CONSTITUTION OF THE
BOARDS OF CONTRACT APPEALS
BAR
ASSOCIATION
as unanimously adopted by
the organizers
at
the
ORGANIZATIONAL MEETING of DECEMBER 19, 1988
Hyatt Regency-Crystal City
Hotel
Alexandria, Virginia
submitted by John W. Chierichella
Ronald A.
Kienlen, Secretary Pro Tem
ARTICLE I.
Name and Purpose
Section 1.1. Name. The name of this association is the Boards of Contract
Appeals Bar Association (hereinafter "Association").
Section 1.2. Purposes. The purposes of this Association are as follows:
(1) To support and improve the administration of Justice in the Boards of
Contract Appeals of the Federal Government,
(2) To improve the proficiency and promote the highest standards of
integrity and ethics in the practice of law before the Boards of Contract
Appeals,
(3) To promote improved communication between and among practitioners
before the Boards of Contract Appeals and the Judges of the Boards of Contract
Appeals,
(4) To provide, support and facilitate continuing legal education in
government contract law and in practice before the Boards of Contract Appeals,
and
(5) To undertake such activities as are appropriate to enhance the
effectiveness of the Boards of Contract Appeals.
Section 1.3. Political Activity.
No part of the activities of the Association shall consist of the
participation or intervention in a political campaign on behalf of any
candidate for elected public office.
ARTICLE II.
Membership
Section 2.1. Eligibility. Membership shall be open to attorneys admitted to
practice, and in good standing, before the highest court of any State or of
the District of Columbia.
Section 2.2. Termination of Membership. The membership of a member shall
automatically be terminated upon the member's resignation from, or default in
payment of dues to, this Association or upon the disbarment or suspension of a
member by a court of the United States or of any State, Territory or
possession of the United States.
Section 2.3. Honorary Associates. The Judges of the Boards of Contract
Appeals and such others as the Board of Governors designates may be honorary
associates of the Association, provided, however, that nothing herein shall
preclude any honorary associate from application and acceptance as voting
members of the Association in accordance with the Bylaws of the
Association.
ARTICLE III.
Association Meetings
Section 3.1. Meetings. An annual meeting of the Association shall be held
at a date, time and place selected by the Board of Governors. The Association
may hold such other regular or special meetings as the Board of Governors may
prescribe.
Section 3.2. Voting. Where a vote of the Association membership is required
or desired, voting may be at an Association meeting or by mail, as determined
by the Board of Governors.
ARTICLE IV.
Board of Governors
Section 4.1. Powers and Functions. The Board of Governors shall formulate
policy for and administer the affairs of the Association. It shall have all
the powers necessary or incidental to performing those functions. It shall
supervise and direct the officers, committees, employees and agents of the
Association. It may adopt rules consistent with the Constitution and
Bylaws.
Section 4.2. Composition. The Board of Governors shall consist of fourteen
persons, including four officers (President, President-Elect, Treasurer, and
Secretary), the immediate Past President and nine governors at large. In
addition, Past Presidents of the Association other than the Immediate Past
President shall be members of the Board of Governors without voting
rights.
Section 4.3. Eligibility. Any member of the Association is eligible for
election to the Board of Governors. There shall be a Nominating Committee of
at least five members appointed by the President, with the advice and consent
of the Board of Governors, and the Nominating Committee shall designate a
slate of candidates for President (with respect to the first election),
President-Elect, Secretary, Treasurer and vacancies on the Board of Governors
for the next year. No member of the Nominating Committee in a given year shall
be designated by that Nominating Committee as a candidate. In arriving at a
slate of candidates, the Nominating Committee shall consider the capability of
potential candidates in carrying out the purposes of the Association and the
past activity of potential candidates in the Association with a view toward
achieving a Board of Governors that is reasonably representative of the
practice before the Boards of Contract Appeals and, to the extent consistent
with that goal, reasonably geographically representative of the Association
membership. Any member of the Association not nominated by the Nominating
Committee may be nominated, with permission of the nominee, upon petition
signed by 15 percent (15%) of the members of the Association.
Section 4.4. Term. The term of a governor at large shall be three years,
except that for the election of the first Board of Governors pursuant to
Article XI of the Constitution, three governors at large will serve for one
year, three governors at large will serve for two years, and three governors
at large will serve for three years. The term of an officer shall be one year.
No governor at large shall be elected for a second consecutive three year term
as governor at large, except that governors at large elected to the first
Board of Governors pursuant to Article XI of the Constitution for one or two
year terms may be elected for a consecutive full three-year term. An officer
may be elected to serve as a governor at large immediately upon completion of
his or her term as an officer unless he or she has already served at least
three consecutive years on the Board of Governors. After a lapse of one year,
an officer or governor at large otherwise precluded from serving on the Board
of Governors pursuant to this Section may be elected to the Board of
Governors.
Section 4.5. Election. The Board of Governors shall be elected by the
Association membership. Reasonable advance notice of the date, time and place
of the election and the names of the nominees shall be given. Only those
persons nominated by the Nominating Committee or placed in nomination by a
petition as prescribed in Section 4.3 shall be eligible for election.
Section 4.6. Vacancies. A vacancy in a position on the Board of Governors
shall be filled for the unexpired term by a person selected by the Board of
Governors, except that if the Office of President becomes vacant, the
President-Elect shall fill the unexpired term.
Section 4.7. Meeting. An annual meeting of the Board of Governors shall be
held in conjunction with the annual meeting of the Association at a date, time
and place selected by the President. Special meetings of the Board of
Governors may be held on call of the President or at the request of three or
more members of the Board of Governors. A quorum at a meeting of the Board of
Governors is a majority of the members of the Board of Governors.
Section 4.8. Committees of the Board. The Board of Governors may establish
such committees as it considers desirable to further the accomplishment of its
function.
ARTICLE V.
Committees
Section 5. Committees of the Association. Committees of the Association may
be created as provided in the Bylaws to carry on the work of the Association
and to promote its purposes.
ARTICLE VI.
Emolument
Section 6. Emolument. The members of the Board of Governors, including the
officers, and committee members shall not receive compensation for their
service. Their reasonable expenses directly incident to the carrying out of
their duties may be reimbursed in accordance with policies adopted by the
Board of Governors.
ARTICLE VII.
Indemnification
Section 7.1. Indemnification. The Association shall indemnify all
governors, officers, committee members, employees and agents of the
Association, and the heirs and legal representatives of such persons, insofar
as any such governor, officer, employee, committee member or agent, or his or
her legal representatives, is made, or is threatened to be made, a party to
any action, suit or proceeding arising out of his or her position.
Section 7.2. Insurance. The Board of Governors may authorize, by a vote of
the majority of the full Board of Governors, the Association to purchase and
maintain insurance on behalf of any person who is or was a governor, officer,
committee member, employee or agent of the Association, or is or was serving
at the request of the Association as a governor, officer, committee member,
employee or agent of another association, and any others whom the Board of
Governors may designate, against any liability asserted against him or her and
incurred by him or her in any such capacity or arising out of his or her
position.
ARTICLE VIII.
The ByLaws
Section 8.1. Adoption and Amendment. The Board of Governors shall adopt
Bylaws not inconsistent with the Constitution to further the administration of
the Association. The Bylaws may be amended by a vote of a majority of the
members of the Association voting on the proposed amendment. Any proposed
amendment shall be signed by a minimum of six (6) members of the Association
and shall be sent to the Secretary, who shall give at least thirty days'
notice of the substance of the proposed amendment to the members of the
Association. Unless otherwise provided, an amendment is effective upon
adoption.
Section 8.2. Correction. Upon the adoption of an amendment to the Bylaws,
the Secretary may correct punctuation, grammar or numbering where appropriate
in the Bylaws, if such correction does not alter the meaning of the
amendment.
ARTICLE IX
Amendment of the Constitution
Section 9.1. Amendment.
(a) The Constitution may be amended by a two-thirds vote of the members of
the Association voting on the proposed amendment.
(b) An amendment to the Constitution may be proposed (1) by two-thirds vote
of the members of the Board of Governors present at any regular or special
meeting of the Board of Governors, or (2) through a proposal sponsored in
writing by one hundred members of the Association.
(c) At least thirty days' notice of such proposed amendment shall be given
to the members before voting on the proposed amendment.
Section 9.2. Correction. Upon the adoption of an amendment to the
Constitution, the Secretary may correct punctuation, grammar or numbering
where appropriate in the Constitution, if the correction does not change the
meaning of the amendment, and the Secretary may make conforming changes in the
Bylaws.
ARTICLE X.
Property and Dissolution
Section 10.1. Property. The interest of the members in the property of the
Association is limited to its use for Association purposes.
Section 10.2. Net Earnings. No part of the net income of the Association
shall inure to the benefit of any member, officer, member of the Board of
Governors or private individual.
Section 10.3. Dissolution. If the Association is dissolved, all its
property not needed for the payment of debts and expenses shall be transferred
and conveyed to one or more organizations that engage in activities of the
legal profession and that qualify for exemption under Section 501(c) of the
Internal Revenue Code of 1986 or similar successor statute. The Board of
Governors shall select the organizations to which such transfer or conveyance
is made and shall determine how the property is apportioned between them. In
the absence of such a selection or determination by the Board of Governors, it
may be made by a court of competent jurisdiction.
ARTICLE XI.
Organizational Provisions
Section 11.1. Organization of the Association. Notwithstanding the
foregoing provisions of the Constitution the organization and initial
operation of the Association shall be as follows:
(a) The Organizers of the Association (previously referred to as the
"Steering Committee") shall be deemed members of the Association immediately
upon adoption of the Constitution and Bylaws, but shall comply with the formal
requirements for membership as set forth in the Constitution and Bylaws within
ninety (90) days of the date of adoption of the Constitution and Bylaws.
(b) A nominating committee of the Organizers shall submit a slate of
candidates for the first Board of Governors, including officers, of the
Association to the Organizers. These candidates may include members of the
Nominating Committee.
(c) The election of the first Board of Governors shall take place at the
meeting scheduled for the adoption of the Constitution and Bylaws. Election
shall be by majority of those Organizers attending the meeting. The elected
officers and those other members of the Board of Governors elected for
one-year terms shall serve from the date of election until October 31, 1989,
those members of the Board of Governors elected for two-year terms shall serve
until October 31, 1990, and those members of the Board of Governors elected
for three-year terms shall serve until October 31, 1991.
ARTICLE XII.
Effective Date
Section 12.1. The Constitution shall be effective as of the date of
adoption by the Organizers of the Association, and all activities of the
Association thereafter shall be in accordance with the Constitution.
BYLAWS OF THE
BOARDS OF CONTRACT APPEALS
BAR ASSOCIATION
ARTICLE I.
Members and Associates
Section 1.1. Application for Membership. Any eligible person may file with
the Secretary an application for membership in the Association in the form
prescribed by the Board of Governors along with the requisite dues. The Board
of Governors may require the applicant to furnish additional information and
may otherwise inquire into his or her qualifications. A willful and material
misstatement by the applicant is cause for rejecting the application or, if he
or she has been elected to membership, for expelling the member. Unless the
Board of Governors rejects the application for membership at the next meeting
of the Board of Governors, the application will be deemed approved. In the
interim between application for membership and the next meeting of the Board
of Governors, the applicant shall be treated as though he or she is a member
of the Association.
Section 1.2. Dues. A member of the Association shall pay dues in the amount
prescribed from time to time by the Board of Governors. Honorary associates as
defined in Section 2.3 of the Constitution shall pay no dues. Membership shall
include the member's annual subscription to the Association's
publications.
Section 1.3. Default in Payment of Dues. A person whose dues are six months
in default ceases to be a member of the Association.
Section 1.4. Reinstatement of Members. A person whose membership has
terminated may be reinstated only upon a new application as prescribed in
Section 1.1.
ARTICLE II.
Reports and Recommendations
Section 2.1. Association Action. A report or recommendation of a committee
becomes the action of the Association only so far as it is approved by the
Board of Governors.
Section 2.2. Distribution of Reports. A report or recommendation of a
committee may not be released to the public before consideration and approval
by the Board of Governors.
Section 2.3. Restrictive Statement. Before approval by the Board of
Governors, any material containing a report, recommendation or proposal must
prominently state at the outset that it represents the opinion of the
committee making the report rather than the position of the
Association.
ARTICLE III.
Representation of the Association
Section 3.1. Representation. The President or a person expressly designated
by the President shall express the policy of the Association as determined by
the Board of Governors. No other member, agent or employee of the Association
may represent the Association or a committee of the Association before a
legislative body, court or governmental agency, unless specifically authorized
by the Board of Governors.
Section 3.2. Personal Views of Members. Any member who, when making a
public statement, is identified an having an official connection with the
Association or one of its committees, shall, if the policy of the Association
on the subject matter of the statement has been determined by the Board of
Governors, fairly state that policy and, if such member expresses views at
variance with it, clearly identify the variance as the personal views of the
member only. If there has not been, or if the member has no knowledge of, any
such policy determination, the member shall nevertheless identify the member's
statements as the member's personal views.
ARTICLE IV.
Finances
Section 4.1. Authority to Incur Expense. The Board of Governors shall
formulate and administer Association policy respecting authorized expenditures
and procedures for reimbursement.
Section 4.2. Payment of Authorized Expenses. The Treasurer shall disburse
all funds but may pay only expenses authorized by the Board of Governors that
are within budget appropriation. The bank account of the Association shall be
maintained at a financial institution in Washington, D.C. Any withdrawal of
funds by check or cash shall be signed by the Treasurer and/or by such other
person or persons as may be designated by the Board of Governors.
Section 4.3. Expenses at Meeting. A member of the Association may not be
reimbursed from Association funds for travel or other expenses incurred in
attending a meeting of members.
Section 4.4. Financial Liability. The financial liability of the
Association to any committee is limited to the funds credited to it on the
financial record of the Association and the liability ceases upon the
Treasurer's payment of that amount. If a committee, or one of its members,
incurs a liability that is greater than the funds so credited, the liability
is the obligation of each person responsible for incurring or authorizing the
liability.
Section 4.5. Insurance Coverage.
(a) The Treasurer of the Association shall be bonded in an amount deemed
appropriate by the Board of Governors.
(b) The Association shall carry such insurance as the Board of Governors
deems appropriate.
ARTICLE V.
Duties of Officers
Section 5.1. President. The President shall preside at the meetings of the
Association and of the Board of Governors. The President shall appoint the
chairperson and members of each committee of the Association and of the Board
of Governors.
Section 5.2. President-Elect. The President-Elect shall perform such duties
as the President may assign and, except as otherwise provided, the duties of
the President when the President is disabled from performing the duties of
President or absent from any meeting of the Association or the Board of
Governors. The President-Elect shall automatically succeed to the position of
President at the next installation of officers.
Section 5.3. Secretary. The Secretary shall:
(1) keep the respective minutes and records of the Association
and the Board of Governors;
(2) receive, certify and publish nominations of officers and
governors at large, and supervise their election;
(3) receive and keep as the property of the Association all
papers, addresses and reports to the Association or the Board of Governors;
and
(4) give notice, when notice is required to be given, to the Board of
Governors and/or the members of the Association.
Section 5.4. Treasurer. The Treasurer shall supervise the safekeeping of
the funds and investments of the Association and shall report periodically on
the financial condition of the Association to the Board of Governors. The
Treasurer's annual report shall be submitted for examination and audit by a
certified public accountant designated by the President.
Section 5.5. Administrative Officer. Any administrative officer appointed
by the Board of Governors shall administer the staff and facilities of the
Association subject to the direction of the President and the Board of
Governors.
ARTICLE VI.
Committees
Section 6.1. General Duties. A committee shall carry out its duties to the
extent and in the manner authorized by the Board of Governors.
Section 6.2. Appointment. Unless the resolution creating the committee
provides otherwise:
(1) appointments to a committee, including the annual
appointment of its chairperson, shall be made by the President.
(2) if the chairperson or a member on a committee resigns, dies
or becomes ineligible, the President shall appoint a successor for the
unexpired term.
Section 6.3. Standing Committees. Standing Committees shall investigate and
study continuing or recurring matters relating to the purposes or business of
the Association.
ARTICLE VII.
Election of the Board of Governors and Voting
Section 7.1. Majority Vote. In any election of the Board of Governors or in
any other matter on which the membership shall vote, the Board of Governors
shall determine the manner in which such voting shall be conducted. Except as
otherwise provided in the Constitution of the Association, a majority of those
voting shall be required. A quorum shall be 5% of the Association membership
or fifty members of the Association, whichever is less.
Section 7.2. Ballot. If the Board of Governors determines that an election
or voting by the members of the Association shall be conducted by mail, a
written ballot shall be mailed by the Secretary, or the Secretary's designee,
to each member in good standing of the Association along with a return
envelope, another envelope marked "Ballot Only" and a separate certificate
bearing a space for the signature and the address of the member voting. Such
material shall be mailed no less than thirty days before the election or vote
for which the ballot is sent. Each member of the Association shall, within the
time specified in the notice accompanying the ballot, complete and return the
member's ballot in the envelope marked "Ballot Only" and shall accompany it in
the returned envelope (but not in the "Ballot Only" envelope) with the
signature and address form completed by the member. As soon as practicable
after the return date specified in the notice, the Secretary, or the
Secretary's designee, in the presence of three impartial canvassers appointed
by the President, shall canvass those ballots which have been resolved by the
Secretary, by 5:00 p.m. on the day specified in the Secretary's notice, and
tabulate the results of the election or the vote.
ARTICLE VIII.
Calendar Year
Section 8. Calendar Year. The Association shall have a calendar year.
