Bylaws of American College of Bond Counsel, Inc.

ARTICLE I

NAME

The name of this Indiana nonprofit corporation is the “American College of Bond Counsel, Inc.,” hereinafter referred to as the “College”.

ARTICLE II

NATURE OF THE COLLEGE

Section 1. Nonprofit.

The College is not organized for pecuniary gain or profit, incidental or otherwise, and no part of the income of the College may inure to the benefit of any individual, except that reasonable compensation may be paid for services rendered.

Section 2. Purpose.

The purpose of the College is to gather together lawyers distinguished for their skill, experience and high standards of professional and ethical conduct in the practice of bond law, who will contribute substantially to the accomplishments, achievements and good fellowship of the College and to the best interests of the bar and the general public through the fulfillment of objectives of the College, which specifically include:

(a) to promote high standards of professional and ethical responsibility in the practice of bond law;

(b) to seek to improve bond law and practice;

(c) to make available to the bar and to the public authoritative educational materials in the field of bond law;

(d) to speak upon matters of interest and importance to bond lawyers and practice before legislative, administrative and regulatory bodies, and elsewhere;

(e) to promote the continuing education of attorneys on issues affecting bond law;

(f) to provide forums for attorneys practicing bond law to meet and exchange ideas and professional experience; and

(g) to cooperate and consult with national, state and local bar organizations, government agencies, issuer organizations, and other groups which have an interest in bond law and practice, including but not limited to the National Association of Bond Lawyers.

ARTICLE III

MEMBERSHIP

Section 1. Classes of Membership.

There shall be three (3) classes of membership in the College as follows: (a) Regular Fellows, (b) Honorary Fellows, and (c) Senior Fellows.

(a) Regular Fellows.  Any lawyer who is licensed to practice in the highest court of any state or jurisdiction of the United States, and who has substantial experience in bond law and meets the qualification requirements set forth in Exhibit A attached hereto and incorporated herein by reference, as from time to time modified by the Board of Directors, shall be eligible for election as a Regular Fellow of the College.

(b) Honorary Fellows.  Any lawyer, judge, teacher and other person of preeminent distinction who has made a substantial contribution to the field of bond law may be elected an Honorary Fellow of the College by the Board of Directors at any regular or special meeting of the Board of Directors.

(c) Senior Fellows.  A Regular Fellow in good standing:  (A)(i) who is substantially retired from gainful employment as an attorney in private practice and, unless waived by the Board of Directors, has attained the age of at least sixty-three (63) years and, for whom years of age plus years as a Regular Fellow total at least seventy (70), (ii) who has attained the age of at least seventy-five (75) years, or (iii) who, by reason of disability, is unable to engage in gainful employment; (B) makes application to the Secretary in accordance with such procedures as the Board of Directors may from time to time establish; and (C) whose change in status from Regular Fellow to Senior Fellow is thereafter approved by the Board of Directors will be considered a Senior Fellow; provided that the Board of Directors, on its own motion, may for good cause, approve a change in status of a Regular Fellow otherwise satisfying the requirements of (A)(i) and (ii) above to Senior Fellow status.  A Regular Fellow who, by reason of disability, has applied to become a Senior Fellow (and whose change in status has been approved by the Board of Directors) may, on request, be restored to the status of Regular Fellow by the Board of Directors.

(d) Any lawyer who shall have been invited and accepted as a Regular Fellow of the College prior to the first annual meeting of the College and who does not meet all of the membership qualification requirements established by the Board of Directors, and any lawyer who shall hereafter become a Regular Fellow of the College at any time having met all of the qualification requirements so established but who shall thereafter cease to meet all of said requirements, may nevertheless remain a Regular Fellow of the College, unless the Board of Directors shall determine that the best interests of the College require otherwise or unless such lawyer’s membership in the College shall have ceased pursuant to Section 3.06(b).

Section 2. Limitation of Membership.

The Board of Directors may establish, from time to time, a limitation on the number of Fellows of the College from any class and on the number of Fellows of the College for any class from various geographical areas or otherwise.

Section 3. Election to Membership.

(a) Any Regular Fellow in good standing may nominate a person who meets the requirements of Section 3.01 for election as a Regular or Honorary Fellow of the College.  Each nomination shall be made in writing addressed to the Secretary of the College with a copy to the Chair of the Membership Selection Committee prior to the meeting of the Board of Directors at which such nomination will be considered.  Each nomination shall include a statement of the qualifications of the nominee.

(b) Before each meeting of the Board of Directors at which nominations will be considered, the Secretary shall give written notice of the nomination of each nominated Regular Fellow to all Regular Fellows in the same state or jurisdiction of the United States as the nominee and shall give notice also to such additional Regular Fellows as the Secretary believes may know the nominee so that not less than five (5) Regular Fellows shall receive such notice.  A request for written response for approval or disapproval of the nominee’s election shall be included with the notice.  The notice shall specify a date for such response to be given.  Upon written request therefor, the Secretary shall provide any Regular Fellow with a copy of a nominee’s qualifications as set forth in the written nomination.  Responses from the Regular Fellows shall be furnished by the Secretary to the Membership Selection Committee for consideration.  Notice of the deadlines provided in this paragraph shall be given to the membership of the College not less than twenty (20) days before the deadline.  The Membership Selection Committee may establish deadlines for the submission of nominations of persons for election as Regular or Honorary Fellows of the College, for the provision of written notice of the nomination of each nominated Regular Fellow to the Regular Fellows designated to receive such notice and for the receipt of the responses from such Regular Fellows to that notice.  The Membership Selection Committee may, but need not, consider any nominations or responses which are not received within the deadlines so established, but shall not consider nominations for which notice has not been given in compliance with the first three sentences of this subsection (b) at least fifteen (15) days before consideration by the Membership Selection Committee.  From among the properly and timely submitted nominations for Regular Fellows, the Member Selection Committee shall recommend to the Board of Directors a slate of individuals for consideration.

(c) The Secretary, not less than ten (10) days before the meeting of the Board of Directors at which nominations will be considered, shall notify the Board of Directors of each nomination for membership as a Regular Fellow submitted by the Membership Selection Committee, and shall provide the Board of Directors with the nominee’s qualifications set forth in the written nomination, a summary prepared by the Membership Selection Committee of the responses received from the Regular Fellows, and the recommendations of the Membership Selection Committee.

(d) Regular and Honorary Fellows of the College shall be elected by the Board of Directors.  Unless otherwise determined by the Board of Directors for good reason, no nominee may be elected a Regular Fellow without the approval of a majority of the members of the Board of Directors.

(e) Notwithstanding any other provision of this Section 3.03, the Regular Fellows initially shall be those lawyers (whose names and addresses are set forth on Exhibit B attached hereto and incorporated herein by reference) who are Founding Fellows and initial Regular Fellows, so certified by the Secretary and listed on the membership roster, prior to the convening of the first annual meeting of the College.

Section 4. Membership Fees.

Each Regular Fellow shall pay an initial fee of $250 and annual membership fees in an amount and at a time determined by the Board of Directors.  The Treasurer shall send (in the manner permitted in Section 8.05 hereof) to each Regular Fellow a statement of fees due at an appropriate time.  Senior Fellows and Honorary Fellows shall not be required to pay membership fees.

Section 5. Rights to Vote and Hold Office.

The right to vote and to hold office In the College shall be limited to Regular Fellows.

Section 6. Expulsion and Discipline

(a) The Board of Directors, by a vote of two-thirds of those present and entitled to vote, may expel from membership, call for the resignation of, or otherwise discipline or censure any Fellow of the College for reasonable cause which includes, but is not limited to, misconduct in the Fellow’s relationship with the College, conduct discreditable to the College or the profession, or injurious or derogatory to the order, dignity, peace, reputation, interests, purposes and objectives of the College. A Fellow charged with such misconduct shall be given written notice of the charges, mailed to the Fellow’s address appearing on the membership roster, and provided an opportunity for hearing at a time and place designated in the notice, not less than twenty (20) days from the date of the mailing. The Board of Directors may delegate a committee of Fellows to conduct such a hearing, and make investigation in the matter, and to report its conclusion to the Board which may act upon the report without further notice or hearing.

(b) Any Fellow disbarred from the practice of law in any jurisdiction or any Fellow who, in lieu of disbarment or similar disciplinary proceedings of a court or bar organization, resigns from the practice of law or surrenders a law license, shall cease to be a Fellow of the College.

(c) Any Fellow who is delinquent in the payment of membership fees following the end of the calendar year with respect to which the fees are billed shall be dropped from membership and shall not be eligible for reelection until the delinquency has been remedied. The Secretary shall notify a Fellow of prospective termination of membership for non-payment of membership fees by written notice mailed to the Fellow’s address appearing on the membership roster, not less than fifteen (15) days prior to date of termination. The Board of Directors may, for good cause, abate any delinquency in the account of a Regular Fellow with respect to the period preceding such Fellow’s election as a Senior Fellow.

Section 7. Refund.

No membership fees shall be refunded to any Fellow whose membership terminates for any reason, unless such refund is approved by the Board of Directors.

Section 8. Reinstatement.

A former Fellow who has resigned from the College or who has been dropped from membership for non-payment of membership fees, may, upon good cause shown, be reinstated to membership by the Board of Directors by a vote of two-thirds of those present and entitled to vote. The Board of Directors may impose such conditions as it deems appropriate (i) to consideration of an application for reinstatement, which may include notice to such Regular Fellows, as the Board of Directors shall determine, or (ii) to reinstatement, which may include payment of such membership fees (which may include both initial and annual membership fees) as the Board of Directors shall determine.

ARTICLE IV

MEETINGS

Section 1. Annual Meeting of the College.

The College shall hold an annual meeting at which members of the Board of Directors shall be elected and other business may be transacted.  The annual meetings shall be held at such place and date as shall be determined by the President.  The President shall fix the place and date of the annual meeting at least sixty (60) days prior to the meeting.  Notice of the meeting shall be given to all Fellows not later than thirty (30) days prior to the meeting.  Wherever used in these Bylaws, the term “year” shall mean the period between the conclusion of one annual meeting and the conclusion of the next, regardless of the number of days or months in that period, unless a contrary intent is so provided.  The failure to hold an annual meeting at a time fixed in accordance with these Bylaws does not affect the validity of any corporate action or work any forfeiture or dissolution of the College.

Section 2. Special Meetings.

Special meetings of the College may be called by the President of the Board of Directors at such time and at such place as the President may designate, or shall be called by the President upon receipt of written request made by not less than thirty-five percent (35%) of the Regular Fellows.  Within thirty (30) days after the receipt of such request the President shall designate the time and place of such special meeting and shall give notice thereof.  Except in cases where other express provision is made by statute, notice of any special meeting shall be given to all Fellows not less than thirty (30) days nor more than sixty (60) days prior to the meeting.  The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

Section 3. Voting.

At all meetings of the College, each Regular Fellow may vote in person but not by proxy; however, each Regular Fellow may vote on resolutions, including the election of the Board of Directors by written ballot as described herein.  At all elections of members of the Board of Directors, each Regular Fellow may cast as many votes as there are Directors to be elected but may cast no more than one (1) vote for any one candidate.  Election of Directors and the passage of all resolutions shall require a majority of the Regular Fellows voting, unless, by provision of law, Bylaws or prior resolution, a greater number shall be required.  The number of Regular Fellows voting on a resolution will include Regular Fellows voting by written ballot and Regular Fellows present at the meeting and voting.

The Secretary of the College may provide a written ballot with respect to all resolutions, including the election of the Board of Directors, to each Regular Fellow.  If used, written ballots shall be sent to each Regular Fellow no later than thirty (30) days prior to the meeting at which such resolution will be considered.  Written ballots must be received by the Secretary no later than ten (10) days prior to the meeting at which such resolution will be considered to be taken into account.

Section 4. Quorum; Actions.

The presence in person at any meeting of the College of ten percent (10%) of the Regular Fellows shall constitute a quorum for the transaction of all business.  The Regular Fellows present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Regular Fellows to leave less than a quorum.  A majority of the Regular Fellows in attendance when a vote is taken shall be the act of the Regular Fellows, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 5. Notice of Meeting.

The President or Secretary shall cause notice of any meeting of the College to be given to each Fellow. Registration or attendance at any meeting of the College shall constitute waiver of notice of such meeting.

Section 6. Attendance.

All Fellows of all classes shall be entitled to attend any meeting of the College and to speak upon all issues discussed.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Powers.

The Board of Directors shall have control and management of all property, business and affairs of the College, and may adopt any procedure or method of performing its duties, including the delegation of duties, or otherwise which it believes to be in the best interests of the College, unless otherwise provided by law or by these Bylaws or prior resolution.

Section 2. Membership Election and Terms of Office.

The Board of Directors shall consist of seventeen (17) Directors. Fifteen (15) Directors shall be elected from among the Regular Fellows by the Regular Fellows at the annual meeting of the Fellows. Each Director so elected shall serve for a term of three (3) years and the terms shall be staggered. The term of office of each elected Director shall commence at the conclusion of the annual meeting of Fellows at which elected, and shall end at the conclusion of the annual meeting of Fellows at which a successor is elected. Two (2) of the Directors shall be ex officio. These two Directors shall be the two most recent past Presidents following each annual meeting at which the other Directors and Officers are elected. Ex officio Directors serve without the necessity of election and have the same voting rights as the elected Directors.

Section 3. Nominations.

At least one hundred fifty (150) days prior to the annual meeting of the College, the President shall appoint a Nominating Committee composed of at least five (5) Regular Fellows in good standing entitled to vote.  In appointing the Nominating Committee, the President should consider including at least two Fellows who are not current Directors.  The Nominating Committee shall nominate as many Regular Fellows for election as Directors as there will be vacancies to be filled at the annual meeting.  The Nominating Committee shall cause the Secretary to report all such nominations to all Fellows in writing at least sixty (60) days prior to the annual meeting of the College.  Other nominations for the Board of Directors may be made by a writing signed by not less than ten (10) Regular Fellows of the College, and submitted to the Secretary not less than forty-five (45) days prior to the annual meeting of the College.  The Nominating Committee shall also nominate a slate of nominees for President, Vice President, Secretary and Treasurer of the College and set forth such nominees in the report to the Fellows described above.  All officers must be members of the Board of Directors.

(a) No elected Director, who shall have failed to attend a majority of the annual, midyear or special meeting during the Director’s term of office without having been excused by the Board of Directors, shall be eligible for reelection for a consecutive term.

(b) Except as provided herein, no elected Director shall serve more than two (2) terms of three (3) years each consecutively, but an elected Director who has served two (2) such terms shall, after one (1) year out of office, again be eligible for election.  A Director may be elected to serve a third consecutive term of three (3) years if such Director is at the time of his or her election as Director also nominated to serve as an officer of the College pursuant to Article VI, Section 2.

Section 4. Vacancies.

Vacancies among the elected Directors shall be filled for the unexpired term by election at the next annual meeting of the College following the occurrence of such vacancy. The Board of Directors may appoint an eligible Regular Fellow to serve as a Director until the vacancy is filled by election.

Section 5. Annual and Midyear Meeting of the Board of Directors.

During the time of the annual meeting of the College, the Board of Directors shall hold its annual meeting at the time and place designated in advance by the President for the purpose of transacting its business. In addition, the President shall designate a time and place for a midyear meeting of the Board of Directors. Notice of each such meeting shall be given not less than thirty (30) days prior to the meeting.

Section 6. Special Meeting of the Board of Directors.

A special meeting of the Board of Directors may be called at any time by the President, or, if the President is unable to act, by the Vice President; or at any time on the written request to the President made by not less than three (3) Directors. Within ten (10) days after receipt of such request, the President shall designate the time and place of such special meeting and give notice thereof. Notice of any special meeting shall be given not less than ten (10) days or more than thirty (30) days prior to such meeting.

Section 7. Notice of Meetings.

The President or Secretary shall cause notice of any meeting of the Board of Directors to be given to each member of the Board of Directors and to each nominee for membership on the Board of Directors who, in the event of his election, would take office at or prior to such meeting.  Attendance at any meeting of the Board of Directors shall constitute waiver of notice of such meeting except such attendance as is for the purpose of objecting to the transaction of business because the meeting was not lawfully called or convened.

Section 8. Voting.

Voting rights of a member of the Board of Directors shall not be delegated to another nor exercised by proxy.

Section 9. Action Without Meeting.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by each of the members of the Board of Directors and filed in lieu of minutes of such meeting or each member of the Board of Directors consents to such action by vote communicated to the President or the President’s designee and reported at the next meeting of the Board of Directors.

Section 10. Quorum.

A majority of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business except to adjourn. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present when the act is taken shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 11. Service Without Compensation.

Directors shall serve without compensation but may receive reimbursement for authorized out-of-pocket expenses incurred on behalf of the College as determined by the Board of Directors.

Section 12. Executive and Staff.

The Board of Directors may employ one (1) or more staff members and/or a salaried executive staff head, whose terms and conditions of employment shall be specified by the Board. Any such executive staff shall perform the duties prescribed by the Board of Directors and shall be responsible to the Board.

Section 13. Conference Telephone.

Any or all members of the Board of Directors may participate in any annual or special meeting by, or through the use of, conference telephone or any other means of communication by which all members of the Board of Directors participating may simultaneously hear each other during the meeting. A member so participating is deemed to be present in person at the meeting for all purposes hereof.

ARTICLE VI

OFFICERS

Section 1. Officers.

(a) The officers of the College shall be the President, Vice-President, Secretary and Treasurer.

(b) The Board of Directors may appoint such other officers, assistant officers and agents as the Board may deem necessary, and shall delegate to such officers their respective powers and duties.

Section 2. Nomination and Election.

(a) The President, Vice-President, Secretary and Treasurer of the College shall be nominated by the Nominating Committee as and in the manner provided in Article V, Section 3 of these Bylaws. Other nominations for such officers may be made at the annual meeting of the Board of Directors at which such officers are to be elected by any member of the Board of Directors.

(b) The officers shall be elected by the Board of Directors at its annual meeting. The term of each officer shall be one (1) year, ending during the annual meeting of the Board of Directors as soon as that officer’s successor has been elected; provided that all officers shall serve until their successors in office have been elected. Officers may be elected for successive terms.

Section 3. Removal and Resignation.

Any officer may be removed, with or without cause, by a resolution of the Board of Directors at a regular or special meeting of the Board. Any officer may resign at any time by giving written notice to the President and the Secretary of the College.

Section 4. President.

The President shall be the chief executive officer of the College and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the College. The President shall preside at all meetings of the College and at all meetings of the Board of Directors. At each annual meeting of Fellows, the President or the President’s designee shall report on the activities of the College. The President shall be ex officio, a member of all standing committees, and shall have the general powers and duties of management usually vested in the office of President of a corporation, including the power to appoint all committees of the Board of Directors and all committees of the College, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 5. Vice President.

In the absence or disability of the President, the Vice President shall perform all the duties of the President; and when so acting shall have the powers of and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors.

Section 6. Secretary.

(a) The Secretary shall keep, or cause to be kept, a book of minutes, at the principal office of the College or at such other place as the Board of Directors may order, of all meetings of the Board of Directors as well as of meetings of the College with the time and place of holding, how authorized, the notice given, and the names of those present.

(b) The Secretary shall keep, or cause to be kept, a membership roster, showing the name and class of membership of each Fellow and the dates upon which such membership commenced and terminated. The Secretary shall also include in this roster the jurisdictional identification of each Regular Fellow. For purposes of these Bylaws, each Regular Fellow shall be identified to a single jurisdiction. Unless otherwise approved by the Board of Directors, the jurisdictional identification shall be to the jurisdiction in which the Regular Fellow maintains his or her principal office and is licensed to practice before the highest court of the jurisdiction. The Board of Directors shall have the discretion to identify a Regular Fellow to a different jurisdiction upon request of the Regular Fellow and a finding by the Board that the practice of bond law by such Regular Fellow is predominantly in such other jurisdiction. References in these Bylaws and the Membership Guidelines to a Regular Fellow’s state, residence or place of practice shall mean the jurisdiction to which the Regular Fellow is at the time identified in the official roster.

(c) The President or the Secretary shall give, or cause to be given, notice of all meetings of the College and of the Board of Directors, as required by law, the Bylaws or prior resolution, shall have the seal of the College in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

(d) The duties of the Secretary as set forth in these Bylaws may be delegated by the Secretary at any time with the consent and approval of the President.

Section 7. Treasurer.

(a) The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the College, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus. The books of accounts shall at all times be open for inspection by any Director or any Fellow of the College. At each annual meeting of the Fellows, the Treasurer or the Treasurer’s designee shall report on the financial condition of the College.

(b) The Treasurer shall deposit all monies and other valuables in the name and to the credit of the College with such depositories and shall make such investments thereof as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the College as may be required by the Bylaws or as may be ordered by the Board of Directors and shall render to the President and the Board of Directors at every annual meeting of the Board of Directors, and when otherwise requested by any officer or Director, an account of all transactions as Treasurer and of the financial condition of the College, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

(c) At the expiration of the Treasurer’s term of office, all books, money and other property of the College in the custody of the Treasurer shall be delivered to the Treasurer’s successor in office, or, in the absence of a successor, to the President.

(d) Such duties of the Treasurer as may be specified by the Board of Directors may be delegated to the executive staff head or a designated member of the staff of the College, or to any Fellow of the College.

Section 8. Vacancies.

Subject to the provision of Article VI, Section 2(b) of these Bylaws, any vacancy that may occur in the office of President, Vice-President, Treasurer or Secretary may be filled by a majority vote of the Board of Directors. An officer so elected shall hold office until the conclusion of the next annual meeting of the Board of Directors.

Section 9. Service Without Compensation.

Officers shall serve without compensation but may receive reimbursement for authorized out-of-pocket expenses incurred on behalf of the College as determined by the Board of Directors.

ARTICLE VII

EXECUTIVE COMMITTEE; BUDGET COMMITTEE; MEMBERSHIP SELECTION COMMITTEE; OTHER COMMITTEES

Section 1. Executive Committee.

The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and one (1) Director appointed by the Board of Directors. The President shall be the Chair of the Committee and the Secretary shall be the Secretary of the Committee. During the interim between the meetings of the Board of Directors, the Executive Committee shall have the power to manage and conduct the business and affairs of the College except that it shall not have the power to amend the Bylaws, fix fees and contributions, elect Fellows of the College or adopt rules and regulations with respect to such election. The Secretary shall keep and maintain minutes of all meetings of the Executive Committee and its activities and shall report with respect thereto to the Board of Directors at its next meeting.

Section 2. Budget Committee.

Membership of the Budget Committee shall be identical with the membership of the Executive Committee. The Vice President shall be the Chair of the Committee and the Treasurer shall be the Vice-Chair of the Committee. The Budget Committee shall submit to the Board of Directors a proposed annual budget each year at the annual meeting of the Board of Directors, and shall take such further action in connection with the budget as may be directed by the Board of Directors.

Section 3. Membership Selection Committee.

(a) The Membership Selection Committee shall consist of nine (9) Regular Fellows of the College, to be appointed by the President. Of the membership of the initial committee, three (3) members shall be appointed for a one-year term, three (3) for a two-year term, and three (3) for a three-year term, commencing at the conclusion of the first annual meeting of the College. Each year thereafter, the President shall appoint three (3) members for the three-year term. No member shall be appointed to two (2) three-year terms consecutively. The President shall appoint a Chair and a Vice-Chair of the Committee. The Committee may adopt such procedural rules as it wishes regarding the conduct of its meetings consistent with any guidelines or procedural rules adopted by the Board of Directors.

(b) The Membership Selection Committee shall make specific recommendations to the Board of Directors concerning the election of nominees for membership in the College.

(c) The Membership Selection Committee shall be charged with the responsibility of developing and recommending to the Board of Directors, from time to time, procedures and policies to be followed in the selection of Fellows of the College.

Section 4. Government Relations Committee.

The Government Relations Committee shall consist of five (5) Regular Fellows of the College appointed by the President. The President shall appoint a Chair and a Vice Chair of the Committee. The Government Relations Committee shall work with national, state and local bar organizations, government agencies, issuer organizations, and other groups, including the National Association of Bond Lawyers, which have an interest in bond law and practice and, working with the Executive Committee, shall coordinate the College to speak upon matters of interest and importance to bond law and practice before legislative, administrative and regulatory bodies, and elsewhere.

Section 5. Other Committees.

The Board of Directors may from time to time create and appoint standing, special or other committees to undertake studies, make recommendations, and carry on functions for the purpose of efficiently accomplishing the purposes of the College. Committees, to the extent specified by the Board of Directors, may exercise the powers, functions, or authority of the Board of Directors, except where prohibited by law; provided, however, that if a committee is to exercise Board powers, functions, or authority, (a) all the persons serving on the committee must be Directors, (b) there must be at least two (2) persons on the committee, and (c) the creation of the committee and the appointment of its members shall be by a majority of all Directors in office when the action is taken.

Section 6. Voting.

Voting rights of members of any committee shall not be delegated to another nor exercised by proxy.

Section 7. Quorum.

A majority of the members of any committee shall constitute a quorum for the transaction of business.

Section 8. Notice of Meetings.

Notice of all regular meetings of any committee shall be given to committee members not less than ten (10) days before the meeting is held. Notice of special meetings of any committee may be given by telephone or telegram at least twenty-four (24) hours before the meeting is held.

Section 9. Conference Telephone.

The members of any committee may participate in a meeting of such committee by means of conference telephone or any other means of communication by which all persons participating in the meeting can simultaneously hear each other. Participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting for all purposes hereof.

ARTICLE VIII

MISCELLANEOUS

Section 1. Fiscal Period.

The fiscal period of the College shall be as established by the Board of Directors.

Section 2. Ownership of Property.

The title to any property, equipment or apparatus heretofore or hereafter acquired and owned shall be assigned, transferred and vested in the name of the College, or its nominee, as directed by the Board of Directors.

Section 3. Budget.

The Board of Directors shall adopt in advance of the next fiscal period an annual operating budget covering all activities of the College.

Section 4. Execution of Contracts and Other Documents.

Unless otherwise ordered by the Board of Directors, all written contracts and other documents entered into by the College shall be executed on behalf of the Corporation by the President or Vice President, and, if required, attested by the Secretary or an assistant secretary.

Section 5. Notices.

Any notice shall be deemed properly given and delivered when deposited in the U.S. Mail with postage prepaid thereon and addressed to the Fellow at the address appearing on the membership roster, when sent by facsimile transmission to the telephone number shown on the membership records or when sent by email to the address shown in the membership records. Notice of any meeting shall also be deemed properly given if such notice is published in a regular publication of the College mailed to each Fellow in the manner required for meeting notices. Any member may request notices to be sent by U.S. Mail and if so requested, notices shall be given as requested.

ARTICLE IX

AMENDMENT OF BYLAWS

Amendment of these Bylaws must be approved by at least two-thirds of the Directors present and voting as described in Article V, Section 8 of these Bylaws.  The Secretary shall, within 120 days after adoption by the Board of Directors, send notice to all Regular Fellows of the Amendment, including the form thereof and shall maintain in the official records of the College and on its website, if any, a copy of the current Bylaws.

ARTICLE X

INDEMNIFICATION OF DIRECTORS OFFICERS AND EMPLOYEES

Section 1. Rights to Indemnification and Advancement of Expenses.

(a) The College shall indemnify as a matter of right every person made a party to a proceeding because such person is or was:

(i) a member of the Board of Directors of the College,
(ii) an officer of the College, or
(iii) while a Director or officer of the College, serving at the College’s request as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not,

(each an “Indemnitee”) against all liability incurred by such person in connection with the proceeding; provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in the Act. The College shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The College shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding, against reasonable expenses incurred by the Indemnitee in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph.

(b) Upon demand by a person for indemnification or advancement of expenses, as the case may be, the College shall expeditiously determine whether the person is entitled hereto in accordance with this Article and the procedures specified in the Act.

(c) The indemnification provided under this Article shall apply to any proceeding arising from acts or omissions occurring before or after the adoption of this Article.

Section 2. Other Rights Not Affected.

It is the intent of this Article to provide indemnification to Directors and officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Article. Nothing contained in this Article shall limit or preclude the exercise of, or be deemed exclusive of, any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a Director, officer, employee, or agent of the College, or the ability of the College to otherwise indemnify or advance expenses to any such individual.

Notwithstanding any other provision of this Article, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the College “to the benefit of any private shareholder or individual,” within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or similar provisions of any subsequent Federal tax laws. The provisions of, and the rights and obligations created by, this Article shall not give rise or be deemed to give rise to “compensation for personal services” as described in IC 34-4-11.5-1 et seq., as amended.

Section 3. Definitions.

For purposes of this Article:

(a) A person is considered to be serving an employee benefit plan at the College’s request if the person’s duties to the College also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.

(b) The estate or personal representative of a person entitled to indemnification or advancement of expenses shall be entitled hereunder to indemnification and advancement of expenses to the same extent as the person.

(c) The term “expenses” includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement, or appeal of a proceeding or establishing or enforcing a right to indemnification under this Article, applicable law or otherwise.

(d) The term “liability” means the obligations to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(e) The term “party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(f) The term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

Section 4. Insurance.

The College may purchase and maintain insurance on behalf of any person who is or was a Director, officer or employee of the College for liabilities and expenses for which the person is or may be indemnified pursuant to Section 1 of this Article, whether or not the College would have the power to indemnify the person under applicable law. The College may provide similar protection through a trust fund, letter of credit, surety bond or otherwise, not inconsistent with applicable law. Notwithstanding other provisions of this Article, the College shall not provide indemnification with respect to liabilities or expenses to the extent covered by insurance proceeds payable with respect to those liabilities or expenses under insurance maintained by the College or any other insurance under which the proceeds are payable.

Section 5. Effect of Bylaw Amendment.

No amendment or repeal of this Article shall limit or eliminate the benefits provided to Directors, officers or employees of the College under this Article with respect to any act or omission that occurred prior to such amendment or repeal.

Section 6. Compliance with Law.

If it shall be determined that the indemnification provided pursuant to this Article is beyond the power of the College under applicable law to indemnify Directors, officers or employees, the indemnification provided by this Article shall be limited to the indemnification that the College has the power to provide under applicable law and shall be provided to the full extent of that power.

Updated with amendments through October 20, 2009.

EXHIBIT A

AMERICAN COLLEGE OF BOND COUNSEL GUIDELINES FOR SELECTION OF REGULAR FELLOWS

1. No nomination shall be accepted from (a) a proposer or seconder in the same firm, corporation or other entity as the nominee or (b) a proposer or seconder who is related by birth or marriage to the nominee or (c) a proposer or seconder who is regularly engaged as counsel for the nominee (or for the employer of the nominee).

2. Each nomination shall be made by a Regular Fellow and seconded by two additional Regular Fellows who have independently certified to the Membership Selection Committee that the nominee meets the criteria for membership. No Regular Fellow shall nominate more than one person for election to membership in any year. Any Regular Fellow may second any number of nominations. Unless the state has no Regular Fellows or all Regular Fellows in the state are disqualified by application of paragraph one above, at least one of the nominating or seconding Regular Fellows must be residents or practitioners in the same state as the nominee; provided, that this requirement may be waived by joint action of the Membership Selection Committee and the Executive Committee of the Board of Directors upon request by the nominator and two Regular Fellows offering to second the nomination. Nominations for membership need not be kept confidential from nominees. It is of utmost importance for nominators to submit as full and complete an application as possible for each nominee. Fellows should use appropriate discretion regarding whether or not to inform nominees about their nomination in order to obtain information necessary to the selection process. Details of balloting and comments in the voting or decision process shall be kept strictly confidential.

3. As provided in the Bylaws, “[a]ny lawyer who is licensed to practice in the highest court of any jurisdiction of the United States, and who has substantial experience in bond law and meets the qualification requirements set forth in [this] Exhibit A…as from time to time modified by the Board of Directors, shall be eligible for election as a Regular Fellow of the College.” In considering nominees for membership, the Membership Selection Committee and the Board of Directors shall consider the following criteria:

(a) Whether the nominee is a distinguished bond law practitioner who has devoted, and demonstrated a willingness to further devote, time to organized bar projects, writing or teaching involving bond law. Generally, a Regular Fellow is expected to have made a substantial effort to add to a more informed bar or public with respect to matters of bond law, and thereby to improve bond law practice and bond law. Accordingly, special attention should be given in the nomination (and in the consideration of the nomination) for identification of the activities of the nominee in the area of bond law, including the following: organized bar activities; writing and publishing; teaching (other than as the nominee’s profession); legislative drafting and activity promoting the enactment of legislation (other than in the capacity as State or Federal legislator); and public service related to bond law (on commissions, boards and the like other than as the nominee’s major profession).

(b) Whether the nominee has had substantial experience in bond law for a period of not less than ten (10) years. A nominee will be deemed to have had the requisite ten (10) years of substantial experience in bond law if, as a regular part of such nominee’s practice during each of the ten (10) years immediately preceding the date of nomination, the nominee (a) was supervising attorney on and actively participated in at least ten (10) closed bond issues in the capacity of bond counsel and (b) devoted at least eighty percent (80%) of said practice to performing services as bond counsel, underwriter’s counsel, bond purchaser’s counsel or special tax counsel, to participating in bond related litigation, or to teaching bond law, writing on bond law, drafting state bond statutes, or any combination of the foregoing; provided however that a nominee whose principal occupation in any such year was teaching law shall be deemed to have had the requisite substantial experience in bond law during such year if such nominee satisfies the requirements of clause (b), without regard to the requirements of clause (a). The term “bond law” means law pertaining to the issuance and validity of state and local government bonds including the Federal income tax laws applicable thereto; provided that the fact that a nominee has a subspecialty, or specific area of concentration, in bond law practice shall not be considered a disqualifying factor. The term “teaching” includes teaching courses given by law schools and other academic institutions and lecturing and appearing on panels at seminars and workshops. The term “writing” means writing intended for publication in a book, in a periodical or in a course, seminar or workshop. The term “principal” as applied to “occupation” means an occupation on which not less than 1100 hours are expended in such year.

(c) Whether the nominee is perceived among the nominee’s peers, whether they be in the community in which the nominee practices or the professional community of the nominee’s business, to be a specialist, or to concentrate, in bond law.

Any significant exceptions to the foregoing criteria that are known to the nominating Regular Fellow should be disclosed in the nomination, along with an appropriate explanation in support of the nomination.

4. Active professors of law should be considered for Regular, rather than Honorary, Fellowship in the College, unless the professor is serving in an emeritus or superannuated capacity; or is being selected solely under the pre-eminent standards intended for Honorary Fellows.

5. No nominee shall be elected a Regular Fellow in any year if the election would cause the number of Regular Fellows who practice in the same state as the nominee to increase by more than the greater of (a) three or (b) ten percent.

6. The fact that the College already has one or more Regular Fellows from a firm or business entity shall not preclude the admission of another person from the same firm or business entity. When there is a nomination of a person who is a Regular Fellow of a law firm or business entity that is represented in the College by one or more Regular Fellows, the nomination form that is circulated to Fellows pursuant to Article III, Section 3 of the Bylaws shall specifically address the following matters: (1) the fact of such multiple membership; (2) relevant facts pertaining to the size of the firm and the manner in which the firm’s bond law practice is structured; (3) in the case of multi-office firms or entities, the location where the nominee practices and the locations where the existing Regular Fellows of the College within the firm or entity practice; (4) the type(s) of bond law practice of the firm or entity; (5) the special status or skills, if any, of the nominee which differentiate the nominee from the other members of the firm or entity who are Regular Fellows of the College; and (6) the relative activity or inactivity of the other Regular Fellows in the same firm or entity in the practice of bond law and in the College. The Membership Selection Committee shall give consideration to the number of members of a given firm or entity, and shall give due regard to the reaction, if any, of the other Regular Fellows to this issue and the disclosure contained in the circulated nominating information. Where a nominee is from a different geographic area from the other Regular Fellows in the same firm or entity or where a nominee will clearly bring to the College a significant professional dimension different from that of such other Regular Fellows, the Membership Selection Committee shall give appropriate weight to such factor(s).

7. As nearly as may be practicable, the number of Regular Fellows engaged in private practice shall not be less than eighty percent (80%) of the entire Regular Fellowship of the College. If at any time the percentage of Regular Fellows engaged in private practice falls below eighty percent (80%), then no further nominations for Regular Fellows shall be accepted except for private practitioners until the minimum percentage is restored. It is the further objective of the College that the remaining Regular Fellows shall be fairly representative of the fields and organizations other than private practice in which bond lawyers are employed.

8. Regular Fellowship in the College is limited to practitioners in the United States. There is no express policy limiting the number of Regular Fellows from any locale or precluding the nomination or election as an Honorary Fellow of a non U.S. practitioner should the standards for Honorary Fellowship be otherwise met.

9. If, in the membership selection process, a nominee is deferred for further consideration, the Regular Fellow proposing the nominee shall be advised of the deferral and the reasons therefore. The nomination shall be automatically reconsidered unless withdrawn, but if the nominee is not elected in the following year, the nomination shall be considered rejected. This rule shall not be applicable if the only reason for deferral is the lack of time in practice or the limitation on admittance of Regular Fellows from any state in one year set forth in (5) above.

10. Any nominee who is rejected shall not be considered again for a period of two years, unless the rejection is based solely upon the lack of time that a nominee has practiced bond law.

EXHIBIT B

FOUNDING FELLOWS

Charles P. Carlson
William J. Danhof
Thomas Kennedy Downs
Glenn E. Floyd
David A. Franklin
Philip C. Genetos
Kenneth H. Haynie
Brenda S. Horn
Charles R. Hug
Robert J. Jones
Harold B. Judell
John L. Kraft
George M. Mack
Steve A. Matthews
Griffith F. Pitcher
Fred H. Rosenfield
Peter H. Seed
Steven J. Simons
James J. Skeffington
Thomas William Taylor
William M. Taylor
Jerry E. Turner
Richard A. Weiss
Sharon Stanton White
W. Jackson Williams

INITIAL REGULAR FELLOWS

Frederic L. Ballard, Jr.
David A. Caprera
William H. Connor
Joseph R. Cortese
M. Jane Dickey
Philip J. Dorweiler
Mae Nan Ellingson
Robert E. Ferdon
C. Robert Foltz
Norman E. Gaar
Michael D. Groshek
Charles S. Henck
Donald L. Howell
Joseph H. Johnson, Jr.
William Johnstone
Henry Klaiman