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CONSTITUTION

ARTICLE  I

NAME

The name of this Association shall be The Association of Life Insurance Counsel.

ARTICLE  II

PURPOSES

1. To promote the effectiveness of legal service to life insurance companies.
    
2. To further the education and professional abilities of life insurance lawyers.
    
3. To maintain liaison with the American Bar Association as an affiliated organization.
    
4. To otherwise provide the functions of a bar association for life insurance lawyers.
    

ARTICLE  III

PRINCIPAL OFFICE

The principal office of the Association shall be the business office of the secretary-treasurer of the Association unless otherwise designated by the Board of Governors.

ARTICLE  IV

MEMBERSHIP

Membership in the Association shall be of three classes: Active, Emeritus and Honorary.

1. An applicant for Active Membership in the Association must be engaged in the practice of law in the United States or Canada either:

   A. As home office counsel of, or as a lawyer in private practice who represents, a   legal reserve life insurance company and who meets the criteria provided in the Bylaws of the Association, or

   B. As home office counsel of a non-life insurance company affiliated with a legal reserve life insurance company and who meets the criteria provided in the Bylaws of the Association, or

   C. As a member of the legal staff of a recognized insurance industry association operating in the general field of legal reserve life insurance as shall be approved by the Board of Governors.

2. Applications for Active Membership shall be acted upon by the Board of Governors and shall be in such form specified in the Bylaws of the Association.
    
3. Each Active Member shall be entitled to one vote in the affairs of the Association.Proxy voting is not permitted.An Active Member who has retired from his company, association or private practice by reason of age or disability shall become an Emeritus Member in the absence of an affirmative election to remain an Active Member.
   
4. Honorary Members may be designated by the Board of Governors.
   
5. Membership fees shall be established from time to time by the Board of Governors for each of the classes of membership.
   
6. Membership may be terminated by written resignation at any time but resignation shall not relieve a member of the obligation to pay any unpaid membership fees.Failure to pay membership fees for two consecutive years shall result in termination of membership.
   
7. Active Membership shall terminate upon cessation of employment by a legal reserve life insurance company, insurance industry association or affiliate of such a company or association or upon cessation of the type of private practice required of an applicant for membership, other than for reason of age or disability, unless otherwise provided by the Bylaws or waived by the Board of Governors.

ARTICLE  V

ORGANIZATION

1. Responsibility for the management of the affairs of the Association shall be vested in the Board of Governors.
    
2. The officers of the Association shall be a president, a president-elect and a        secretary-treasurer who shall be elected from among and by the Active Members for terms of one year or until their successors are elected. The president-elect shall, upon expiration of the term in that office, succeed to the office of president. A vacancy in any office may be filled by the Board of Governors for an unexpired term.
    
3. An Association delegate to the House of Delegates of the American Bar        Association shall be elected by the Active Members for a term of two years or until a successor is elected. A vacancy in this position may be filled by the Board of Governors for an unexpired term.
    
4. The Association shall have an executive committee consisting of the officers of the Association and shall have such sections and other committees as the Board of Governors may establish from time to time.
    
5. The executive committee shall have all the powers of the Board of Governors  except those expressly denied by this Constitution, the Bylaws or the Board of Governors.
    

ARTICLE  VI

BOARD OF GOVERNORS

1. The Board of Governors shall consist of the officers of the Association ex officio, the immediate past president ex officio, the Association delegate to the House of Delegates of the American Bar Association ex officio and additional Active Members to be elected in accordance with the following prescriptions:

   A. In the year 1978, three members shall be elected for terms of one year, three shall be elected for terms of two years, three shall be elected for terms of three years and three shall be elected for terms of four years.
   

   B. Commencing at the annual meeting in 2003, four members shall be elected each year for terms of four years.

   C. Members so elected for a full four-year term shall be ineligible to succeed themselves but may be re-elected following an intervening period of one year.  

2. If a vacancy on the Board of Governors shall occur prior to the expiration of a term, the vacancy shall be filled in accordance with the following prescriptions:

   A. By election at the next annual meeting of the Association, or

   B. In the discretion of the president in consultation with the nominating committee, by election by the Board of Governors, to serve on an interim basis until the next annual meeting of the Association, at which time such replacement Governor's name may be placed by the Board of Governors on the ballot for election

   In either event, the replacement Governor, once elected by the Association, shall fill the unexpired term of the replaced Governor. Members so elected to fill the balance of an unexpired tern shall be eligible to succeed themselves for regular terms of four years.

ARTICLE  VII

ASSOCIATION MEETINGS

The annual meeting of the Association shall be held once during each calendar year at a time and place determined by the Board of Governors.  Notice of the annual meeting shall be given to the members of the Association at least sixty days prior to the meeting.  The Association may hold such additional meetings as may be called in accordance with the Constitution and Bylaws of the Association.

ARTICLE  VIII

AMENDMENTS

This Constitution may be amended by a two-thirds affirmative vote of the Active Members present at an annual meeting of the Association, provided that a notice setting forth the proposed amendment or amendments shall have been sent to each such member at least thirty days prior to such meeting.

ARTICLE  IX

BYLAWS

Bylaws shall be adopted hereafter by a majority vote of the Active Members present at an annual meeting of the Association and may be amended not inconsistent with the Constitution by such Active Members or by the affirmative vote of two-thirds of the members of the Board of Governors; any such amendment shall be reported to the members at the next following meeting of the Association.

BYLAWS
OF
THE ASSOCIATION OF
LIFE INSURANCE COUNSEL

As Last Amended, March, 2010

BYLAW ONE

MEMBERSHIP

A. An application for Active Membership shall provide a concise account of the applicant's professional education and experience and shall be submitted to the secretary-treasurer in writing on a form prescribed by the Board. Such application shall be supported by a letter proposing the applicant for membership from an Active Member.

B.

1. A lawyer in full-time private practice shall be eligible for Active Membership provided the lawyer devotes more than one-half of his or her practice time to providing legal services to one or more legal reserve life insurance companies or one or more recognized insurance industry associations operating in the general field of legal reserve life insurance, and provided the lawyer is proposed for membership by an Active Member who is home office counsel of a legal reserve life insurance company or a member of the legal staff of a recognized insurance industry association operating in the general field of legal reserve life insurance.
    
2. A lawyer described under Article IV-2B of the Constitution shall be eligible for Active Membership provided the lawyer devotes more than one-half of his or her practice time to providing legal services to a legal reserve life insurance company or group of legal reserve life insurance companies with which the applicant's company is affiliated.

C. The chair of the membership committee or, in his or her absence or if such position be vacant, the secretary-treasurer, shall present for action at each meeting of the Board all completed pending applications for Active Membership.
 

D. After completion of five years of qualified membership, no subsequent ineligibility shall result in termination of membership under Article IV-9 of the Constitution unless the member is no longer authorized to engage in the practice of law in the United States or Canada.
 

E. No member shall be rendered ineligible for continued membership as of the date these Bylaws are amended solely by reason of such amendment; however, any Active Member may become ineligible for continued membership if the eligibility status of such member changes after such date.
 

F. Upon becoming an Active Member, a lawyer shall remain eligible for continued Active Membership as set forth in Article IV-9 of the Constitution.

BYLAW TWO

BOARD OF GOVERNORS

A. The Board of Governors, referred to herein as the Board, shall meet at the annual meeting of the Association and at least one other time between annual meetings of the Association at the call of the president or five members of the Board.
 

B. At each annual meeting the president shall appoint a nominating committee consisting of the immediate past president and two Active Members who are not members of the Board.  The nominating committee shall report its nominations for officers, the Association delegate to the House of Delegates of the American Bar Association and vacancies on the Board to the president and the secretary-treasurer not later than thirty days prior to the next annual meeting.  A nominee for the Association delegate to the House of Delegates of the American Bar Association shall be an Active Member.  Other nominations may be made from the floor at the annual meeting.

 

BYLAW THREE

OFFICERS

A. The president or, in his or her absence, the president-elect, shall preside at all meetings of the Association, the Board and the executive committee. In the absence of both, the secretary-treasurer shall preside.

The president shall appoint all members and chairs of sections and committees of the Association and of the Board, unless specifically provided otherwise by the Constitution, Bylaws or the Board.

The president and the president-elect shall be ex officio members of all appointed committees except the nominating committee.
 

B. The president and president-elect shall discharge the duties usually incident to such offices.
 

C. The secretary-treasurer shall keep the records of the Association and shall receive and keep the funds belonging to the Association and disburse them as directed by the Association, the Board or the executive committee. 

The secretary-treasurer shall make and keep a record of all proceedings at each meeting of the Association, the Board and executive committee and prepare correspondence in relation to the business of the Association. 

The secretary-treasurer shall maintain a secretary-treasurer's manual, to be updated by the secretary-treasurer as directed by the president or the executive committee, which shall set forth the procedures for carrying out the duties of the office of secretary-treasurer including the delineation of responsibilities as between the officers of the Association and any management firm or other outside contractor, if any, which the Board may employ to assist the secretary-treasurer in the performance of his or her duties and to perform the general administrative responsibilities of the Association.

BYLAW FOUR

MEETINGS

A. The annual meetings of the Association for the election of officers and members of the Board and the transaction of the general business of the Association shall be held during the month of May each year unless otherwise ordered by the Board.  Notice of such meetings shall be given by the secretary-treasurer, directed to the last recorded address of each member at least sixty days prior to the date of the meeting.
 

B. Special meetings of the Association may be called at any time by the president, and must be called by the president or, if he or she is unable to act, the president-elect, upon the written request of a majority of the Board or not less than fifty Active Members of the Association.  Notice of any special meeting shall be given by the secretary-treasurer, directed to the last recorded address of each member at least thirty days prior to the date of the meeting and such notice shall include a statement of the purpose of the meeting.
 

C. Except as may be otherwise provided by the Constitution, those Active Members present at any meeting of the Association called in accordance with these Bylaws shall constitute a quorum for the conduct of business.