Bylaws

The American Board of Certification

Preamble

The American Board of Certification was established as a result of the merger of the certification programs of the American Bankruptcy Board of Certification and the Commercial Law League of America Academy of Commercial and Bankruptcy Law Specialists. The sponsoring bodies of The American Board of Certification are the American Bankruptcy Institute and the Commercial Law League of America.

Article I: Name and Offices

Section 1. Name The name of the corporation shall be The American Board of Certification (hereinafter the "Corporation").

Section 2. Offices The Corporation shall have and continuously maintain a registered office and a registered agent whose office is identical with such registered office in the State of Virginia, and may have such other offices within or without the State of Virginia as the Board of Directors may from time to time determine.

Article II: Purposes

Section 1. Not For Profit The Corporation is organized under and shall operate as a Virginia not for profit corporation and shall have such powers as are now or as may hereafter be granted by the laws of the State of Virginia.

Section 2. Purposes The purposes of the Corporation are to:

1. Encourage the study of bankruptcy and commercial law;
2. Protect the public interest by maintaining the standards and advancing the practice of consumer bankruptcy, business bankruptcy and creditors’ rights as fields of specialty;
3. Determine minimum standards for those individuals who seek certification in consumer bankruptcy, business bankruptcy and creditors’ rights;
4. Conduct a comprehensive formal examination process for identification and certification of qualified candidates;
5. Grant and issue certificates in consumer bankruptcy, business bankruptcy and creditors’ rights to candidates who voluntarily apply and meet the Corporation’s requirements for certification;
6. Provide a mechanism for recertification in consumer bankruptcy, business bankruptcy and creditors’ rights;
7. Protect the public interest by maintaining a registry of individuals holding active and lapsed certificates issued by the Corporation;
8. Perform and do any and all such other acts as are necessary, convenient and proper to the attainment of these objectives.

Article III:Board of Directors

Section 1. Authority and Responsibility The governing body of the Corporation shall be the Board of Directors (hereinafter the "Board"). The Board shall supervise, control, and direct the affairs of the Corporation.

Section 2. CompositionThe Board shall have at least fifteen (15) members (hereinafter "Directors"). The Board may have more Directors, the exact number to be fixed from time to time by resolution of the Board. The Board may also elect as ex officio non-voting members of the Board the persons holding the offices of the Executive Vice President of the Commercial Law League of America and the Executive Director of the American Bankruptcy Institute, by virtue of the office as such and without regard to term limits otherwise applicable to voting members of the Board. Ex officio members shall not be counted as Board members for the purposes of determining a quorum or the number of members comprising the Board of Directors.

Section 3. Qualifications All Directors, with the exceptions of ex officio members, law professors and former judges, shall be certified by the Corporation. To be eligible for Board service, all attorneys nominated to be Directors must hold an ABC certification prior to Board nomination. Former judges, law professors and individuals who are not eligible for certification and who the Board deems appropriate for nomination are exempt from this requirement.

Section 4. ElectionThe Board shall consist of the Chair of the Corporation, the current President of the Corporation, a Chair elected by the Board and any number of additional Directors elected by the Board. In selecting the Directors to be nominated, the Nominating Committee shall make an effort to have the Board represent a crosssection of the academic, judicial, geographic, and practice interests within the bankruptcy and commercial law professions.

Section 5. Term The Directors shall serve three-year terms. Directors shall serve until successors have been duly elected and qualified, or until their death, resignation or removal. Unless a Director is a) serving as an officer, b) chair of a committee, or c) the term limit has been waived by the Board as provided below, a Director may serve no more than two (2) consecutive three-year terms except that a Director elected to fill an unexpired term may serve for both the remainder of the unexpired term and up to two (2) consecutive three-year terms thereafter. The Directors shall serve staggered terms so that no more than one-third of the terms shall expire at any given time. The term limit may be waived to allow a Director to serve additional consecutive terms in recognition of superior performance by a majority vote of the Directors at a meeting where a quorum is present.

Section 6. Regular Meetings Regular meetings of the Board shall be held at least twice each calendar year at such times and places as determined by the Board. The last regular meeting in each calendar year shall be considered the annual meeting ("Annual Meeting") of the Board.

Section 7. Special Meetings Special meetings of the Board may be called by or at the request of the majority of the Executive Committee or any five (5) Directors. The person or persons calling any special meeting of the Board shall set forth in the notice the purpose, time, and place of such special meeting.

Section 8. NoticeNotice of any regular or special meeting of the Board shall be given at least ten (10) days prior thereto, by written or printed notice delivered personally, by mail, by e-mail, or by facsimile transmission to each Director at his or her address as shown in the records of the Corporation; provided, however, that in the case of a special meeting held through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, notice of the meeting shall be given forty-eight hours prior thereto. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 9. Quorum and Manner of Acting At all regular meetings of the Board, a quorum for the transaction of business shall be the greater of one-third of the Directors, or the minimum number of Directors required by Virginia law. A majority of the Directors shall constitute a quorum for the transaction of business at any special meeting of the Board.

Section 10. Removal A Director may be removed by a vote of two-thirds of the Directors present at a meeting at which a quorum is present whenever in the Board's judgment the best interests of the Corporation would be served thereby. In addition, the President may, in his or her discretion, terminate a Director who, for two consecutive regular meetings, has been absent. Such removal for non-participation may be immediate and without notice for purposes of determining a quorum at any meeting of the Board. Following such removal, the President shall provide prompt written notice of the removal to the affected Director. Upon receipt of written notice of the removal, the Director so removed may request reinstatement and, in the President’s sole discretion, such reinstatement may be granted or denied. If the President denies reinstatement, the Director so removed may petition the Chair for a reconsideration of this decision by the full Board at its next regularly-scheduled meeting, and upon receipt of such petition the Chair will place this request on the agenda for such meeting. The affected Director’s removal may be reversed by a majority vote of the Board members present at such meeting. Any reinstatement of a removed Director pursuant to this Section 10 shall not be retroactive to the date of removal, and shall not lengthen such Director’s original term of office.

Section 11. Vacancies In the event of the death, resignation, or inability to act of a Director, a successor may be elected or appointed in the same manner as provided in the case of the original election or appointment.

Section 12. CompensationDirectors shall not receive any remuneration for their services as Directors. However, the Board may establish a policy regarding the reimbursement of reasonable expenses of Directors. Nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

(a) Practice. The Applicant must be engaged in the continuous practice of law, for at least the five-year period ending on December 31 of the calendar year in which the applicant files the Long Form Application; provided, however, that an interruption in continuous practice of up to one year for a sabbatical or leave of absence shall be permitted so long as the applicant has otherwise engaged in the continuous practice of law for at least five years exclusive of the interruption. Service as a judge of a state trial court having general civil (e.g., not exclusively family or probate law) jurisdiction, of a federal court, or as a full-time professor of law at an accredited United States law school may be substituted in the discretion of the Standards Committee.

(b) Licensure. The applicant must be licensed to practice law and an active member of the bar in at least one or more states or territories of the United States or the District of Columbia. The applicant must be a member in good standing of the bars of all states in which the applicant is licensed to practice (or must have been a member in good standing at the time any license may have been voluntarily surrendered). The applicant is responsible for ensuring that each state in which the applicant is licensed to practice law provides ABC a good standing report.

Section 13. Informal Action Any action which is required by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the Directors shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board.

Section 14. Meeting by Conference Call Any action which is required by law, or the Articles of Incorporation, or these Bylaws to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall be equivalent to attendance and presence in person at the meeting of the persons so participating.

Article IV:Officers

Section 1. Officers

The officers of the Corporation shall be a Chair, President, President Elect, any number of Vice Presidents, a Secretary, a Treasurer, a General Counsel and an Executive Director. Such other officers and assistant officers as deemed necessary may be appointed by the Board. Any officers except the Chair and President may hold more than one office.

Section 2. Election and Tenure The Board shall elect from its membership the Chair, President Elect, Vice Presidents, Secretary, Treasurer, General Counsel, Dean of the Faculty, Chair of the Standards Committee and at least one At-Large member of the Executive Committee at its Annual Meeting. The President shall be the previous President Elect. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each elected officer shall hold office until the adjournment of the next Annual Meeting of the Board and until his or her successor shall have been duly elected and qualified, or until his or her death, resignation, or removal in the manner hereinafter provided. Elected officers shall not hold the same office more than two years during their tenure on the Board.

Section 3. Suspension and Removal Any officer may be removed from office by a vote of two-thirds of the Directors present at a meeting at which a quorum is present whenever in their judgment the best interest of the Corporation would be served thereby. A majority of the Executive Committee may suspend an officer between meetings of the Board.

Section 4. Vacancies In the event of the death, resignation, or inability to act of an officer, other than President, a successor shall be elected or appointed in the same manner as provided in the case of the original election or appointment. An officer elected to fill a vacancy shall serve for the unexpired term of his or her predecessor, and until his or her successor shall have been duly elected and qualified, or until his or her death, resignation or removal.

In the event of the death, resignation, or inability to act of the President, the President Elect shall assume the duties of the President and shall serve until the end of the term that the President Elect would have served as President.

Section 5. Chair The Chair of the Board shall be an advisor to the Board and shall discharge such duties as may be directed by the President and such other duties as are prescribed by these Bylaws. The Chair shall preside at all meetings of the Board.

Section 6. President The President of the Corporation shall, in general, supervise and direct all of the affairs of the Corporation, subject to the direction and control of the Board. The President may sign any deeds, mortgages, bonds, contracts or other instruments, which the Board has authorized to be executed, except documents the execution of which shall be expressly delegated by law, the Articles of Incorporation, these Bylaws, or the Board to some other officer or agent of the Corporation. The President shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed from time to time by the Board. The President shall be responsible for the overall supervision of the Executive Director and in general, shall perform all duties incident to the office of President. The President shall serve a one-year term.

Section 7. President Elect The President Elect shall assist the President as the President directs in the supervision and direction of the affairs of the Corporation subject to the direction and control of the Board. The President Elect shall act for the President in the absence of the President or in the event of the Presiden’s inability or refusal to act and when so acting shall have all of the powers of and be subject to all of the restrictions upon the President. The President Elect shall perform such other duties as from time to time may be assigned by the President or by the Executive Committee. The President Elect shall be elected for a one-year term at the Annual Meeting. At the completion of such one-year term, the President Elect shall become President without further action or vote.

Section 8. Secretary The Secretary shall keep minutes of the meetings of the Board in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation, and these Bylaws; shall be custodian of the corporate records and of the seal of the Corporation; shall keep a record of the mailing address of each Director and officer of the Corporation, which addresses shall be furnished to the Secretary by the Directors and officers; shall have charge of the registry of all individuals holding current and lapsed certificates of the Corporation; shall notify candidates of the results of the certification examinations; and, in general, shall perform all duties customarily incident to the office of the Secretary and such other duties as may be assigned from time to time by the President or the Board.

Section 9. Treasurer The Treasurer shall be the principal accounting and financial officer of the Corporation and shall be responsible for the maintenance of adequate books of account for the Corporation; shall supervise custody of all funds and securities of the Corporation; and be responsible therefor; and be responsible for the receipt and disbursement thereof; shall supervise the deposit all funds and securities of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article XII of these Bylaws; shall present an annual financial report to the Board at each Annual Meeting; and, in general, shall perform or cause to be performed all of the duties customarily incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or the Board.

Section 10. General Counsel The General Counsel shall provide legal advice and counsel to and representation of the Corporation, its Board, the Executive Committee of the Board, the Management Committee of the Board, the Officers of the Corporation, the Executive Director and the Assistant Executive Director on all matters related to the purposes of the Corporation.

Section 11. Executive Director The Executive Committee shall employ and may terminate the employment of an Executive Director. The Executive Director shall be the principal executive officer of the Corporation responsible for the management of the Corporation. The Executive Director shall manage the affairs of the Corporation from its principal office.

Article V:Staff

Except where otherwise provided, the Executive Director shall select and appoint such agents, counsel, and employees, permanent and temporary, as the Corporation requires and shall determine the qualifications, duties, and compensation, if any, for such positions.

Article VI:Members

The Corporation shall have no members.

Article VII:Certification

Section 1. Issuance of Certificates The Corporation may issue certificates to applicants who fulfill the prerequisites for, and receive a passing score on, the Corporation’s certification examination(s) in consumer bankruptcy, business bankruptcy and creditors’ rights and whose application has been reviewed and determined to be in compliance with the Corporation’s stated standards. The Corporation shall not discriminate on the basis of sex, creed, race, sexual orientation, or national origin in the issuance of certificates.

Section 2. Certificates Certificates shall at all times remain the property of the Corporation. A certificate holder whose certificate is revoked or suspended shall return to the Corporation the certificate issued and shall not hold himself or herself out to be certified by the Corporation.

Section 3. Director and Officer Eligibility for Certification Directors and officers of the Corporation may become certified by the Corporation in conformity with the Rules and Regulations. Directors and officers of the Corporation may not submit references in support of any applicant's application for certification.

Certified attorneys who are Directors shall be eligible for recertification, subject to all requirements of Section 4 of the Rules and Regulations. Directors shall not have any direct or indirect participation in the evaluation of their own application for recertification.

Article VIII:Rules and Regulations

The Rules and Regulations of The American Board of Certification ("Rules and Regulations") attached hereto as Exhibit "A" are hereby adopted in their entirety. The Rules and Regulations may be amended by the Board, or by the Executive Committee, subject to ratification by the Board.

Article IX:Indemnification

The Corporation shall provide for the indemnification of the Corporation and all officers, Directors, employees and agents of the Corporation, to the full extent permitted by the laws of the State of Virginia, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board.

Article X:Committees

Section 1. Standing Committees and Faculty There shall be seven (7) standing committees of the Corporation and a Faculty. Except as otherwise provided, the President shall appoint the chairs of the standing committees subject to the approval of the Board. The Dean of the Faculty and Chair of the Standards Committee shall be nominated by the Nominating Committee and elected by the Board. The members of the committees shall be appointed by the President. One (1) member of each committee shall be appointed as the chair of the committee. Unless provided to the contrary below, the President and President Elect shall be ex-officio members of all committees.

The standing committees shall be:

A. Executive Committee

1. Composition: The Executive Committee shall consist of all elected officers of the Corporation, at least one At-Large member and all chairs of standing committees.
2. Duties: The President is the presiding officer of the Executive Committee. The Executive Committee shall be responsible for the development and implementation of policy, suspension or removal or replacement of any officer or member of the Executive Committee (with or without cause), employment or termination of the Executive Director, approval of an annual budget for presentation to the Board; and, except as otherwise provided in these By-laws, the Executive Committee shall exercise all of the powers of the Board between scheduled Board meetings, any such exercise is to be treated as formal and final action by the Board without the necessity for later ratification.
3. Quorum: Five members of the Executive Committee shall be authorized to conduct the business of the Corporation at an Executive Committee meeting unless a quorum call is made. If a quorum call is made, two-thirds of the members of the Executive Committee shall be required for the Executive Committee to conduct the business of the Corporation.

B. Management Committee

1. Composition: The Management Committee shall consist of the Chair, the President, the President Elect, the Treasurer, the General Counsel and one At- Large member. The At-Large member shall be a member of the Executive Committee, shall serve a one-year term, and shall be elected by the Executive Committee at its first meeting following the Corporation’s Annual Meeting, or at the first meeting following a vacancy in the At-Large position.
2. Duties: The Management Committee shall exercise all of the powers of the Executive Committee between Executive Committee meetings, except that the Management Committee shall not have the authority to engage or discharge the Executive Director, suspend, remove or replace any officer or member of the Executive Committee, or approve the annual budget. All decisions of the Management Committee, other than day-to-day operational decisions, must be ratified by the Executive Committee in order to be binding on the Corporation.

C. Standards Committee

1. Composition: The Standards Committee shall consist of a Chair and at least two (2) attorney Directors and such other persons as the President may determine. The Chair of the Standards Committee shall be nominated by the Nominating Committee and elected by the Board. The Standards Committee shall consist of teams of two who are responsible for reviewing each application.
2. Duties: The Standards Committee shall be responsible for reviewing and approving, rejecting, or deferring the applications of all applicants for certification in accordance with the requirements set forth in the Rules and Regulations. Any individual whose application is rejected or deferred for more than two years may appeal the decision as provided in the Rules and Regulations.
3. Quorum: A majority of the Standards Committee members, consisting of at least one member of each team, and the Chair must be participating in a duly called meeting to create a quorum of this committee.

D. Nominating Committee

1. Composition: The Nominating Committee shall consist of seven (7) Directors: The Chair, President, President Elect, two appointed by the President while serving as President Elect and two appointed by the current President Elect. The President shall act as Chair of the Nominating Committee. If a member of the Nominating Committee resigns or is unable to serve, the President in consultation with the person that appointed the former member shall appoint a replacement to serve out the remainder of that member’s term.
2. Term: The members appointed by the President Elect shall serve a two year term.
3. Duties: The Nominating Committee shall prepare a list of nominees for each office (excluding President), the Dean of the Faculty, and the Chair of the Standards Committee. The Nominating Committee shall also make nominations, as necessary, to fill any vacancies created by Directors retiring or resigning from the Board. Following review by the Executive Committee, this list shall be circulated to the Board at least thirty days prior to the meeting at which the vote is to be taken.

E. State Bar Liaison Committee

1. Composition: The State Bar Liaison Committee shall consist of at least four (4) Directors.
2. Duties: The State Bar Liaison Committee shall be responsible for contacting the bar associations or other appropriate authorities in all states regarding official endorsement and use of the Corporation's certification programs, and regarding the elimination of statutes, rules or policies which prohibit the use of non-governmental specialty certifications by bankruptcy and commercial law professionals.

F. Marketing Committee

1. Composition: The Marketing Committee shall consist of at least four (4) Directors.
2. Duties: The Marketing Committee shall create mechanisms through which the Corporation can obtain its objectives of improving the quality of the bankruptcy and commercial bars and educating the public of the importance of making an informed choice when hiring counsel.

G. Finance Committee

1. Composition: The Finance Committee shall consist of the Treasurer, who shall serve as the Chair, the President Elect, the Secretary and such other attorney Directors or persons as the President may determine.
2. Duties: The Finance Committee shall evaluate the Corporation’s internal Financial controls and policies and help formulate the Budget. The Finance Committee also may provide recommendations to the Executive Committee From time-to-time as may be needed.

Section 2. Faculty

1. Composition: The Faculty shall consist of a Dean and at least four persons, who shall represent a cross-section of the academic, geographic and practice interests within the specialties. The Faculty shall be presided over by a Dean, who shall be nominated by the Nominating Committee and elected by the Board.
2. Duties: The Faculty shall be responsible for the preparation, administration and scoring of certification examinations.

Section 3. Other Committees The Board may establish such other regular and ad hoc committees as it may deem necessary. The President shall appoint the members of all such committees, subject to the approval of the Board. One (1) member of each committee shall be appointed chair of the committee and shall be a member of the Board.

Section 4. Vacancies. Vacancies in the membership of any committee shall be filled by appointment made in the same manner as the original appointments to that committee.

Section 5. Quorum and Manner of Acting Unless otherwise provided by these Bylaws or by resolution of the Board, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present and voting at a duly called meeting at which a quorum is present shall be the act of the committee.

Article XI:Emeritus Directors of the Board:

There shall be from time to time persons selected as Emeritus Directors of the Board. Such Emeritus Directors shall have no voting rights or any obligations. Selection as Emeritus Director of the Board shall be an honorary position only, in recognition of past Directors of the Board who have given exemplary service to the organization. Emeritus Directors shall be denoted in a separate list to be published in the Annual Directory. Appointment shall be for the natural life of the Emeritus Director and shall be made by the Nominating Committee. Only persons who have served at least one full term as a Director and who currently have not been a Director for at least one full year shall be eligible for appointment. For the calendar years 2001 and 2002, up to ten (10) Emeritus Directors may be appointed per year. Thereafter, no more than four (4) Emeritus Directors may be appointed in any one calendar year.

Article XII:Contracts and Finance

Section 1. Contracts The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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.

Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the Chair or President of the Corporation.

Section 3. Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

Section 4. Books and Records The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board. The books and accounts of the Corporation may be audited annually by accountants selected by the Board.

Section 5. Fiscal Year The fiscal year of the Corporation shall be determined by the Board of Directors.

Article XIII:Waiver of Notice

Whenever any notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XIV:Dissolution

The Corporation shall use its funds only to accomplish the purposes specified in these Bylaws. No part of said funds shall inure to the benefit of, or be distributed to, its Directors, officers, committee members, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.

In the event of dissolution of the Corporation, the Board, after paying or making provision for the payment of all liabilites of the Corporation, shall distribute the remaining assets of the Corporation equally to the designess of the sponsoring organizations which support research in bankruptcy and commercial law and which have been determined by the Internal Revenue Service to be exempt from federal income tax.

Article XV:Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a two-thirds majority of the Directors present and voting at any meeting of the Board at which a quorum is present.

Revision Date

These Bylaws have been revised on the 1st day of December, 2012 and shall remain in effect until revised.