BY-LAWS

OF

The Milwaukee Young Lawyers Association, Inc.
(a Wisconsin Nonstock Corporation)

INTRODUCTION VARIABLE REFERENCES

Date of Adoption of these by-laws: July 27, 2002

Date of Incorporation: 6/17/81

0.01. The fiscal year of the corporation shall begin on the first day of July and end on the last day of June each year (See Section 8.02).

* 0.02. Date of annual members' meeting (See Section 2.02):

*

0.03. Required notice of members' meeting (See Section 2.05): Not less than twenty (20) days.

*

0.04. Authorized number of directors (See Section 3.02): Ten (10).

*

0.05. Required notice of directors' meetings (See Section 3.05):

(a) Not less than three (3) days if by mail, and

* (b) Not less than twenty-four (24) hours if by personal delivery, word of mouth, telephone, facsimile, e-mail or other form of wire or wireless transmission. *

*These spaces are reserved for official notation of future amendments to these sections.

ARTICLE I. OFFICES

1.01. Principal Office. The corporation may have such principal and other offices, either within or without the State of Wisconsin, as the board of directors may designate or as the affairs of the corporation may require from time to time.

1.02. Registered Office. The address of the registered agent of the corporation required by Section 181.0501 of the Wisconsin Statutes to be maintained in the State of Wisconsin may be, but need not be, identical with the address of the principal office of the corporation in the State of Wisconsin, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II. MEMBERS

2.01. Qualifications, Term, and Removal The membership of the corporation shall consist of the following classes:

(a) Active Member. An Active Member shall be an attorney eligible to practice law in the State of Wisconsin who has either not reached his or her 38th birthday, or who has been admitted to the practice of law less than five years, and who is not delinquent in the payment of dues. Any officer or director of the corporation who takes office while otherwise eligible to be an Active Member shall remain an Active Member for the duration of his or her current term. In the case of an individual elected to the office of President-Elect, such individual shall remain an Active Member through the period of time during which he or she serves successive terms as President-Elect, President, and Immediate Past President.

(b) Patron Member. A Patron Member shall be an attorney who has reached his or her 38th birthday, who has been admitted to the practice of law five years or more, and who is not delinquent in the payment of dues.

(c) Student Member. A Student Member is a person enrolled in a law-degree granting program at an accredited law school in the State of Wisconsin who shall have applied for student membership and who is not delinquent in the payment of dues.

(d) Honorary Member. An Honorary Member is a person so designated by the majority vote of the board of directors.

(e) Sponsor Member. A Sponsor Member is an individual or organization that wishes to support the corporation and who is not delinquent in the payment dues.

2.02. Annual Meeting. The annual meeting of the members shall be held in each year on the date set forth in Section 0.02, at the hour designated in the written notice given pursuant to Section 2.05, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein or fixed as herein provided, for any annual meeting of the members, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as convenient. Notice of the date, time and place of the annual meeting, together with a brief summary of the election procedures, shall be mailed to each member of the corporation at least twenty (20) days before the date of the meeting. The business of the annual meeting shall consist of the election of the board of directors and the officers, a report by the outgoing President regarding the activities of the corporation during the President’s terms of office, and such other business as may duly come before the membership at the meeting.

2.03. Special Meetings. Special meetings of the Active Members for any purpose or purposes, unless otherwise prescribed by statute, may be called by either the President, the board of directors, or the Active Members of the corporation.

2.04. Place of Meeting. The board of directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by the Active Members may designate any place, within or without the State of Wisconsin, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Wisconsin or such other suitable place in the county of such principal office as may be designated by the person calling such meeting.

2.05. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days or hours set forth in Section 0.03 (unless a longer period is required by law or the articles of incorporation), nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to the members. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address of its principal office.

2.06. Proxies. At all meetings of the members, an Active Member may, unless prohibited by the articles of incorporation, vote by proxy executed in writing by the Active Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

2.07. Waiver of Notice by Member. Whenever any notice whatever is required to be given to the members under the by-laws or articles of incorporation or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the members shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Wisconsin Nonstock Corporation Law, shall contain the same information as would have been required to be included in such notice except the time and place of meeting.

2.08. Conduct of Meetings. The President, and in his/her absence, the President-Elect, shall call the meeting of the members to order and shall act as chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the members, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as Secretary of the meeting.

2.09. Voting. Only Active Members of the corporation whose membership dues have been received by the corporation at least twenty (20) days immediately preceding the annual or special meeting, shall be entitled to vote at such meeting. The Active Members shall have the right to vote on all matters submitted to a vote of the members and such other additional rights and powers as set forth in these by-laws or conferred upon voting members of nonstock corporations under the Wisconsin Nonstock Corporation Law. Twenty-one (21) Active Members of the corporation shall constitute a quorum at all meetings of members, though less than a quorum may adjourn the meeting. A majority of the votes entitled to be cast by the Active Members, in person or by proxy, at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law or the articles of incorporation.

2.10. Unanimous Consent Without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members with respect to the subject matter thereof.

2.11 Dues. The dues shall be determined by the board or directors and shall be payable on or before the 1st day of January of each year. The board of directors may set different dues amounts for any of the classes of membership.

ARTICLE III. BOARD OF DIRECTORS

3.01. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

3.02. Number, Tenure, Qualifications and Election. The number of directors of the corporation shall be as set forth in Section 0.04. The board of directors shall be composed of the immediate Past President of the corporation, the President, Vice President, Treasurer, Secretary and five (5) Elected Directors. Each director shall hold office from July 1st following the annual meeting of the members through June 30th, or until his/her prior death, resignation, or removal. A director may be removed from office by a vote of two-thirds (2/3) of all the members of the board of directors (including the director subject to the motion to remove) whenever, in the judgment of the board of directors, the best interests of the corporation shall be served thereby, following notice to such director of any such motion to remove and of the charge against such director. A director may resign at any time by filing a written resignation with the Secretary of the corporation. The Elected Directors shall be elected at the annual meeting of the members. Only a person who will be an Active Member on the date he or she will take office shall be eligible for election to the board of directors as an Elected Director. A member who desires to be an Elected Director must follow the following procedure:

(a) At least fourteen (14) days prior to the annual meeting of the members, any eligible person desiring to be an Elected Director shall file with the President a written notice that he or she is a candidate for election to the board of directors.

(b) Only persons so filing shall be eligible for election; provided, however, that an unsuccessful candidate for an officer shall be exempt from this requirement and may be nominated from the floor; and provided further, that nominations from the floor of the annual meeting may be allowed for positions of director in the event a full slate has not been nominated pursuant to (a) above.

(c) At the annual meeting of the members, the presiding officer, in that officer’s sole discretion, shall determine the number and length of nominating speeches that may be made on behalf of a candidate for the board of directors, provided that each candidate shall be entitled to at least one (1) nominating speech.

(d) Candidates for the Elected Directors shall be voted on simultaneously, and the five (5) candidates receiving the greatest number of votes shall be elected as the Elected Directors.

3.03. Annual and Regular Meetings. The annual meeting of the board of directors shall be held in each year without other notice than this by-law in conjunction with the annual meeting of the members, for the transaction of such other business as may come before the meeting. The board of directors shall meet regularly, at least ten (10) times per year, at such date, time and place as shall be determined by the board of directors. Every effort should be made to meet once each month during the term of the board of directors.

3.04. Special Meetings. Special meetings of the board of directors may be called by or at the request of the President, or any three directors. The President, or directors calling any special meeting of the board of directors may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the board of directors called by them, and if no other place is fixed, the place of meeting shall be the principal office of the corporation in the State of Wisconsin.

3.05. Notice; Waiver. Notice of each meeting of the board of directors (unless otherwise provided in or pursuant to Section 3.03) shall be given to each director (i) by written notice delivered personally or mailed or given by facsimile or other form of wire or wireless transmission to such director at his or her business address or at such other address as such director shall have designated in writing and filed with the Secretary, or (ii) by word of mouth or telephone personally to such director, in each case not less than that number of days prior thereto as set forth in Section 0.05. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by facsimile, e-mail, or other form of wire or wireless transmission, it shall be deemed delivered when transmitted. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

3.06. Quorum. Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors set forth in Section 0.04 shall constitute a quorum for the transaction of business at any meeting of the board of directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

3.07. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by the articles of incorporation or these by-laws. Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.08. Conduct of Meetings. The President shall call meetings of the board of directors to order and shall act as chairman of the meeting. In the absence or disability of the President, the officers shall preside in the following order: the President-Elect, the Treasurer, the Secretary. The Secretary of the corporation shall act as secretary of all meetings of the board of directors, but in the absence of the Secretary, the presiding officer may appoint any director or other person present to act as secretary of the meeting.

3.09 Vacancies. Any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the board of directors. Only an Active Member shall be eligible for appointment to the board or directors under this paragraph, except for the position of Past President which shall be filled only by a Past President, whether an Active Member of not, by a majority vote of the remaining directors.

3.10. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or a committee thereof of which he/she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she files his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.11. Unanimous Consent Without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the board of directors or any committee thereof at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or members of such committee entitled to vote with respect to such action.

ARTICLE IV. OFFICERS

4.01. Number. The principal officers of the corporation shall be a President, the President-Elect, a Secretary, and a Treasurer, each of whom shall be elected by the Active Members. The duties of the officers shall be those enumerated herein and any further duties designated by the board of directors. The duties herein specified for particular officers may be transferred to and vested in such other officers as the board of directors shall elect or appoint, from time to time and for such periods or without limitation as to time as the board of directors shall order.

4.02. Election and Term of Office. The officers of the corporation, except the President, shall be elected annually by the Active Members at the annual meeting of the members. The President shall be the person elected to the office of President-Elect at the annual meeting of the preceding year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Only an individual who will be an Active Member on the date he or she will take office is eligible for election as an officer, except that a candidate for President-Elect must be an Active Member on the date he or she will assume the office of President. Each officer shall hold office from July 1st following the annual meeting of the members through June 30th, or until his/her prior death, resignation, or removal. A member who desires to be an officer must follow the following procedure:

(a) At least fourteen (14) days prior to the annual meeting of the members, each person desiring to be elected an officer of the corporation shall file with the President a written notice that he or she is a candidate for such office. Only persons so filing shall be eligible for election; provided however that an unsuccessful candidate for an officer or for election as an Elected Director shall be exempt from this requirement and may be nominated from the floor.

(b) Each office shall be voted on separately, and the candidate receiving the majority of votes cast shall be elected. In case of the failure of any candidate to receive a majority on the first ballot, there shall be a run-off between the two candidates receiving the greatest number of votes.

(c) The presiding officer at the annual meeting of the members, in that officer’s sole discretion, shall determine the number and length of nominating speeches; however, each candidate shall be entitled to at least one (1) nominating speech.

4.03. Removal. An officer may be removed from office by a vote of two-thirds (2/3) of all the members of the board of directors (including the officer subject to the motion to remove) whenever, in the judgment of the board of directors, the best interests of the corporation shall be served thereby, following notice to such officer of any such motion to remove and of the charge against such director.

4.04. Vacancies. A vacancy in any principal office (other than President) because of death, resignation, removal, disqualification or otherwise, may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum of the board of directors. Only an Active Member shall be eligible for appointment as an officer under this paragraph, except for the position of Past President which shall be filled only by a Past President, whether an Active Member of not, by a majority vote of the remaining directors. A vacancy in the office of President shall be filled by the President-Elect who, if elected as President-Elect at the previous Annual Meeting, shall succeed to the office of President for the unexpired term and a one (1) year term thereafter. A vacancy in the office of President-Elect shall be filled by a vote of a majority of the directors then in office. An appointed President-Elect shall succeed to the office of the President for the unexpired term of the President of the corporation if necessary and shall not serve an additional one-year term as President unless elected as such at the next annual meeting of the members.

4.05. President. The President shall preside at all meetings of the board of directors and shall have such further and other authority, responsibility and duties as may be granted to or imposed upon him/her by the board of directors. The President shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the affairs of the corporation. He/she shall have authority, subject to such rules as may be prescribed by the board of directors, to appoint such agents and employees of the corporation as he/she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them, and to appoint the chairs of all regular and special committees of the corporation and shall direct their activities with the advice and counsel of the board of directors. Such agents and employees shall hold office at the discretion of the President. He/she shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular affairs, or which shall be authorized by resolution of the board of directors; and except as otherwise provided by law or the board of directors, he/she may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead. In general he/she shall perform all duties incident to the office of the chief executive officer and such other duties as may be prescribed by the board of directors from time to time.

4.06. President-Elect. The President-Elect shall serve on the board of directors during the year preceding the President-Elect’s term of office as President, and shall succeed the President on the expiration of the President’s term in office. The President-Elect shall perform such duties as the President or the board of direcotrs may from time to time direct. In the absence of the President or in the event of his/her death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the President-Elect shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President.

4.07. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records; and (d) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or by the board of directors.

4.08. Treasurer. The Treasurer shall: (a) have charge and custody and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him/her by the President or by the board of directors

4.09. Other Assistant and Acting Officers. The board of directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his/her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the board of directors shall have the power to perform all the duties of the office to which he/she is so appointed to be assistant, or as to which he/she is so appointed to act, except as such power may be otherwise defined or restricted by the board of directors. The board of directors shall have the power to appoint an Executive Director, and to fix the compensation for the Executive Director. The Executive Director need not be an Active Member of the corporation. The Executive Director shall have such duties as from time to time may be delegated to him or her by the board of directors, and shall serve at the pleasure of the board of directors.

4.10. ABA Delegates. The President and the President-Elect, or such other persons designated by the board of directors shall serve as the corporation’s delegates to the Young Lawyers Section of the American Bar Association; and as such delegates, shall have the duties, privileges and powers as may be delegated to them by the board of directors. The board of directors, in its discretion, may from time to time reimburse, in whole or in part, the expenses of such delegates.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.01. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or the President-Elect; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02. Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the board of directors. Such authorization may be general or confined to specific instances.

5.03. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences 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, including by means of facsimile signatures, as shall from time to time be determined by or under the authority of a resolution of the board of directors.

5.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the board of directors.

ARTICLE VI. LIABILITY AND INDEMNITY OF OFFICERS AND DIRECTORS

6.01 Liability of Directors and Officers. Except as otherwise provided by law, no director or officer shall be liable to the corporation, or any person asserting rights on behalf of the corporation, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes (a) a willful failure to deal fairly with the corporation or its members in connection with a matter in which the director or officer has a material conflict of interest, (b) a violation of criminal law, unless the director or officer 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 director or officer derived an improper personal profit or benefit, or (d) willful misconduct.

6.02. Indemnity of Directors and Officers. The corporation shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person, for all reasonable expenses, including fees, costs, charges, disbursements and attorney fees, incurred in the proceeding, provided the director or officer was a party because he or she is a director or officer of the corporation, and in all other cases, the corporation shall indemnify a director or officer against liability, including judgments, settlements, penalties, assessment, forfeitures, fines, including any excise tax assessed with respect to an employee benefit plan, and reasonable expenses, incurred by the director or officer in the proceeding, provided the director or officer was a party because he or she is a director or officer of the corporation, unless the liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the corporation and the breach or failure to perform constitutes (a) a willful failure to deal fairly with the corporation or its members in connection with the matter in which the director or officer has a material conflict of interest, (b) a violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful, (c) a transaction from which the director or officer derived an improper personal profit or benefit, or (d) willful misconduct.

The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, shall not, by itself, create a presumption that indemnification of the director or officer is not required under this by-law. No indemnification is required under this by-law to the extent the officer or director has previously received indemnification, reimbursement or allowance of expenses from any person, including the corporation, in connection with the same proceeding. Determination of whether indemnification is required under this by-law shall be made by the means provided pursuant to Section 181.0873 of the Wisconsin Statutes.

The corporation, by its board of directors, may indemnify in a like manner, or with any limitations, any employee or agent of the corporation who is not a director or officer with respect to any action taken or not taken in his or her capacity as such employee or agent. The foregoing rights of indemnification shall be in addition to all rights to which directors, officers, employees or agents may be entitled as a matter of law, by resolution of the board of directors, or by written agreement with the corporation. All terms used in this Section 6.02 for which a definition is provided in Section 181.0871 of the Wisconsin Statutes and not otherwise herein defined shall have the meaning set forth in said statute.

6.03. Maintenance of Insurance. The corporation may, by its board of directors, purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent of the corporation against liability asserted against and incurred by the person in his or her capacity as a director, officer, employee or agent, or arising from his/her status as a director, officer, employee or agent, regardless of whether the corporation is required or authorized to indemnify the person against the same liability.

6.04. Transactions With the Corporation. No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his, her or their votes are counted for such purpose, if (a) the fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or (b) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

ARTICLE VII. COMMITTEES 7.01 Creation. (a) The standing and special committees of the corporation shall be created, abolished, perpetuated, consolidated or renamed with the approval of the President. (b) The President, acting in conjunction with the board of directors, shall define the duties and functions of all committees, and shall assign such special duties as the President may from time to time deem advisable. 7.02 Composition. Promptly after election, the President shall appoint one or more persons to chair each committee, and with the advice of such chair, members of each committee. The chair of such committee, subject to the approval of the President, may create such subcommittees as are considered necessary and proper to carry out the committee’s duties and functions. 7.03 Joint Committees. (a) Judicial Selection Committees. The corporation shall be represented on the Judicial Selection Committee of the Milwaukee Bar Association by three members of the corporation who shall serve three (3) year terms. The terms of these members shall be staggered so that one member is elected annually. The election of such member shall coincide in time and method with the election of the board of directors. In the event of a vacancy, the President shall appoint a successor subject to the confirmation of the board of directors to serve until the annual meeting, when a successor will be elected to serve the balance of the term. (b) Other Committees. Subject to the approval of the board of directors, the President shall appoint Active Members as delegates to or representatives of the corporation at such other committees, agencies or corporations, professional, civic or otherwise, as the board of directors shall from time to time designate.

ARTICLE VIII. GENERAL

8.01. Seal. The board of directors may provide for a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Wisconsin".

8.02. Fiscal Year. The fiscal year of the corporation shall be as provided in Section 0.01.

ARTICLE IX. AMENDMENTS

9.01. By Members. These by-laws may be altered, amended or repealed and new by- laws may be adopted by the members by affirmative vote of not less than a majority of the Active Members present or represented at any annual or special meeting of the members at which a quorum is in attendance.

9.02. By Directors. These by-laws may also be altered, amended or repealed and new by- laws may be adopted by the board of directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; however, no by-law adopted by the members shall be amended or repealed by the board of directors if the by-law so adopted so provides.

9.03. Implied Amendments. Any action taken or authorized by the members or by the board of directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of members or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.