will be acted upon

without debate. Business listed on the consent agenda may be

removed by any one governor within a 72-hour notice to the Secretary

of the State Bar.

Section 12. Members of Judicial Council. Upon expiration of

the term of office of each member of the Judicial Council selected by

the Wisconsin Bar Association pursuant to the provisions of sec.

758.13, Wisconsin Statutes, the successor in such office shall be

elected from the active members of the State Bar in the manner

provided for the election of officers.

Section 13. American Bar Association Delegates. (a) Upon

expiration of the term of office of each State Bar delegate of the

House of Delegates of the American Bar Association, the successor

shall be elected by the Board of Governors and every vacancy

thereafter occurring in such office shall be filled in the manner

specified below.

(b) The election of delegates shall be held at the meeting of the

Board of Governors held in conjunction with the annual meeting of

the State Bar of Wisconsin each year.

(c) Qualification for election as State Bar of Wisconsin delegate

to the American Bar Association House of Delegates shall be

membership in the State Bar of Wisconsin and the American Bar

Association and shall be made by petition of nomination to such

office endorsed by at least ten members of the State Bar of Wisconsin

Board of Governors, except that a candidate for Young Lawyer

delegate who is otherwise qualified under section 6.4 of the American

Bar Association Constitution shall be nominated by petition endorsed

by at least four members of the Young Lawyers Division Board of

Directors. Members of the State Bar of Wisconsin Board of

Governors or, in the case of nomination of the Young Lawyer

delegate, members of the Young Lawyers Division Board of

Directors, may endorse any number of candidate petitions. Petitions

for nomination shall be substantially in the form of petition for

election to the State Bar of Wisconsin Board of Governors as

prescribed in Article III, Section 3 of the State Bar of Wisconsin

Bylaws with appropriate changes in order to make the petition

germane to this purpose. Petitions for nominations shall be filed in the

office of the Executive Director of the State Bar of Wisconsin no later

than the 15th day of April in the year the election is to be held.

(d) Notice of election for terms of delegates expiring at the

close of the American Bar Association Annual Meeting each year

shall be substantially in the form as the notice attached hereto as

Exhibit A. Said notice shall be published in February in an official

State Bar publication pursuant to SCR10.12.

(e) Commencing with delegates elected at the meeting of the

Board of Governors held in conjunction with the 1994 Annual

Meeting of the State Bar of Wisconsin, no candidate shall be elected

to more than three consecutive terms.

Exhibit A

Notice of Election of State Bar of Wisconsin Delegates to the

American Bar Association House of Delegates.

An election of two members or in odd numbered years, one

member and one member of the Young Lawyers Division, of the State

Bar of Wisconsin to the American Bar Association House of

Delegates (House) will be held at the meeting of the Board of

Governors on the _____ day of ____ 20 ____. Those members

interested in representing the State Bar of Wisconsin in such capacity

are referred to Article III, Section 11 of the State Bar of Wisconsin

Bylaws for qualifications for election and election procedure. Below

is a brief description of the American Bar Association House of

Delegates as well as the duties of said office.

The House has the ultimate responsibility for establishing

Association policy, both as to the administration of the Association

and it positions on professional and public issues. The House elects

the officers of the Association and members of the Board of

Governors upon nomination of the Nominating Committee. The

House has sole authority to amend the Association's Bylaws and has

authority to amend the Association's Constitution upon concurrence of

the Association's Assembly of members. The House authorizes

committees and Sections of the Association and has the authority to

discontinue them. The House sets the dues for membership upon

recommendation of the Board of Governors.

A Delegate is responsible for attending each meeting of the

House, participating fully in its proceedings and discharging the

responsibilities of the House. The State Bar of Wisconsin reimburses

the expenses incurred by its delegates for transportation and lodging

for the meeting of the House held at the Annual Meeting of the

American Bar Association. The American Bar Association reimburses

the expenses, which conform to the American Bar Association policy,

incurred by all delegates for transportation to the Mid-year meeting of

the House. The State Bar reimburses its delegates for lodging

expenses incurred by its delegates at the Mid-year meeting of the

house.

It is the responsibility of each Delegate to keep his or her

constituency fully apprised of the actions taken by the House, and, to

the extent possible, matters pending before the House; and to assist

constituent entities in presenting issues of concern for debate and

action by the House.

Article IV Standing Committees

Section 1(a). Appointment. Number of Members. Term. Each

of the standing committees other than the Committee on Legal

Assistance and the Continuing Legal Education Committee shall

consist of 12 members. The Committee on Legal Assistance shall

consist of 18 members, 3 of whom are attorneys employed by legal

services, legal aid, or legal assistance providers. The Continuing Legal

Education Committee shall consist of 13 members, one of whom must

be a member of the Government Lawyers Division. The Diversity

and Inclusion Oversight Committee shall have at least one member

from the Board of Governors. The members of each such committee

shall be appointed by the President for a term of three years, so

arranged that the term of office of only one-third of the members shall

expire in any year. No person is eligible for appointment to the same

committee for more than two consecutive terms. The Government

Lawyers Division member of the Continuing Legal Education

Committee shall be appointed by the President for a term of one year.

The chairperson of each committee shall be designated by the

President for a term of one year. In the event of any vacancy in any

committee it shall be filled by appointment by the President for the

unexpired term. Members of committees shall serve until the

appointment of their respective successors. A majority of the members

of any committee shall constitute a quorum for the transaction of

business. Each committee shall keep a record of its meetings and

proceedings and shall submit an annual report to the Board of

Governors. The Board of Governors may assign powers or duties to

any standing committee in addition to those hereinafter set forth.

(b) Removal for Nonattendance. After two consecutive

nonexcused absences from meetings of any committee, the

chairperson of the committee shall report said absences to the

President. The President shall thereupon notify such member of the

member's removal from the committee, and appoint a replacement for

the balance of the term of office.

Section 2. Committee on Continuing Legal Education. This

committee shall provide guidance for the State Bar of Wisconsin's

continuing legal education program, which is designed to serve the

public interest by improving the competence of lawyers. Competence

includes knowledge of substantive and procedural law, principles of

ethics and professionalism, and techniques of law practice

management. The continuing legal education program should be

committed to providing a range of high quality educational and

practice resources at competitive prices while recognizing that its long

term vitality is dependent upon fiscal responsibility.

Section 3. Committee on Professional Ethics. This committee

shall formulate and recommend standards and methods for the

effective enforcement of high standards of ethics and conduct in the

practice of law; shall consider the "Rules of Professional Conduct for

Attorneys" as adopted by the Wisconsin Supreme Court and the

observance thereof, and shall make recommendations for appropriate

amendments thereto. The committee shall have authority to express

opinions regarding proper professional conduct, upon written request

of any member or officer of the State Bar. However, the committee

shall not issue opinions as to the propriety of past or present conduct

of specific member attorneys unless requested to do so by a grievance

committee of the State Bar or by the Board of Governors of the State

Bar. Unless waived by the requestor or subject, the identities of all

requestors of past and current opinions or advice shall be confidential

and information relating thereto shall also remain confidential.

Members of the committee or designees who provide ethics advice to

member attorneys shall be subject to this requirement of

confidentiality.

Section 4. Committee on Communications. This committee shall

create, develop and implement effective means and methods of

communication between the State Bar, courts, attorneys, clients, all

forms of media and the general public. It shall suggest, encourage and

foster the activities of local bar associations in communicating more

efficiently and effectively in their respective areas. It shall be

responsible for the relations of the State Bar to the public and shall

report and make recommendations from time to time to the Board of

Governors.

Section 5. Committee on Legal Assistance. This committee shall

promote the establishment and efficient maintenance of legal aid

organizations equipped to provide legal services to those unable to

pay for such service; shall study the administration of justice as it

affects persons in the low income groups; and shall study and report

on methods of making legal service more readily available to persons

of moderate means, and shall encourage and assist local bar

associations in accomplishing this purpose.

Section 6. Diversity and Inclusion Oversight Committee. This

committee shall carry out diversity and inclusion commitment and

goals of the State Bar; shall advise, facilitate and monitor efforts of

the State Bar with regard to diversity and inclusion goals and

strategies; shall recommend metrics to assess and monitor the State

Bar’s progress in advancing diversity and inclusion; shall maintain

records and results on the State Bar’s diversity and inclusion

initiatives; shall collect and share information on diversity and

inclusion projects from other jurisdictions; and shall report directly to

the Executive committee on a continuous basis. The committee shall

report at least annually to the board of Governors.

Section 7. Special Committees. Each special committee shall

consist of a number of members determined and appointed by the

President or, if the special committee is a committee of the Board of

Governors, such number as shall be determined and appointed by the

President with the advice and consent of the Board of Governors.

Appointments to special committees shall be for a term of one year.

No person is eligible for appointment to the same special committee

for more than four consecutive years. Creation or abolition of a

special committee by the President is subject to review and approval

by the Board of Governors. The Chairperson of each special

committee, other than a committee of the Board, shall be designated

by the President for a term of one year. The Chairperson of each

committee of the Board shall be designated by the Board for a term of

one year. In the event of any vacancy in any special committee, it

shall be filled by appointment by the President or, in the event of a

vacancy in a committee of the Board, by the Board for the unexpired

term. Members of the special committee shall serve until the

appointment of their respective successors. Each special committee

shall keep a record of its meetings and proceedings and shall submit

an annual report to the Board of Governors. The members of any

special committee shall be subject to the removal provisions contained

in Section 1(b).

Section 8. Legislative Oversight Committee.

(a) Composition. The Legislative Oversight shall be a standing

committee composed of nine voting members, selected as follows:

The President shall appoint four committee members, including the

committee chair, each year; and the Section Leaders Council shall

elect one member. Members shall serve for two-year terms. The first

year that this Section becomes effective, the current president shall

appoint eight members: four to two year terms and four to one year

terms. The Executive Director and the State Bar Director of Public

Affairs shall serve as ex-officio/nonvoting members. A vacancy shall

be filled by the person or body responsible for originally appointing or

electing the member whose departure from the committee has created

the vacancy. Members of the Legislative Oversight Committee shall

represent the State Bar as a whole and do not represent any individual

section, division, or constituency. The committee shall recommend

action(s) consistent with the overall best interest of the State Bar.

(b) Functions. (1) General. The Legislative Oversight

Committee shall review and monitor all public policy positions, as

defined in subsection (c), taken or proposed to be taken by the State

Bar or its sections and shall assist the State Bar government relations

staff in planning, setting priorities, and allocating resources. The

Legislative Oversight Committee also shall make recommendations

and report to the Executive Committee and/or to the Board regarding

State Bar and section public policy positions. The Legislative

Oversight Committee shall also resolve all conflicts between sections

seeking to take public policy positions pursuant to the procedures set

forth in subsection (b)(4) and is the final arbiter of such disputes. The

Legislative Oversight Committee shall be subject to the information

requests and reporting requirements set forth in Article IV, Section

1(a).

(2) State Bar Positions. The Legislative Oversight Committee

shall generally monitor State Bar government relations staff for

compliance with Supreme Court Rules and compliance with the

Keller rules on permissible lobbying activity by mandatory bar

associations.

(3) Section Positions. The Legislative Oversight Committee

shall monitor public policy positions adopted by the sections, the

setting of section lobbying fees, and the costs of each section’s annual

legislative activity. The committee may order a section to cease using

State Bar resources or to delay publicly releasing or expressing a

public policy position until reasonable notice and/or an opportunity to

act is given to the Board of Governors and/or the Executive

Committee if: (a) a section position is contrary to, or in conflict with,

a State Bar position; (b) a section position is contrary to, or in conflict

with, another section’s position, or opposed by another section; (c) the

proposed communication does not sufficiently and clearly

communicate that the position is that of a group of lawyers within the

Bar and is not the position of the State Bar; (d) the section has not

complied with subsection (c)(3).

(4) Conflict Resolution. Whenever a conflict between two or

more sections arises with regard to a public policy position, the

following procedure will apply.

(i) The Chair shall first request the sections to meet informally

to discuss the issues and try to work out an amicable resolution.

(ii) If informal discussions under (i) are unsuccessful, the Chair

in his or her judgment may appoint a mediator to help the sections

reach a solution;

(iii) If mediation is unsuccessful, or if in the Chair’s judgment

the conflict is intractable such that mediation would not be

worthwhile, the Chair shall appoint a subcommittee of three members

of the Committee, including a subcommittee chair, to review materials

and hold a hearing on the matter. The subcommittee shall set

deadlines for the submittal of materials from each section based upon

the time frames involved in the issue and then shall hold a hearing,

unless time does not permit for a hearing. Minutes shall be kept of any

hearing. The subcommittee shall then issue a written decision

governing which section, if any, may take the requested public policy

position or such other guidelines and procedures for the sections to

take positions on the issue in question.

(iv) The non-prevailing section in (iii) above may appeal the

subcommittee’s decision to the full Committee. The full Committee

shall not review the matter de novo, but rather will review the

materials previously submitted, the minutes from any hearing, and the

decision of the subcommittee. The full Committee shall then vote on

whether the subcommittee fairly applied State Bar Rules, By-laws,

and procedures in reaching its decision. The decision of the full

Committee is final and non-appealable.

(v) The Chair and/or the Committee may from time to time

create further policies and procedures for conflict resolution that are

not in conflict with, and do not supersede, above subsections (i) – (iv),

for the more efficient resolution of conflicts. Notice of such policies

and procedures shall be given to all sections and the Board of

Governors in a timely fashion.

(5) Meetings; voting. The Legislative Oversight Committee

shall meet at the call of the chair or at the call of the President.

Meetings may be held on reasonable notice. Action on any matter

requires approval by the affirmative vote of a majority of the

committee’s members. When necessary, late voting by members

unable to attend or participate in the meeting will be counted.

(c) Public Policy Positions. (1) Definition. Public policy

positions are statements, comments, and/or expressions of opinion

concerning changes or proposed changes to, proposed or existing,

laws, rules, or actions of the legislative, executive, and judicial

branches of government and other positions of public advocacy.

(2) Public Policy Positions of the State Bar. Public policy

positions of the State Bar as a whole shall be governed by procedures

as adopted by the Board of Governors, including the 60 percent

requirement set forth in Article III, Section 11(b). The vote on

whether to approve the taking of a public policy position shall be by

roll call. Divisions and committees may not take public policy

positions on behalf of themselves or the State Bar except as

authorized by the Board of Governors.

(3) Public Policy Positions of Sections.

(i) Criteria. No section or State Bar member on behalf of a

section may express a position on a matter involving an issue of

public policy unless the following conditions are met: (a) the matter is

one on which the section’s views would have particular relevance; (b)

the position is adopted in accordance with section bylaws; (c) the

position is expressly stated to be taken only on behalf of the section;

(d) the section public policy position is adopted in accordance with

procedures for public policy positions adopted by the Board of

Governors; (e) the position is not contrary to an expressed State Bar

position; (f) the section sends a summary of the public policy to the

Legislative Oversight Committee; and (g) no section shall undertake

any act which constitutes lobbying without the knowledge and

consent of the State Bar’s Director of Public Affairs or a designate.

Review of section public policy positions shall be conducted pursuant

to subsection (b)(3).

(ii) Bylaws. No section shall lobby unless its bylaws meet the

requirements as set forth by the Board of Governors.

Article V Finance Committee

Section 1. Composition. There shall be a continuing Special

Committee on Finance composed of the President, President-Elect,

immediate Past-President, Treasurer, Chairperson of the Continuing

Legal Education Committee or his or her designee, and four members

who shall be appointed by the President and shall be experienced with

the governing of the Bar and with financial management. The

President shall appoint the chairperson.

Section 2. Functions. The Committee on Finance shall review

the annual budget proposed by the Executive Director and make

recommendations to the Board of Governors thereon, and shall

maintain continuing budget and expenditure scrutiny during the year.

The committee shall also deal with other financial aspects of the

Association's operation, including review of financial statements and

recommendations thereon, pension administration, investment and

other asset management, and long-range financial planning; shall

serve as a resource on financial policies and procedures for proposed

actions of the Board of Governors and the Executive Committee; and

shall perform such other functions and duties as are assigned by the

Board of Governors, the Executive Committee or the President.

Article VI Section Organization and Activities

Section 1. Establishment, Consolidation and Discontinuance of

Sections.

(a) Establishment of Section. A section may be established by

the Board of Governors if the proposed section is dedicated to a field

of law or area of practice or interest related to the practice of law that

is consistent with the purposes of the State bar.

(1) Content of Application. An application to the Board of

Governors for establishment of a section may be filed with the

Executive Director by a State Bar member. Each such application

shall set forth: (i) the field of law or area of practice or interest related

to the proposed section; (ii) a statement of the need for the proposed

section; (iii) whether the section intends to lobby; (iv) the proposed

bylaws for the governance of such section; (v) a list of State Bar

members who have signified their intent to apply for membership in

the proposed section; and (vi) any other relevant information.

(2) Consideration by Board of Governors. An application for

establishment of a section shall be granted by the affirmative vote of

60 percent of the total membership of the Board of Governors after

consideration of the position of the Section Leaders Council on the

issue.

(3) Criteria. When reviewing an application for establishment

of a new section, the Board of Governors shall consider the following

criteria: (i) whether any existing section covers the field of law or area

of practice that will be related to the proposed section; (ii) whether the

proposed section is consistent with the purposes of the State Bar; (iii)

the level of interest by State Bar members in the proposed section; and

(iv) if the section is to be a lobbying section, whether the membership

will be large enough to support the cost of such lobbying through its

dues.

(b) Consolidation of Sections. An application for consolidation

of sections may be filed with the Executive Director by any voting

State Bar member. Such proposal shall set forth the reasons for the

proposed consolidation. An application for consolidation may be

granted by the affirmative vote of 60 percent of the total membership

of the Board of Governors after consideration of the position of the

Section Leaders Council on the issue and after reasonable notice to

the members of each section proposed to be consolidated.

Section 2. Membership. Any State Bar member may enroll in a

section subject to membership requirements imposed by the section.

Section 3. Section Governance.

(a) Bylaws. Each section shall be governed by its own bylaws

not inconsistent with the State Bar Bylaws. The section bylaws and

any amendments thereto shall become effective when the Board of

Governors approves them. Any section that intends to engage in

lobbying or other public policy activity must adopt lobbying-related

bylaws as established by the Board of Governors.

(b) Section Dues. The members of any section may be required

to pay section dues in such amount and for such purposes as the

section, with the approval of the Board of Governors, may from time

to time determine.

(c) Section Meetings. The officers and directors of each section

shall arrange for meetings at such times and places as the section

board and officers may determine.

(d) Reports. Each section shall submit to the Board of

Governors a report of the activities of the section by a designated date.

Section 4. Section Leaders Council.

(a) Establishment and Composition. There is hereby

established a Section Leaders Council (“SLC”). Composed of one

representative of each State Bar section. Each section board shall

designate a representative according to the SLC bylaws.

(b) Bylaws. The SLC shall be governed by bylaws not

inconsistent with the State Bar Bylaws. The SLC bylaws and any

amendments thereto shall become effective when the Board of

Governors approves them.

Section 5. Expenses. Expenditures out of the dues of sections

shall be made only by direction of the section board; and the treasurer

of the State Bar shall pay out of such dues only such amounts as the

chairperson of the section shall certify to have been so authorized.

Article VII Amicus Curiae Briefs Briefs amicus curiae may be

authorized and filed in the name of the State Bar of Wisconsin or one

of its sections or divisions pursuant to the following guidelines,

policies and procedures:

Section 1. State Bar of Wisconsin Briefs.

(a) Authorization. The Board of Governors may authorize the

preparation and filing of a State Bar of Wisconsin brief amicus curiae

by an affirmative vote of at least two-thirds of those members present

and voting

(b) Appropriate Cases. Briefs amicus curiae may be authorized

only when consistent with the purposes of the State Bar, as expressed

in SCR 10.02(2).

(c) Preparation and Filing of Briefs.

1. A brief amicus curiae may be filed only after review and

approval by the President of the State Bar who, in consultation with

others as may be necessary and appropriate, shall insure that the brief

is of high professional quality and an accurate representation of State

Bar policy.

2. In addition to the person or persons actually preparing the

brief, the President of the State Bar shall also appear as counsel on the

brief.

3. The State Bar shall pay for the costs of printing and filing an

amicus curiae brief but will pay no legal fees for preparation or

review of such brief.

(d) Role of Individual Members, Committees, Divisions and

Sections.

1. Whenever practicable, appropriate State Bar committees,

divisions and sections shall be consulted prior to authorization of an

amicus curiae brief.

2. Individual members, committees, divisions and sections may

recommend that a brief amicus curiae be filed in the name of the State

Bar of Wisconsin, which recommendation shall include:

a. A full statement of the facts of the controversy and the status

of the litigation;

b. A statement of the principles of law to be supported with a

full explanation of the applicant's reasons for believing that the case is

an appropriate one for State Bar involvement;

c. A statement advising when the recommendation was

authorized and a description of any dissenting views when presented

by a committee, division or section;

d. A full disclosure of any personal or professional interest in

the matter of any proponent of the recommendation, or of any

individual member of the section or division directors or officers or

committee members which authorized the submission of the

recommendation;

e. The name of the person or persons who are proposed to

prepare the brief amicus curiae;

f. The names of all interested parties to whom a copy of the

recommendation has been furnished prior to submission to the Board

of Governors or Executive Committee.

(e) Involvement by State Bar Membership.

1. Whenever practicable, before the Board of Governors or

Executive Committee votes on whether to authorize the filing of an

amicus curiae brief, notice of the proposed action, inviting comment

and recommendations from State Bar members, shall be published

pursuant to SCR 10.12 or distributed by a method designed to reach

State Bar members as quickly as possible.

2. All comments and recommendations from the membership

timely received under (e)(1) shall be considered by the Board of

Governors or Executive Committee prior to taking the proposed

action.

Section 2. Section and Division Briefs.

(a) Authorization. No amicus curiae brief shall be filed by any

committee, section or division of the State Bar of Wisconsin without

the authorization provided herein.

1. Upon receipt of any request to file an amicus curiae brief

from any person, lawyer, committee, section or division of the State

Bar, the President or designee shall, as soon as practical,

telephonically or electronically communicate such request to counsel

for the opposing party in the court below and to any other committee,

section or division of the State Bar that reasonably would be expected

to have an interest in the issues of the case and invite any timely

comment to such request.

2. If a request originates from a court, whether it goes first to a

committee, section or division or directly to the Board of Governors,

the foregoing paragraph shall not apply.

3. Authorization for the preparation and filing of a brief amicus

curiae by a committee, section or division shall be by an affirmative

vote of at least two-thirds of the members of the Board of Governors

present and voting at an official meeting of the Board of Governors.

4. In the event the President of the State Bar of Wisconsin

determines it is not feasible or practical for the Board of Governors to

meet and act upon a requested authorization to file a brief amicus

curiae, then Paragraph 3 shall not apply. In such case the President

shall electronically communicate the request for such brief and any

comments to all members of the Board of Governors, which

communication shall be for informational and comment purposes

only. The President shall then contact and convene, either in person or

through telephonic or electronic communication, a meeting of the

Executive Committee of the State Bar of Wisconsin. The committee

shall then, where deemed appropriate by the President, assume the

responsibilities of the Board of Governors as to the authorization of

the preparation and filing of an amicus curiae brief by affirmative

vote of at least two-thirds of the members of the Executive Committee

then participating and voting, provided that those Executive

Committee members participating and voting constitute at least a

majority of the Executive Committee.

5. If for any reason the President of the State Bar of Wisconsin

is unable to assume the duties provided for above, the President-elect

shall be authorized to act in the capacity of the President of the State

Bar of Wisconsin for the limited purpose of determining whether or

not it is feasible and practical to require an authorization of the total

Board of Governors, or whether the situation demands immediate

action and therefore the convening of the Executive Committee for the

purpose of considering the amicus curiae brief request.

6. The President has the discretion to refuse to consider a

request to file an amicus curiae brief in the event it is not submitted in

a timely manner.

(b) Appropriate Cases. Briefs amicus curiae may be authorized

only when consistent with the purposes of the State Bar, as expressed

in SCR 10.02(2) and the purposes of the section or division as

expressed in the section bylaws.

(c) Preparation and Filing of Briefs.

1. A brief amicus curiae may be filed only after review and

approval by the chairperson of the section or president of the division

who, in consultation with others as may be necessary and appropriate,

shall insure that the brief is of high professional quality and an

accurate representation of section or division policy and in accordance

with the authorization of the Board of Governors.

2. In addition to the person or persons actually preparing the

brief, the chairperson of the section or president of the division shall

also appear as counsel on the brief.

3. The section or division may pay for the costs of printing and

filing an amicus curiae brief but may not pay legal fees for

preparation or review of such brief.

4. The brief must include a statement that it is filed only by the

section or division, not the Board of Governors or any other State Bar

entity.

(d) Role of Individual Members, Committees, Divisions and

Sections.

1. Whenever practicable, appropriate State Bar committees, and

other divisions and sections shall be consulted prior to requesting

authorization of an amicus curiae brief by the Board of Governors.

2. A section or division request for authorization to file an

amicus curiae brief shall include:

a. A full statement of the facts of the controversy and the status

of the litigation;

b. A statement of the principles of law to be supported with a

full explanation of the reasons for believing that the case is an

appropriate one for section or division involvement;

c. A statement advising when and by what vote it was decided

to request authorization to file an amicus brief and a description of

any dissenting views;

d. A full disclosure of any personal or professional interest in

the matter of any individual member or officer or director of the

section or division;

e. The name of the person or persons who are proposed to

prepare the brief amicus curiae;

f. The names of all interested parties to whom a copy of the

request for authorization has been furnished prior to submission to the

Board of Governors or Executive Committee.

(e) Involvement by State Bar Membership.

1.Whenever practicable, before the Board of Governors or

Executive Committee votes on whether to authorize the filing of an

amicus curiae brief, notice of the proposed action, inviting comment

and recommendations from State Bar members, shall be published

pursuant to SCR 10.12 or distributed by a method designed to reach

State Bar members as quickly as possible.

2. All comments and recommendations from the membership

timely received under (e)(1)1 shall be considered by the Board of

Governors or Executive Committee prior to taking the proposed

action.

Article VIII Indemnification of Officers, Employees, and Agents

Section 1. Power. The State Bar of Wisconsin (herein State

Bar) shall indemnify any person who was or is a party or threatened to

be made a party to any threatened, pending or completed action, suit

or proceeding, whether civil, criminal, administrative or investigative

and whether with or without merit (other than an action, suit or

proceeding by or in the right of the State Bar) by reason of the fact

that he or she is or was a member of the Board of Governors of the

State Bar or its Executive Committee, an officer or employee of the

State Bar, or an agent of the State Bar acting on its behalf as a

committee, division, or section member or as an appointee of an

officer or the Executive Director of the State Bar (all of the above

herein designated as "State Bar Persons"), against expenses, including

attorney's fees, judgments, fines and amounts paid in settlement,

actually and reasonably incurred by the person in connection with

such action, suit or proceeding if he or she breached or failed to

perform any duty resulting solely from his or her status as a State Bar

Person unless the breach or failure to perform constitutes any of the

following:

(a) A willful failure to deal fairly with the State Bar or its

members in connection with a matter in which the State Bar Person

has a material conflict of interest.

(b) A violation of criminal law, unless the State Bar Person had

reasonable cause to believe his or her conduct was lawful or no

reasonable cause to believe his or her conduct was unlawful.

(c) A transaction from which the State Bar Person derived an

improper personal profit.

(d) Willful misconduct.

Section 2. Effect of Termination. The termination of any action,

suit or proceeding referred to in Section (1) by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its

equivalent, shall not of itself create a presumption that

indemnification of the State Bar Person is not required under this

section.

Section 3. Success on Merits. To the extent that a State Bar

Person has been successful on the merits or otherwise in defense of

any action, suit or proceeding referred to in section (1), or in defense

of any claim, issue or matter therein, he shall be indemnified against

expenses, including attorney's fees, actually and reasonably incurred

by the person in connection therewith.

Section 4. Denial of Indemnification. Any indemnification

under section (1) shall be made by the State Bar unless there is a

determination that indemnification of the State Bar Person is improper

in the circumstances because he or she has breached or failed to

perform a duty in a manner described in Section (1)(a) to (d). Such

determination shall be made by one of the following subject to review

by the court which conducted the action, suit or proceeding or by

another court of competent jurisdiction:

(a) By the Executive Committee of the Board of Governors of

the State Bar by a majority vote of a quorum consisting of members

who were not parties to such action, suit or proceedings; or

(b) By the Board of Governors of the State Bar by a majority

vote of a quorum consisting of members who were not parties to such

action, suit or proceeding.

Section 5. Advance Payment. Expenses including attorney's

fees, incurred in defending a civil or criminal action, suit or

proceeding may be paid by the State Bar in advance of the final

disposition of such action, suit or proceedings upon receipt of an

undertaking by or on behalf of the State Bar Person to repay such

amount if it is ultimately determined that he or she is not entitled to be

indemnified by the State Bar as provided in this Article.

Section 6. Insurance. The State Bar shall have power to

purchase and maintain insurance on behalf of any State Bar Person

against any liability asserted against the person and incurred by him or

her in any capacity as a State Bar Person whether or not the State Bar

would have to indemnify against such liability under this Article.

Where there is insurance coverage the State Bar will not indemnify

against attorney's fees paid by the State Bar Person except where such

person has reasonably retained counsel because a claim exceeds the

insurance coverage.

Article IX Amendment

The provisions of these By-Laws shall be subject to amendment

or abrogation by (i) resolution adopted by vote of two-thirds of the

members of the Board of Governors, or (ii) action of the members of

the Association expressed through the referendum procedure defined

in SCR 10.08. When any change in the By-Laws has been made, the

Executive Director shall publish notice thereof, including a copy of

the amendatory resolution, in an official publication of the State Bar

pursuant to SCR 10.12, and he or she shall file a certified copy thereof

with the Clerk of the Supreme Court.

A petition for review of any such change in the By-Laws will be

entertained by the Court if signed by twenty-five or more active

members of the Association and filed with the Clerk of the Court

within sixty days after publication of notice of such change. Hearing

upon such a petition will be pursuant to notice in such manner as the

Court may direct.