WHEREAS, in 1991, then-Chancellor Robert C. Heim charged the Charter and Bylaws Committee with the task of reviewing the Association's bylaws and proposing such changes and revisions to those bylaws as the Committee should deem appropriate and necessary;

WHEREAS, between July, 1991 and the end of the year, the Committee met 16 times under the direction of Committee Chair Robert J. Stern, and, in 1992, the Committee met three additional times at the call of Committee Chair Doreen Davis;

WHEREAS, the Committee worked through the present bylaws section by section, and, in many cases, word by word during its meetings, many of which lasted two hours, and some as long as four;

WHEREAS, in addition to its formal meetings, the Committee performed a great deal of research and work in support of its efforts, including: review of bylaws of many other state and metropolitan bar associations; communication in 1991 with all section and committee chairs, as well as the 1991 chair of the Judicial Commission, soliciting and considering comments and suggestions regarding the present bylaws as they affect those sections and committees; and, solicitation of comments and suggestions from the Board of Governors at several of its meetings in 1991;

WHEREAS, the Charter & Bylaws Committee concluded its review of the present Bylaws and recommended to the Board such revisions to the Bylaws as it deemed desirable;

WHEREAS, the Board of Governors devoted a considerable amount of time in 1992 and 1993 to the review of the revisions proposed by the Charter & Bylaws Committee, including consideration of the proposals at more than 10 regular and 5 special Board meetings;

WHEREAS, the Board of Governors has concluded its review and evaluation of the proposals made by the Committee and has made certain revisions to those proposals;

WHEREAS, the proposed revisions to the Bylaws, as modified and approved by the Board if Governors, have been considered, reviewed, approved and recommended to the Board of Governors and the Association by the Charter & Bylaws Committee;

WHEREAS, Section 212(e) of the Association's Bylaws authorizes the Board to conduct a secret ballot referendum by mail on amendment of the bylaws, provided that at least 30 days before the scheduled referendum, which shall be the date the ballots are mailed, notice of the referendum and the text of the question to be considered must be given to the members;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Governors hereby determines that the proposed revisions to the Association's Bylaws be submitted for approval to the membership by secret mail ballot pursuant to §212(e) of the Association's Bylaws, in accordance with the following procedure:

  1. Question Presented: The question to be presented to the members pursuant to §212(e) shall be, Shall the Bylaws of the Philadelphia Bar Association be revised as recommended by the Charter & Bylaws Committee, approved by the Board of Governors, and published in the September 20, 1993 edition of the Philadelphia Bar Reporter?

  2. Notice: Notice to the members shall be by publication in the September 20, 1993 Philadelphia Bar Reporter and shall contain (a) an official notice of the Board's intention to conduct a secret mail ballot referendum pursuant to 212 of the bylaws; (b) the text of the question to be voted upon; (c) a redlined version of the bylaws showing deletions and new language; (d) a statement, either from the Chancellor, Chair of the Board, or other appropriate person(s) which reviews the process by which these proposed revisions have been developed as well as the process by which they will be adopted by the members; and, (e) an executive summary of the proposed revisions prepared and approved by the Charter & Bylaws Committee and the Chancellor.

  3. Informational Forum: To ensure that any Association member with questions or concerns about the rationale for the proposed bylaw revisions has an opportunity to have those questions or concerns addressed, an informational forum shall be held on October 5, 1993 at 4:00 p.m. in the Conference Center.

  4. Mailing of Ballots: On October 29, 1993, the ballot shall be mailed by United States mail, first class, postage pre-paid, to all members eligible to vote. The ballot package shall contain (a) a printed ballot containing the text of the ballot question; (b) an inner return envelope with a space for the voters signature and for his/her name to be printed legibly; (c) a return envelope addressed to the teller of the election c/o the Bar Association; and, (d) instructions for voting, unless those instructions are included on the ballot itself.

  5. Return of Ballots: Completed ballots must be received at Bar Association headquarters no later than November 12, 1993.

  6. Effective Date: The revised Bylaws shall be effective immediately upon approval by a majority of those members eligible to vote who shall have cast valid ballots, as determined by the Election Teller.

AND BE IT FURTHER RESOLVED, so that the proposed bylaw revisions may be effective immediately if approved by the membership, that the unnecessary language who shall serve for a term of one year be deleted from the proposed revision to §208(a)(3) (adding the immediate past Chair of the Board to the Board of Governors) and from §208(a)(7) (which adds the Chair-elect of the Young Lawyers Division to the Board of Governors);

AND BE IT FURTHER RESOLVED to effectuate the intent of the Commission on Judicial Selection and Retention (Commission) and the Board of Governors with regard to revision of the Association's policy on support for judicial candidates found Recommended by the Commission, the Board hereby deletes from the proposed bylaw amendments §602 in its entirety as redundant and unnecessary, with the remaining sections of Article VI to be renumbered accordingly;

AND BE IT FURTHER RESOLVED, pursuant to §1102 of the current Bylaws, which provides that, The Board of Governors may from time to time ... correct typographical errors and make conforming and other purely formal changes [to the Bylaws] ..., that the Board of Governors hereby corrects the incorrect reference in §1100(a), pertaining to amendment of Bylaws, to 212(d) (which provides, At the Annual Meeting the Board shall make a report of the condition and activities of the Association) so that §1100(a) refers instead to §212(e) (which provides, inter alia, for bylaw amendment by a secret ballot referendum of the members of the Association);

AND BE IT FURTHER RESOLVED, pursuant to the same authority in §1102 permitting purely formal bylaw changes to be made by the Board, the Board of Governors hereby changes the name of the Labor Law Committee, a standing committee of the Association, to The Labor and Employment Law Committee, in response to and consistent with the formal request of the Chair of the Labor Law Committee;

AND BE IT FURTHER RESOLVED that the Chancellor is hereby authorized to appoint an Election Teller and to take such further steps as are necessary to effectuate this resolution.

ADOPTED: July 29, 1993