By-Laws

I. Purposes, Duties, and Organization of the Institute

A. The purposes and duties of the Institute are those enumerated in R. S. 24:204A.

B. In order to fulfill efficiently these purposes and perform these duties, the Law Institute is organized into:
1. The General Membership;
2. The Council;
3. The Executive Committee of the Council;
4. Standing Committees;
5. Continuous Revision Advisory Committees; and
6. Special Committees.

II. General Membership of the Institute

A. There are four classes of members of the Institute: elected, ex-officio, junior and honorary members.

1. The elected members are attorneys, not exceeding 150, who are licensed in the State of Louisiana and have practiced for five years prior to election, elected by the Council for 4 year terms, commencing January 1, 1999.

2. The ex-officio members are:

a. All justices of the Supreme Court, all judges of the Courts of Appeal and District Courts of Louisiana, during their terms of office;

b. All Article III judges of federal courts located in Louisiana who are Louisiana domiciliaries, during their terms of office;

c. All members of the law faculties of Paul M. Hebert Law Center, Loyola University, Tulane University, and Southern University, during their tenures as faculty members;

d. All members of the legislature who are attorneys licensed to practice law in Louisiana, during their terms of office;

e. The Administrative and Non-Administrative officers of the Institute during their terms of office;

f. Members of the Council during their terms of membership; and

g. The Chairpersons, Reporters and Members of all Standing Committees, Continuous Revision Advisory Committees, and Special Committees during their tenures on these Committees.

3. The junior members are three honor graduates from each of the four law schools listed above who are licensed to practice in Louisiana and who are designated by the dean or chancellor of their respective law schools. They shall be elected by the Council for a term of one year.

4. The honorary members are those persons who are elected by the Council as honorary members because they have distinguished themselves as eminent legal scholars or attorneys and have made significant contributions to the advancement of the law.

B. The Council, upon recommendation of its Membership and Nominating Committee, shall fill vacancies in the elected membership of the Institute by election for the unexpired term of the elected member.

C. The elected, ex-officio, junior and honorary members of the Institute shall have such privileges and perform such duties as may be assigned to them by the Council of the Institute.

III. Annual Meeting of the Institute

A. The President shall determine the time and place of the annual meeting of the Institute.

B. Thirty days written notice of the time and place of the annual meeting shall be given to all members of the Institute.

IV. Council of the Institute

A. Function and Duties

1. The Council is the governing body of the Institute and is charged with the responsibility of fulfilling the purposes and duties of the Institute.

B. Membership

1. The membership of the Council consists of those persons enumerated in La. R. S. 24:202A and B.

2. The Council shall invite to its meetings as Observers for a one year term two members of the Young Lawyers Section of the Louisiana State Bar Association, designated annually by the Chairperson of the Young Lawyers Section. Observers are not members of the Council. The Observers shall have the privilege of the floor, but shall not have the right to vote.

3. The terms of office of members of the Council are:

a. For members of the judiciary who are ex-officio members, four years commencing from the effective date of their respective appointments as members of the Council;

b. For other ex-officio members, during their respective terms of office; and

c. For elected members, four years. Elected members shall be eligible for re-election.

4. All members of the Council and all Administrative and Non-Administrative Officers of the Institute shall have the privileges of the floor and the right to vote at all Council meetings.

5. All ex-officio members listed in La. R. S. 24:202A shall have the right to designate a proxy for Council meetings. The proxy shall have all the rights and privileges of the ex-officio member, including the right to vote.

6. The Council, upon recommendation of its Membership and Nominating Committee, shall fill vacancies in the elected membership of the Council by election for the unexpired term of the elected member.

7. The Council, upon recommendation of its Membership and Nominating Committee, shall fill vacancies in the ex-officio membership of the Council caused by the failure of persons or agencies to select, designate, submit, or recommend members of the Council.

C. Meetings

1. Regular and Special meetings of the Council shall be called by the President. A special meeting of the Council must be called by the President upon written request of any ten Council members addressed to the President or to any Vice-President.

2. Ten days written notice of the time and place of all regular and special meetings of the Council and the agenda for the meeting shall be given to all Council members.

3. The Council shall conduct Council business, hear and act upon reports from the Executive Committee, Standing Committees, Continuous Revision Advisory Committees, and Special Committees, make recommendations to the Louisiana Legislature concerning proposed changes in the law, and otherwise make recommendations on all matters submitted to it by the Legislature.

4. The Council shall also conduct elections and otherwise conduct such business that shall be presented to it.

5. The Council may not conduct an election, consider a committee report, make a recommendation to the Legislature, or consider any other item of business, unless it is listed in the written agenda of that Council meeting mailed to members as provided in these By-Laws. Except for elections, the Council may waive this requirement by a two-thirds vote of members present and voting.

6. No business shall be conducted, reports heard, recommendations made, elections conducted, or any other matter acted upon at a Regular or Special meeting of the Council without a quorum of the voting members being present. Fifteen members shall constitute a quorum.

7. The Orders of the Day at each Regular and Special meeting of the Council shall be the items of Council business listed in the written agenda for that Council meeting in the sequence in which they are listed.

8. The current edition of "Robert's Rules of Order, Newly Revised", shall regulate the conduct of Council meetings. The President shall appoint a Parliamentarian, whose rulings on points of order shall be binding, except that a vote of at least two-thirds of the members present and voting shall be sufficient to override his ruling, except as otherwise provided in these By-Laws.

9. The annual meeting of the Council for the election of the elected members and Administrative and Non-Administrative Officers of the Institute, the election of the elected members of the Council, and the election of the elected members of the Executive Committee shall be held between November 1 and December 31 of each year at a time, on a date, and at a place selected by the Executive Committee.

D. Compensation

1. Members of the Council, the director, staff personnel, reporters, and other persons rendering services to the Institute may be reimbursed by the Institute for their expenses incurred in attending meetings of the Council or committees of the Institute. Reimbursements for expenses shall be in accordance with applicable statutes, appropriations, budgetary limitations, and policies pertaining to the legislative branch of government.

2. The Council shall fix and pay reasonable compensation to the Director and staff of the Institute and honoraria to Reporters and other persons who perform services for the Institute, upon recommendation of the Executive Committee of the Council.

V. Executive Committee of the Council

A. Function and Duties

1. There shall be an Executive Committee of the Council, which shall have the power to transact all business of the Institute, except those matters which must be acted upon by the Council, pursuant to these By-Laws or the statute creating the Institute.

2. The Executive Committee may create Standing Committees, Continuous Revision Advisory Committees, and Special Committees, subject to the approval of the Council. Notice of the proposed creation of such a committee must be included in the written agenda of a Council meeting mailed to members.

B. Membership

1. The members of the Executive Committee are the following officers of the Institute and members of the Council:

a. The Chairperson;

b. The Chairpersons Emeriti;

c. The President;

d. The Vice-Presidents;

e. The Secretary;

f. The Treasurer;

g. The Director;

h. The Chairpersons of the Standing Committees; and

i. Three Members of the Council elected annually by the Council. These members shall serve a one year term.

C. Meetings

1. All members of the Executive Committee are voting members of the Committee.

2. No business shall be conducted without a quorum of the members being present. Five members shall constitute a quorum.

VI. Officers of the Institute

A. The administrative officers of the Institute are a Chairperson, a President, four (4) Vice-Presidents, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer, and the Director of the Institute.

B. The non-administrative officers of the Institute are the Chairpersons Emeriti, the Senior Officers, and the Liaison Officers, and the two elected members of the Young Lawyers Section of the Louisiana State Bar Association.

C. The administrative officers shall be elected by the Council for a one year term commencing on January 1 of each year and shall serve until their successors are elected.

D. The Chairperson shall participate in the planning and in the supervisory and administrative work of the Institute, and is an ex-officio member of all Committees.

E. The President is the chief executive officer of the Institute, shall preside at all Council and Institute meetings, shall perform all of the usual and customary duties of that office and all duties assigned to him by these By-Laws or by the Council, and he is an ex-officio member of all Committees. The President may authorize another Council member to act as President Pro Temp in case of his absence or incapacity.

F. Within thirty days after the annual meeting of the Institute, the President shall appoint the Chairpersons and members of the Standing Committees. The appointments are subject to the approval of the Council. They shall be appointed for a one year term and shall serve until their successors are appointed. The Chairpersons and members of the Standing Committees shall be selected from the membership of the Council.

G. The President shall appoint, for such terms as he may determine, the Reporters and Chairpersons of all Continuous Revision Advisory Committees and Special Committees, subject to the approval of the Executive Committee, after prior notice to the Council of a vacancy in this position. Notice of appointment of Reporters and Chairpersons of these Committees shall be given to the Council. Reporters and Chairpersons of these Committees serve at the pleasure of the Executive Committee.

H. The President shall appoint, for such terms as he may determine, the members of all Continuous Revision Advisory Committees and Special Committees, subject to the approval of the Executive Committee and the Reporters and Chairpersons of the respective Committees. Written notice of appointment of committee members shall be given to the Council. Members of these Committees serve at the pleasure of the President.

I. The Vice-Presidents, in order of seniority, ranking from the dates of their election, shall act in the absence or incapacity of the President if a President Pro Temp has not been authorized by the President.

J. The Secretary is the custodian of all records of the Institute except the financial records maintained by the Treasurer.

K. The Assistant Secretary shall act in the absence or incapacity of the Secretary.

L. The Treasurer is the custodian of all funds and shall maintain all financial records of the Institute. All Institute checks shall be signed by the Treasurer or the Assistant Treasurer and shall be countersigned by the President, Vice-President, the Secretary, Assistant Secretary, or Director. Checks for budgeted expenditures may be drawn only upon the request of the Director. Checks for nonbudgeted expenditures may be drawn only upon presentation of a copy of a resolution of the Executive Committee, certified by the Secretary, authorizing the expenditure.

M. The Assistant Treasurer shall act in the absence or incapacity of the Treasurer.

N. The Council may elect as Chairpersons Emeriti those persons who have served as Chairpersons of the Institute.

O. The Council may elect as Senior Officers attorneys who have served not less than sixteen years in the Louisiana Legislature and not less than four years as members of the Council, members who have served not less than twelve years as members of the Council, members of the Council who are elected to the judiciary after having served not less than eight years as members of the Council, and members of the judiciary who have served not less than eight years as ex-officio members of the Council. The Coordinator of Program and Research, Civil Law Section, and the Secretary, Civil Law Section, are Senior Officers during their terms of office as officers of the Civil Law Section.

P. The Liaison Officers are the Chairperson of the Law Reform Committee of the Louisiana State Bar Association during his term of office and one additional member of the Louisiana State Bar Association nominated by its President, who shall serve a one year term.

Q. Chairpersons Emeriti and Senior Officers, as non-administrative officers, shall have the status, rights, and privileges of officers, shall have tenure for life, and shall perform such duties as may be assigned to them by the Council.

R. The Council may elect as Non-Administrative Officers of the Institute two members of the Young Lawyers Section of the Louisiana State Bar Association from a panel of four submitted by the Young Lawyers Section, each of whom shall have been licensed to practice in Louisiana at least for five years. These members shall serve a term of two years.

VII. Director of the Institute

A. The Director is charged with the active management of the Institute and shall work under the direction of the President and the Executive Committee, except where Council approval is required.

VIII. Standing Committees

A. There are several Standing Committees of the Council at the time of the adoption of these By-Laws. Additional Standing Committees may be created by the Executive Committee, subject to the approval of the Council.

B. The Program and Work Committee shall review the work undertaken by the Institute, propose work to be undertaken by the Institute, and make other recommendations to the Institute concerning its work as circumstances require.

C. The Membership and Nominating Committee shall nominate and recommend for election by the Council those persons proposed as elected members of the Institute, elected members of the Council, the Administrative Officers and Non-Administrative Officers of the Institute, and other elective officers.

D. The Coordinating, Semantics, Style and Publications Committee shall review, for coordination of the proposed legislation with other statutory provisions and for semantics and style, all Council recommendations prior to their submission to the Legislature.

IX. Continuous Revision Advisory Committees

A. Continuous Revision Advisory Committees are charged with the continuous revision of the Louisiana codes and statutes.

B. Additional Continuous Revision Committees may be created by the Executive Committee, subject to the approval of the Council.

C. Members of Continuous Revision Advisory Committees need not be members of the Institute or Council members at the time of their appointment.

X. Special Committees

A. Special Committees may be created by the Executive Committee, subject to the approval of the Council, to study and recommend the enactment, amendment, or repeal of particular legislation or statutes, to respond to Legislative requests for special studies and recommendations, and for other purposes.

B. Members of Special Committees need not be members of the Institute or Council members at the time of their appointment.

XI. Civil Law Section

A. Function and Duties

1. The function of the Civil Law Section is to accomplish the general purposes of the Institute in the field of the civil law in Louisiana. For that purpose, it is charged with the following duties:

a. To examine and study the civil law and jurisprudence of Louisiana relating to the civil law and to make recommendations to the Council concerning the needed reforms, including the amendment, revision, enactment or repeal of Civil Code articles and statutes.

b. To publish scholarly commentaries on the civil law of Louisiana for the purpose of establishing authoritative civil law doctrine for Louisiana.

B. Membership

1. The membership of the Civil Law Section shall consist of those persons appointed by the President, subject to the approval of the Executive Committee.

C. Officers

1. The officers of the Civil Law Section are the Coordinator of Program and Research, Civil Law Section, and the Secretary, Civil Law Section. The President shall appoint those officers subject to the approval of the Executive Committee.

XII. Amendment of By-Laws

A. Amendments to these By-Laws may be made at any regular or special meeting of the Council by a vote of two-thirds of the members present and voting, upon thirty days written notice given to all Council members, setting forth the subject matter and text of the proposed amendments.

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