CONSTITUTION OF THE CLEVELAND LAW LIBRARY (As amended September 28, 2005)

CONSTITUTION OF THE CLEVELAND LAW LIBRARY

(As amended September 28, 2005)

ARTICLE I - NAME OF THE ASSOCIATION

The name of this association shall be The Cleveland Law Library Association.

ARTICLE II - PURPOSE OF THE ASSOCIATION

The purpose of this association shall be to maintain a law library not for profit and for educational purposes only.

ARTICLE III - MEMBERSHIP

A. Classes of Members. There shall be the following classes of members:

1. Regular Members. Any person may become a member of this association by paying the current operating assessment, except as otherwise provided in section 2 below.

2. Firm Members. Law firms with twenty or more attorneys resident in their Cleveland offices shall become firm members of the association by paying the current firm membership assessment. Law firms with fewer than twenty attorneys may elect to become firm members by paying the current firm membership assessment. Such firm membership shall entitle all attorneys, librarians, paralegals and students employed by the firm to all rights and privileges of regular members during the calendar year, except that students shall not vote in any meeting of the association or otherwise participate in any of its affairs.

3. Student Members. Students enrolled in any accredited institution of higher education may become members upon presenting proof of student status and paying the current student assessment. Student members shall not vote in any meeting of the association or otherwise participate in any of its affairs.

4. Student Associate Members. Students enrolled in any accredited institution of higher education may become student associate members for a three (3) month consecutive period in any calendar year, upon presenting proof of student status and paying the current student associate assessment. Student associate members shall not vote in any meeting of the association or otherwise participate in any of its affairs.

5. Statutory Members. Every person entitled by law to the free use of the library shall be a statutory member of the association. It shall be the duty of the librarian to examine the qualifications of any person making application for a statutory membership, and, if such person be found entitled thereto, a statutory membership card may be issued to him. No statutory member shall vote at any meeting of the association.

6. Senior members. Members of the Law Library who have reached the age of sixty-five (65) and who have been members for at least twenty (20) years may, upon application, be entitled to status as senior members with the same rights and privileges of regular members.

7. Business members. Non-law firm organizations shall become business members of the association by paying the current business membership assessment. Such business membership shall entitle all attorneys, librarians, paralegals and students employed by the business to all rights and privileges of regular members during the calendar year, except that students shall not vote in any meeting of the association or otherwise participate in any of its affairs.

B. Rights of Members. Any member shall be entitled to the full use of the library as long as he or she shall pay all charges assessed against him or her and abides by the rules and regulations of the library. If such member does not comply with the rules and regulations, the Board of Trustees may deny such member full use of the library and retain the paid assessment.

C. Non-members. Use of the library shall be extended, without charge, to the judges of all courts in Ohio, to the judges of all Federal Courts, and to the United States District Attorney and his assistants. Gratuitous use of the library may also be extended by the librarian to non-resident attorneys and to individuals engaged in work affecting the public welfare, provided such use is of an emergency or temporary nature.

D. Membership Assessments.

1. Annual Assessment The Board of Trustees shall establish the assessment to be levied against each class of membership for use of the Library. Such assessment shall be due on or before March 1 of each year and may be subject to such discount for prompt payment as the Board of Trustees shall determine.

2. Rates.

a. Regular members. During the first year of membership in the association, regular members shall pay two thirds of the annual operating assessment. During the second year of membership and thereafter, regular members shall pay the full annual operating assessment.

b. Firm members. The firm membership assessment shall be based on the number of attorneys resident in the Cleveland office of the firm as of December 1 preceding the billing year, multiplied by a percentage discount of the annual assessment for regular members, as determined by the Board of Trustees. Attorneys classified by their firms as retired shall not be included for purposes of establishing the assessment.

c. Student members. Students shall pay one-half the annual operating assessment as long as qualified for student status.

d. Student Associates. Student associates shall pay one-quarter of the annual operating assessment for any calendar year in which they qualify for student associate membership.

e. Senior Members. The annual assessment for senior members shall be twenty-five percent (25%) of the annual operating assessment for regular members. Senior members who have reached the age of seventy (70) and who have been members for at least twenty-five (25) years may continue their membership without the payment of any further annual fees.

f. Business Members. The business membership assessment shall be based on the number of attorneys resident in the Northeast Ohio office of the business as of December 1 preceding the billing year. Businesses with one through five attorneys shall pay an annual assessment as determined by the Board of Trustees. Businesses with more than five attorneys shall pay an assessment based on the number of attorneys multiplied by a percentage discount of the annual assessment for regular members, as determined by the Board of Trustees. Attorneys classified by their business as retired shall not be included for purposes of establishing the assessment.

3. Proration For New Members. A person who becomes for the first time a member of the association during any calendar year shall pay a portion of the operating assessment applicable to the class of membership, prorated to the previous calendar quarter.

4. Remission of Delinquency. Remission of any delinquent assessment, in whole or in part, may be granted by the Board of Trustees, but only in cases of undue hardship.

E. Termination of Membership. Whenever the amount owing to the association by any member, however arising, exceeds the amount paid by such member, the Board of Trustees may terminate such membership. Before any declaration of termination is made as above provided, and not less than thirty days prior to such termination, notice shall be given to such member of the proposed action, which notice shall be given by mail, addressed to such member at his or her address, as shown on the books of the association.

F. Cancellation of Membership. A member may cancel his or her membership by giving notice in writing to the secretary of the association.

ARTICLE IV - MEETINGS OF MEMBERS

A. Annual Meeting. An annual meeting of the members of the Association shall be held on the second Monday in March, or at such time as called by the President, the business of which shall include:

B. Special Meetings. A special meeting of the members of the association shall be called by the president when a written request for such special meeting, signed by not less than thirty (30) regular members of the association, shall be submitted to the president setting forth the business proposed to be transacted at such special meeting. Special meetings may be called by the president or a majority of the Board of Trustees, acting with or without a meeting.

C. Time and Place of Meetings and Notice Thereof. Except as otherwise provided, the time and place of all meetings of members shall be fixed by the president. At least seven days prior to any annual meeting, or ten days prior to any special meeting, the secretary of the association shall give notice of the time, place and purposes of such meeting to each member entitled to vote at the meeting individually, or in the case of a firm and business memberships, to the firms and businesses where the members are located. Such notice shall be by mail, fax, electronic mail or other means prescribed by the Board of Trustees and directed to the member's designation as shown on the records of the association.

D. Quorum. To constitute a quorum at any annual or special meeting of members called or held for any purposes, there shall be present at least ten regular members, unless a larger representation, for any purpose, is required by law; but less than a quorum may adjourn, from time to time, until a quorum attends.

E. Adjournments. Any annual or special meeting may be adjourned from time to time to another time or place without notice other than by announcement at the meeting at which such adjournment is taken. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

ARTICLE V - VOTING BY MEMBERS

A. Persons Entitled. Every regular member shall be entitled to one vote which must be cast in person. However, the total number of votes cast by members from any firm or business under a firm or business membership, respectively, may not exceed the number of attorneys in the firm or business on which the annual assessment was based.

B. Manner of Voting. Upon the demand of any regular member present, the vote for the election of Trustees, or upon any question before the meeting, shall be by ballot; and a majority of the votes of the members at the meeting if a quorum is present, shall be necessary and sufficient for decision of any question, unless otherwise provided by law, except in the election of Trustees which is hereinafter provided for.

ARTICLE VI - BOARD OF TRUSTEES

A. Qualifications and Powers. The government, corporate powers and property of this association, including the power to receive and expend public funds and to fix all salaries, shall be exercised and controlled by a Board of Trustees who shall be members of the association.

B. Number, Election, Tenure, and Vacancies. The Board of Trustees shall consist of thirteen (13) Trustees.

Nine (9) Trustees shall be lawyers and members who shall be divided into three (3) classes of three (3) Trustees each and who, after the initial two years (1997 & 1998), shall serve for three (3) year terms. Commencing with the annual meeting in 1997, one third (1/3) of the Trustees shall be elected for one (1) year terms, and one third (1/3) shall be elected for two (2) year terms. A Trustee shall hold office until his or her respective successor is elected and qualified. A vacancy in one of these Trustee positions will be filled by the remaining Trustees. Nomination of candidates for the office of a Trustee who is retiring at the end of his or her term shall be made in writing to the Secretary of the Board not less than thirty (30) days prior to the date of the annual meeting.

The tenth Trustee shall be the Presiding Judge of the Common Pleas Court of Cuyahoga County or his/her designee.

The eleventh Trustee shall be the Presiding Judge of the Court of Appeals for the Eighth Appellate Judicial District or his/her designee.

The twelfth Trustee shall be nominated by the Cleveland Bar Association and elected by the membership of the Law Library Board. This Trustee will be nominated and elected for an initial two-year term beginning with the Annual Meeting in April of 2005. Thereafter, this Trustee will be nominated and elected every three years for a three (3) year term. The incumbent Trustee shall hold office until his or her respective successor is elected and qualified. Nomination of candidates for the office of a Trustee who is retiring at the end of his or her term shall be made in writing to the Secretary of the Board not less than thirty (30) days prior to the date of the annual meeting.

The thirteenth Trustee shall be nominated by the Cuyahoga County Bar Association and elected by the membership of the Law Library Board. This Trustee will be nominated and elected every three years for a three (3) year term, beginning with the Annual Meeting in April of 2005. The incumbent Trustee shall hold office until his or her respective successor is elected and qualified. Nomination of candidates for the office of a Trustee who is retiring at the end of his or her term shall be made in writing to the Secretary of the Board not less than thirty (30) days prior to the date of the annual meeting.

C. Meetings. Regular meetings of the Board of Trustees shall be held on a quarterly basis. Special meetings of the Board may be held at any other time upon the call of the president or on the request of any other member of the Board. The time and place of all meetings of the Board shall be set by the president. Three Trustees shall constitute a quorum for the transaction of all business.

D. By-laws. The Trustees may adopt a code of by-laws for their own government.

ARTICLE VII - OFFICERS

A. Election and Tenure. The officers of this association shall be a president, a vice-president, a secretary, a treasurer and a librarian. The offices of secretary, treasurer, and librarian, or any two of these offices may be held by the same person. The president and vice-president shall be chosen by the Trustees from their number at the first meeting of the Trustees following each annual meeting and shall hold office until their successors are duly chosen and qualified. Vacancies occurring in the office of president or vice-president shall be filled promptly from their number by the remaining Trustees. The secretary, treasurer, and librarian shall be appointed by the Trustees to hold office during the pleasure of the board.

B. Duties of Officers.

1. President. The president shall preside at all meetings of the members and of the Trustees, and shall perform, generally, all the duties usually performed by presidents of like associations, and such other and further duties as shall be from time to time required by the Trustees.

2. Vice-president. The vice-president shall perform all the duties of the president in case of the absence or disability of the latter. In case both the president and vice-president are absent or unable to perform their duties, the Trustees may appoint a president pro-tempore.

3. Secretary. The secretary shall keep minutes of all the proceedings of the members and of the Trustees and shall make a proper record of the same, which shall be attested, and generally shall perform such duties as may be required by the Trustees.

4. Treasurer. The treasurer shall receive and have in charge all moneys and securities belonging to this association, and shall disburse or otherwise deal with the same as shall be ordered by the Board of Trustees. All accounts payable shall be approved by the Trustees, which approval may be given by ratification. The treasurer shall keep an accurate account of all moneys received and disbursed for or on behalf of the association, and shall generally perform such duties as may be required by the Trustees. On the expiration of his or her term of office the treasurer shall turn over to the Board of Trustees all money and property belonging to this association.

5. Librarian. The librarian shall have direct charge of the association's library, but shall at all times be subject to the direction and control of the Board of Trustees.

ARTICLE VIII - INDEMNIFICATION

The Association shall indemnify and pay the expenses of any person described in and entitled to indemnification or payment of expenses under section 1702.12(E) of the Ohio Revised Code and the laws of the State of Ohio to the fullest extent permitted.

ARTICLE IX - AMENDMENTS

This constitution may be amended by the affirmative vote of two-thirds of the regular members present at any annual or special meeting, provided that notice of the proposed amendment shall have been given in the notice of the meeting.

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Created on: June 3, 1999 -