ULC

Constitution

CONSTITUTION

 

Article 1: Name and Purpose
Article 2: Membership
Article 3: Meetings
Article 4: Officers and Executive Committee; Committee on Scope and Program
Article 5: Other Committees
Article 6: Duties of Commissioners
Article 7: Annual Address and Reports; American Bar Association Delegate; No Complimentary Resolution
Article 8: Final Approval of Acts
Article 9: Definition of "State"

Article 10: Adoption and Amendment of Bylaws
Article 11: Amendment of Constitution

THE BYLAWS

Article 21: Nomination and Election of Officers
Article 22: Duties of Officers

Article 23: Executive Committee
Article 24: Executive Office

Article 25: Executive Director, Chief Administrative Officer, Legislative Director, and Legal Counsel
Article 26: Absence of Commissioners

Article 27: Legislative Program
Article 28: Committee Meetings and Reports

Article 29: Reporting Proceedings of Annual Meeting
Article 30: Cooperation with American Bar Association
Article 31: Rules of Procedure and Miscellaneous Rules
Article 32: Indemnity

RULES OF PROCEDURE FOR MEETINGS OF THE NATIONAL CONFERENCE 

Article 41: Meetings of Conference
Article 42: Order of Business
Article 43: Privilege of the Floor
Article 44: Motions and Reports

Article 44A: Section by Section Reading
Article 45: Voting

Article 46: Procedural Rules and Rules Governing Motions
Article 47: Committee of the Whole

Article 48: Suspension of Rules

 


ARTICLE 1
NAME AND PURPOSE SECTION
1.1 NAME. This organization shall be known as the “National Conference of Commissioners on Uniform State Laws.” The organization may also be known by the name of "Uniform Law Commission."

1.2 PURPOSE. It is the purpose of the Conference to promote uniformity in the law among the several States on subjects as to which uniformity is desirable and practicable.

ARTICLE 2
MEMBERSHIP
SECTION 2.1 MEMBERS. The Members of the Conference consist of Commissioners, Associate Members, Life Members, and Advisory Members.

SECTION 2.2 COMMISSIONERS. Commissioners are the Commissioners on Uniform State Laws appointed by authority of the several States of the United States of America, whose commissions authorize them to confer with Commissioners of other States. An individual holding such an appointment and commission from a State is a Commissioner even though also a Life Member. If in any State an appointing authority does not exist or fails to act, the President of the Conference may request the appointment of one or more Commissioners for that State by the president of the organization recognized as the organized bar of that State by the American Bar Association or, if there is more than one such organization, the integrated bar of that State. The term of a Commissioner appointed pursuant to the request may not exceed three years and is subject to earlier termination by the Executive Committee upon notice to the Commissioner and the appointing authority.

SECTION 2.3 ASSOCIATE MEMBERS. (a) The principal administrative officer of each state legislative reference bureau or other agency charged by law with the duty of drafting legislation at the request of the legislative or executive officers of the State, or an alternate named from within the bureau or agency by its principal administrative officer, is an Associate Member of the Conference. (b) An Associate Member has the privilege of the floor and is eligible to serve on and to chair any committee, including the Committee of the Whole, with right to vote in committee, but an Associate Member is not eligible to be an Officer or to participate in a vote by States or in other votes of the Conference.

SECTION 2.4 LIFE MEMBERS. (a) Upon recommendation of the Executive Committee and by the affirmative vote of two-thirds of the Commissioners present and voting at the session at which the recommendation is considered, the Conference may elect: (1) as a Life Member, an individual who has served the Conference as: (i) President of the Conference; (ii) a Commissioner for at least 20 years; or (iii) a Commissioner and as an Associate Member, Executive Director, Executive Secretary, or Legislative Director, for a combined period of at least 20 years; or (2) as a Life Member, an individual who has served the Conference as a Commissioner and who resigned to serve as Executive Director and who has served for a combined period of at least 15 years; or (3) as an Honorary Life Member, an individual who without having served the Conference as a Commissioner has served the Conference with distinction as Executive Director, Executive Secretary, or Legislative Director. (b) A Life Member may participate in all activities of the Conference and is eligible for any Office or committee as fully as a Commissioner, but is not eligible for election as President and may not participate in votes by States or in other votes of the Conference, except while serving as a Commissioner under Section 2.2 or while so authorized under the law of the appointing State. (c) An Honorary Life Member has the privilege of the floor, and is eligible to serve as an advisory member of any Standing or Special Committee, but is not eligible to be an Officer or to vote.

SECTION 2.5 REQUIREMENT OF BAR MEMBERSHIP. Each Commissioner and Associate Member must be a member of the bar of a State.

SECTION 2.6 CREDENTIALS. Each Commissioner or Associate Member, upon first attending an annual meeting of the Conference and upon reappointment, shall file with the Secretary of the Conference the date of the relevant commission or appointment, a statement of the term or duration of the commission or appointment, and a reference to the legislative act or other authority pursuant to which the commission or appointment was made.

SECTION 2.7 TERM. (a) Unless otherwise determined by the Executive Committee, a Commissioner’s membership in the Conference continues until adjournment of the annual meeting following the expiration or termination of the term for which the Commissioner was appointed. At that meeting, the Commissioner has the privileges of a Commissioner, but may not participate in a vote by States if a successor has been appointed. (b) If the term of a Commissioner who is President of the Conference expires or is terminated before the conclusion of the Commissioner’s presidency, the Commissioner’s membership continues until conclusion of the presidency, but the Commissioner may not participate in a vote by States unless authorized under the law of the appointing State.

SECTION 2.8 TERMINATION OF MEMBERSHIP. The Executive Committee may terminate the membership of a Commissioner or an Associate Member for any reason set forth in the Bylaws.

SECTION 2.9 ADVISORY MEMBERS. (a) The Executive Committee may appoint as advisory members of the Conference representatives from the American Bar Association, the American Law Institute, or governmental organization or agencies designated by the Executive Committee. The term of an advisory member may not exceed three years and is subject to earlier termination by the Executive Committee upon notice to the advisory member and the organization or agency represented. (b) An advisory member has the privilege of the floor at any annual or special meeting of the Conference during the term of the appointment and is eligible to serve as an advisory member of a Special Committee, but may not vote.

SECTION 2.10 PRIVILEGES OF FORMER MEMBER. A former Member of the Conference may attend annual meetings and participate in discussions, but may not vote.

SECTION 2.11 COMPENSATION; EXPENSES. Commissioners and other Members may not be compensated by the Conference for services rendered to the Conference, but may be reimbursed for expenses incurred in rendering those services, as authorized by the Executive Committee. No commissioner or other member may demand or receive any distribution of assets of the Conference in the event that the Conference should dissolve as an organization and proceed to wind up its affairs.

ARTICLE 3
MEETINGS
SECTION 3.1 MEETINGS. The Conference shall hold an annual meeting and may hold special meetings at times and places selected by the Executive Committee. Special meetings of the Conference may be called by the President on recommendation of the Executive Committee. The Commissioners present at each session of an annual or special meeting constitute a quorum.

ARTICLE 4
OFFICERS AND EXECUTIVE COMMITTEE; COMMITTEE ON SCOPE AND PROGRAM
SECTION 4.1 OFFICERS AND EXECUTIVE COMMITTEE. The following are the Officers of the Conference: President, Vice President, Treasurer, and Secretary, all of whom must be Commissioners or Life Members, except that a Life Member who is not a Commissioner is not eligible for election as President. The Officers, the immediate Past-President, the Chairperson of the Legislative Committee, the Chairperson of the Committee on Scope and Program, and four other Commissioners or Life Members appointed annually by the President, constitute the Executive Committee of the Conference. The President shall designate one of the appointed members as Chairperson of the Executive Committee. At or before the opening of an annual meeting of the Conference, the Executive Committee may appoint a Member of the Conference as Associate Secretary to assist or act in place of the Secretary during that meeting.

SECTION 4.2 ELECTION AND TERMS OF OFFICERS. The President is elected by a majority vote of the Commissioners for a two-year term at the annual meeting held in each odd-numbered year, unless elected in an even-numbered year to complete an unexpired term. A Commissioner who has been elected President for a two-year term is ineligible for reelection. The Vice President, Treasurer, and Secretary are elected by a majority vote of the Commissioners for one-year terms at each annual meeting and are eligible for reelection. Each Officer shall hold office from adjournment of the annual meeting at which the Officer is elected until adjournment of the annual meeting at which the Officer’s successor is elected. Whenever a vacancy occurs in any office, other than the office of President, the Executive Committee shall designate a Commissioner or Life Member to serve the remainder of the term. Whenever a vacancy occurs in the office of President by reason of death or resignation before the opening of the annual meeting next following the annual meeting at which the President was elected, the Nominating Committee shall include in its report of nominations for election at that meeting a nomination for the President’s unexpired term.

SECTION 4.3 POWERS OF EXECUTIVE COMMITTEE. (a) The Executive Committee has the responsibility for implementing the policies adopted by the Conference at its meetings, and all the duties and powers prescribed by the Constitution and Bylaws. (b) Between meetings of the Conference, the Executive Committee may perform all acts and functions that the Conference itself may perform, except the following: (1) The Executive Committee may not amend the Constitution or Bylaws. (2) The Executive Committee may not suspend the Conference’s recommendation of an Act for adoption by the several States unless imperative reason for the suspension has arisen or been discovered. (3) The Executive Committee may approve an amendment to a Uniform or Model Act if it determines that the amendment is desirable to remove an ambiguity, to conform the Act to federal law as required to accomplish the purposes of the Act, to correct a technical error, to meet an unanticipated objection, to conform the Act to a trend of judicial decisions, or to achieve a similar objective. The Executive Committee shall report an amendment approved between annual meetings of the Conference to the Members of the Conference at the next annual meeting or within 30 days after the approval, whichever is earlier. The amendment is thereby approved by the Conference unless within 30 days after the date the report is submitted to the Conference, a Commissioner files with the President an objection to the amendment in a statement specifying by section the amendment objected to. If an objection is filed, the amendment remains in abeyance unless it is approved or modified by the Conference at the next annual meeting on a special order not later than the third day of that meeting. Only the amended section objected to and other directly affected sections may be considered.

SECTION 4.4 COMMITTEE ON SCOPE AND PROGRAM. The President shall appoint a Committee on Scope and Program consisting of nine Commissioners, Associate Members, or Life Members, one of whom is the chairperson of the Legislative Committee. The President shall designate the chairperson of the Committee on Scope and Program. The Committee shall recommend to the Executive Committee the work the Conference should undertake and the general plan and scope of its activities.

ARTICLE 5
OTHER COMMITTEES
SECTION 5.1 STANDING COMMITTEES. The President shall appoint the following Standing Committees, specify the number of their members, and designate their chairpersons: (1) a Legislative Committee, which may have subcommittees and shall generally supervise the securing of adoptions of Uniform and Model Acts of the Conference; (2) a Committee on Membership and Attendance, which shall (i) encourage the prompt filling of vacancies in the membership of the Conference, (ii) encourage Commissioners, Life Members, and Associate Members to attend meetings, and (iii) act as a reception committee for new Members upon their first attendance at an annual meeting of the Conference; and (3) a Committee on Style, which shall appropriately revise as to phraseology and style, but without altering meaning or context, all Acts submitted to it by Special Committees and all Acts finally approved by the Conference, and which shall periodically review the Conference’s Drafting Rules for Uniform or Model Acts and make recommendations concerning them.

SECTION 5.2 SPECIAL COMMITTEES. The President shall appoint Special Committees, specify the number of their members, and designate their chairpersons, for the purpose of investigating, studying and, if desirable, drafting Uniform or Model Acts upon specified subjects, as directed by the Executive Committee, and for other purposes, as directed or authorized by the Executive Committee.

SECTION 5.3 DIVISIONS OF THE CONFERENCE. In order to provide liaison between the several Special Committees and the Executive Committee, the work of the Conference may be divided into as many Divisions as the President considers appropriate. The President shall assign Special Committees to the respective Divisions and appoint a chairperson for each Division. The chairperson of each Division is a member ex officio of each Special Committee assigned to the Division.

SECTION 5.4 COMMITTEE APPOINTMENTS. (a) At each annual meeting of the Conference or as soon after adjournment as possible, the President shall appoint the members of each committee and designate the chairperson. The President may fill vacancies as they occur. The chairperson of each committee may designate a member of the committee as vice chairperson who shall chair the committee during the absence or disability of the chairperson. (b) The President may remove or replace a member of a committee at any time.

SECTION 5.5 COMMITTEE QUORUM. The members of a committee present at a meeting of the committee constitute a quorum.

SECTION 5.6 PRESIDENT EX OFFICIO MEMBER. The President of the Conference is a member ex officio of each committee. The chairperson of each committee shall advise the President of the time and place of meetings and shall communicate to the President the results of the meetings.

ARTICLE 6
DUTIES OF COMMISSIONERS
SECTION 6.1 DUTIES. It is the duty of the Commissioners from each State: (1) at least 30 days before each annual meeting of the Conference, to report to the Chairperson of the Legislative Committee the enactment in that State of any Uniform or Model Acts of the Conference; (2) to attend annual and special meetings of the Conference; (3) to report to the President of the Conference the death or resignation or expiration of the term of any Commissioner from their State; (4) to promote the enactment of legislation providing for the appointment of Commissioners and for the payment of the expenses incurred by Commissioners, Associate Members, and Life Members in attending meetings of the Conference; (5) to endeavor to secure from the legislature of their State an annual appropriation toward defraying the expenses of the Conference; (6) to seek introduction and enactment of Uniform Acts promulgated by the Conference that are appropriate for their State; and (7) to organize their State Commission by designating a chairperson and a secretary, notify the Secretary of the Conference immediately upon the organization of the State Commission, and file with the President a copy of their reports to the governor or legislature of their State.

ARTICLE 7
ANNUAL ADDRESS AND REPORTS; AMERICAN BAR ASSOCIATION DELEGATE; NO COMPLIMENTARY RESOLUTION
SECTION 7.1 PRESIDENT’S ANNUAL ADDRESS AND REPORTS. At each annual meeting of the Conference, the President shall deliver an address reporting on the work of the Conference and making recommendations thereon. The President shall also cause an annual written report to be made to the House of Delegates of the American Bar Association upon the work and recommendations of the Conference during the preceding year. The President shall file for the records of the American Bar Association copies of Uniform Acts finally approved and recommended by the Conference for enactment by the several States.

SECTION 7.2 ABA DELEGATE. Unless otherwise designated by the Executive Committee, the President is the delegate ex officio of the Conference to the House of Delegates of the American Bar Association.

SECTION 7.3 NO COMPLIMENTARY RESOLUTION. The Conference may not consider any complimentary resolution with reference to any living Member for any services rendered, paper read, or address delivered, to the Conference.

ARTICLE 8
FINAL APPROVAL OF ACTS
SECTION 8.1 PROCEDURE. (a)  The Conference may not finally approve an Act and recommend its adoption by the several States unless the Act has been: (1)  distributed to the Members of the Conference in advance of, and considered section-by-section by the Conference in the Committee of the Whole at, each annual meeting at which it is considered; (2)  considered at a minimum of two annual meetings of the Conference, unless this requirement has been waived pursuant to subsection (b) or (e); and (3)  printed or typewritten, as amended by the Conference, and distributed to the Members of the Conference at least one session before the session of the annual meeting at which the final vote is taken. (b)  The Executive Committee, by a vote of not less than three-fourths of its members, may waive the requirement of subsection (a)(2) as to any Act and direct that the Act be considered for final approval after section-by-section consideration at only one annual meeting.  The waiver must be adopted at least 30 days before the date of the annual meeting at which the Act is to be considered.  The Secretary shall immediately give written notice of the waiver to the Members of the Conference.  Waiver of line-by-line readings of an Act in the Committee of the Whole is governed by Article 44A of the Rules of Procedure. (c)  If the Executive Committee waives the requirement of subsection (a)(2), the Conference, by a vote of a majority of the States present and voting, as long as that action receives at least 20 affirmative votes, may require the Act to be considered section-by-section at a minimum of two annual meetings before being considered for final approval. (d)  The requirement of subsection (a)(2) shall not apply to amendment of an Act that has received final approval at a previous annual meeting, unless the amendment is so extensive that the Executive Committee determines that an additional reading is required. (e)  The requirement of subsection (a)(2) may be waived for a specific act at an annual meeting by a majority vote of the States present and voting if that action receives at least 20 affirmative votes.  A vote on such a waiver must be taken at a session following the session at which the action is proposed to the Conference in writing either by the Executive Committee or by at least one Commissioner from each of six or more States.

SECTION 8.2 VOTE REQUIREMENT. To receive final approval, an Act must received the affirmative vote of 20 or more States, which vote must also constitute a majority of the States present and voting on the question.

ARTICLE 9
DEFINITION OF “STATE”
SECTION 9.1 MEANING OF “STATE”. As used in this Constitution and the Bylaws, “State” means a State of the United States, the District of Columbia, Puerto Rico, or the United States Virgin Islands.

ARTICLE 10
ADOPTION AND AMENDMENT OF BYLAWS
SECTION 10.1 PROCEDURE. Bylaws may be adopted, repealed, or amended at any annual meeting of the Conference by a majority vote of the Commissioners present and voting if that action receives at least 15 affirmative votes. A vote on the proposed action must be taken at a session following the session in which the action is proposed to the Conference in writing by either the Executive Committee or by at least one Commissioner from each of six or more States.

ARTICLE 11
AMENDMENT OF CONSTITUTION
SECTION 11.1 PROCEDURE. An Article of this Constitution, except Article 8, may be adopted, repealed, or amended at any annual meeting of the Conference by a two-thirds vote of the Commissioners present and voting if that action receives at least 30 affirmative votes. A vote on the proposed action must be taken at a session following the session in which the action is proposed to the Conference in writing by either the Executive Committee or by at least one Commissioner from each of six or more States.
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BYLAWS

ARTICLE 21


NOMINATION AND ELECTION OF OFFICERS
SECTION 21.1 NOMINATING COMMITTEE. At a meeting before the opening of the annual meeting, the Executive Committee shall appoint a Nominating Committee consisting of five Members of the Conference who are not members of the Executive Committee. The Nominating Committee must be announced at the opening session of the annual meeting and shall report at the morning session of the third day of that annual meeting.

SECTION 21.2 NOMINATIONS FROM FLOOR. Following the report of the Nominating Committee, additional nominations may be made from the floor of the Conference.

SECTION 21.3 WRITTEN BALLOT. If there are two or more nominations for an office of the Conference, the election for that office must be conducted by written ballot on a special order at the first session of the annual meeting next following the session at which nominations were closed. The election must be determined by a majority vote of the Commissioners present and voting. A contested election for an office of the Conference is the only matter on which the vote of the Conference must be taken by written ballot.

ARTICLE 22
DUTIES OF OFFICERS
SECTION 22.1 PRESIDENT. (a) The President is the chief executive officer of the Conference and, in addition to presiding at all meetings of the Conference, shall perform other duties prescribed by the Constitution and these Bylaws. (b) During the absence or disability of the President, the Chairperson of the Executive Committee possesses all of the powers and shall perform all of the duties of the President other than presiding at meetings of the Conference.

SECTION 22.2 VICE PRESIDENT. The Vice President shall obtain from the chairperson of each Division reports on the progress of the work of the respective committees assigned to the Division, and shall keep the Executive Committee informed of the status of Acts assigned to the respective Divisions. The Vice President shall perform additional duties assigned by the President or the Executive Committee or imposed by the Bylaws.

SECTION 22.3 TREASURER. (a) The Treasurer shall receive all funds of the Conference and shall keep and disburse them, under the direction of the Executive Committee. The Treasurer shall give bond with a surety company as surety for the faithful performance of duties or any potential liability must be covered by comparable insurance coverage, in form and amount prescribed by the Executive Committee. The Conference shall pay the premium on the bond or for the insurance coverage. The Treasurer shall keep, or cause to be kept, regular books and full accounts, showing all receipts and disbursements. The books and accounts must be open at all times to inspection by the President or any other member of the Executive Committee. The Treasurer shall report, at each annual meeting of the Conference, as to the financial condition of the treasury, with a detailed statement of receipts and disbursements. All funds of the Conference must be kept in the name of the Conference in depositaries or with financial intermediaries (and with the signatures required for withdrawals) as designated by the Executive Committee. (b) The Treasurer shall disburse funds of the Conference only upon written approval of the Chairperson of the Executive Committee, but expenses incurred by the Chairperson of the Executive Committee require approval by the President. The Chairperson of the Executive Committee, annually or more often, may give blanket approval to designated categories of recurring expense, such as salaries or other compensation, taxes, rent, and utilities. Approval of a committee meeting or of any other specifically identified activity of the Conference may also include approval of the payment of reasonable expenses incurred in connection with the meeting or activity. Other disbursements must have specific individual approval of the Chairperson of the Executive Committee. (c) The fiscal year of the Conference runs from July 1 of one calendar year through June 30 of the next calendar year, unless the Executive Committee shall otherwise determine by resolution. The Treasurer shall prepare an annual report of money received and disbursed during the most recent fiscal year and deliver it to the Chairperson of the Executive Committee at the annual meeting following the close of the fiscal year. The Executive Committee shall cause the Treasurer’s books and vouchers to be audited or reviewed each year by a certified public accountant.

 


SECTION 22.4 SECRETARY. (a) The Secretary shall keep a record of the proceedings of the Conference with the dates of attendance and the term or duration of appointment of each Commissioner and Associate Member. The Secretary shall issue notices of all meetings of the Conference in a form approved by the Executive Committee, notify each Member of the Conference of the time and place of the annual meeting of the Conference, notify the members of all committees of their selection and appointment, keep a record of the enactment of Uniform and Model Acts of the Conference, and perform other duties prescribed by the Conference, the President, or the Executive Committee. (b) The Secretary is custodian of the books and papers of the Conference, other than the books and accounts maintained by the Treasurer. The Secretary’s books and papers must be open at all times to inspection by the President or any other member of the Executive Committee. (c) If a Chief Administrative Officer is appointed, the Secretary may delegate to the Chief Administrative Officer performance of any duties of the Secretary except as may be expressly directed otherwise by the Executive Committee.

ARTICLE 23
EXECUTIVE COMMITTEE
SECTION 23.1 MEETINGS. Before the opening session of each annual meeting of the Conference, the Executive Committee shall meet where the annual meeting is to be held, at a time designated by the President. The Executive Committee shall hold annually a midyear meeting at a time and place designated by the President. The President may call other meetings of the Executive Committee as the work of the Conference requires.

SECTION 23.2 ANNUAL MEETINGS; REFERRED DUTIES. The Executive Committee shall make arrangements for the annual meetings of the Conference and attend to other matters referred to it by the Conference.

SECTION 23.3 STYLISTIC CHANGES. If, after final approval of an Act by the Conference, an irreconcilable difference develops between the Committee on Style and the chairperson of the Special Committee drafting the Act as to changes proposed in phraseology or style of the Act, the differences must be referred to the Executive Committee for final resolution.

SECTION 23.4 VOTES BETWEEN MEETINGS. Between meetings of the Executive Committee, either the President or the Chairperson of the Executive Committee may cause a vote to be taken by mail, telegraph, facsimile transmission, telephone, other electronic means, or any combination thereof, for the determination of any question. The vote has the same effect as a vote of the Executive Committee in session. A vote by telephonic or other means authorized by this section must be promptly recorded in minutes of the Executive Committee.

ARTICLE 24
EXECUTIVE OFFICE
SECTION 24.1 EXECUTIVE OFFICE. The Executive Committee may establish an Executive Office for the Conference and may change its location. The books, records, and archives of the Conference must be kept in the Executive Office or at a location designated by the Executive Committee.

ARTICLE 25
EXECUTIVE DIRECTOR, CHIEF ADMINISTRATIVE OFFICER, LEGISLATIVE DIRECTOR, AND LEGAL COUNSEL
SECTION 25.1 APPOINTMENTS. The Executive Committee may appoint an Executive Director, a Chief Administrative Officer, a Legislative Director, and a Legal Counsel, and fix their salaries or other compensation. The Executive Committee may also authorize the employment of other staff personnel and fix their salaries or other compensation.

SECTION 25.2 RESPONSIBILITY OF EXECUTIVE DIRECTOR. The Executive Director is responsible, under the direction of the President, for fund-raising, selecting and supervising the staff and reporters of the Conference, coordinating and providing continuity in the activities of the Conference, maintaining liaison with federal and state governments and the American Bar Association, encouraging adoption of Uniform and Model Acts by the several States, and other areas of responsibility assigned by the Executive Committee.

SECTION 25.3 RESPONSIBILITY OF CHIEF ADMINISTRATIVE OFFICER. The Chief Administrative Officer is responsible for the operations of the Executive Office of the Conference and other functions assigned by the Executive Committee.

SECTION 25.4 RESPONSIBILITY OF LEGISLATIVE DIRECTOR AND LEGAL COUNSEL. (a) The Legislative Director shall provide assistance to the Legislative Committee, and perform other assigned duties. (b) The Legal Counsel is the staff attorney and shall perform assigned duties. (c) One individual may serve as Legislative Director and as Legal Counsel.

ARTICLE 26
ABSENCE OF COMMISSIONERS
SECTION 26.1 EFFECT OF ABSENCE. The Executive Committee shall terminate the membership of any Commissioner who, without being excused by the Executive Committee, is absent from two consecutive annual meetings of the Conference. The Secretary of the Conference shall notify the Commissioner and the Commissioner’s appointing authority of the termination.

ARTICLE 27
LEGISLATIVE PROGRAM
SECTION 27.1 LEGISLATIVE COMMITTEE. The Legislative Committee shall endeavor to secure the enactment of legislation in each State, if that action has not been taken, providing for the appointment of Commissioners, for the payment of the expenses of Commissioners, Associate Members, and Life Members in attending meetings of the Conference, and for an annual appropriation toward defraying the expenses of the Conference; and to secure the introduction into the legislature of each State, through the Commissioners of that State, of Uniform and Model Acts that have not been adopted by that State; and shall take other steps to secure their adoption. The Legislative Committee shall report annually to the Conference and keep the President and the Secretary informed of its activities.

ARTICLE 28
COMMITTEE MEETINGS AND REPORTS
SECTION 28.1 CALLING MEETINGS. Subject to approval by the Chairperson of the Executive Committee, a meeting of any committee may be called by its chairperson or the President.

SECTION 28.2 MEETING EXPENSES. Travel and other reasonable expenses incurred for meetings of a committee held with the approval of the Chairperson of the Executive Committee during the interval between annual meetings of the Conference must be paid by the Treasurer.

SECTION 28.3 ANNUAL AND MIDYEAR REPORTS. At least 60 days before the annual meeting of the Conference and again before December 31 of each calendar year, the chairperson of each Special Committee shall submit to the chairperson of the Division to which the committee is assigned a written report on the work of the committee. The chairperson of each Division shall submit promptly to the Vice President a report on the progress of the work of the respective committees assigned to the Division.

SECTION 28.4 RECOMMENDATIONS AND DRAFTS; REQUIREMENTS. A committee report containing a recommendation for action by the Conference must be in record form and, if legislation is proposed, accompanied by a draft of the proposed Act. A draft Act must have the lines numbered, be accompanied so far as practicable by historical, explanatory, and tentative official comments, and otherwise comply with the Conference’s Drafting Rules for Uniform or Model Acts. Before a draft Act may be considered at an annual meeting of the Conference, it must have been submitted to the Committee on Style and revised in light of its suggestions, and transmitted, as so styled, for delivery to the Executive Office by May 15 preceding the annual meeting. For cause shown in specific circumstances, those requirements may be modified or waived by the Executive Committee.

SECTION 28.5 NOTICE OF TIME PROVISIONS OF BYLAW. The Vice President shall call Sections 28.3 and 28.4 to the attention of the chairperson of each Division, who in turn shall call them to the attention of the chairperson of each committee assigned to the Division, in time to permit compliance with their provisions.

ARTICLE 29
REPORTING PROCEEDINGS OF ANNUAL MEETING
SECTION 29.1 CONTENTS. The proceedings of the annual meeting must be recorded stenographically or by other appropriate means. The President’s annual address, the reports of committees, and the proceedings at the annual meeting, other than proceedings in the Committee of the Whole, except as the Executive Committee otherwise directs, must be printed; but no other address made or paper read or presented to the Conference may be printed, except by order of the Executive Committee.

SECTION 29.2 DISTRIBUTION. The Secretary shall send a copy of the report of the proceedings of the Conference to the Library of Congress, the State Librarian of each State, and to other persons or bodies as the Executive Committee may direct.

ARTICLE 30
COOPERATION WITH AMERICAN BAR ASSOCIATION
SECTION 30.1 COOPERATION WITH AMERICAN BAR ASSOCIATION. During the preparation of an Act, the Special Committee having it under consideration shall notify and confer with the appropriate committee or section of the American Bar Association or, in the absence of an appropriate committee or section, with the Secretary of the Association.

ARTICLE 31
RULES OF PROCEDURE AND MISCELLANEOUS RULES
SECTION 31.1 RULES OF PROCEDURE FOR CONFERENCE. The Executive Committee shall prepare and submit to the Conference for approval Rules of Procedure governing the conduct of the proceedings of the Conference and from time to time review those Rules for the purpose of recommending modifications to the Conference. Rules of Procedure may be adopted, repealed, or amended at an annual meeting of the Conference by a majority vote of the Commissioners present and voting at a session following the session at which the action is proposed to the Conference in writing either by the Executive Committee or by at least one Commissioner from each of six or more States.

SECTION 31.2 MISCELLANEOUS RULES. The Executive Committee shall adopt and distribute, and thereafter from time to time revise, Drafting Rules for Uniform or Model Acts, Recommendations as to character and consideration of Acts, and a Manual on Division and Committee Procedure.

ARTICLE 32
INDEMNITY
A uniform law commissioner, associate member, life member, executive director, or employee of the Conference is a covered individual under this Article. A covered individual who is alleged to be civilly liable to a third party because the individual is a uniform law commissioner, associate member, life member, executive director or employee of the Conference or because the individual was authorized to perform duties, manage business, or act on behalf of the Conference, is entitled to be indemnified and held harmless by the Conference from any loss to the fullest extent allowed by law. The right to indemnity:
(1) covers loss resulting from a proceeding against the individual in a trial court, appellate court, administrative tribunal, mediation or arbitration;
(2) includes any damages, settlement amounts, arbitration awards, reasonable and foreseeable costs including appellate costs, and reasonable attorney’s fees;
(3) is a contract right and may be asserted only against the Conference and its eligible assets as the exclusive remedy;
(4) continues even though the individual ceases to be a covered individual;
(5) extends to heirs, devisees, and personal representatives of the individual's estate in the event there is an attributable obligation to his or her estate after death; and
(6) applies although the claim is groundless, false or fraudulent.
In the case of an individual who is alleged to be civilly liable other than by reason of the individual’s capacity as a uniform law commissioner, associate member, life member, executive director or employee of the Conference, there is no right to indemnity if the individual is not acting in the course and scope of performing duties, managing business, or otherwise acting on behalf of the Conference. For the purposes of this indemnity provision, a person who acts or fails to act for the purpose of causing unlawful harm does not act in the course and scope of performing duties, managing business, or otherwise acting on behalf of the Conference. The right to indemnity does not extend to any covered individual to the extent that the right would constitute a waiver of the defense of sovereign immunity that is available to that individual. If a covered individual raises the defense of sovereign immunity and the state from which the defense is derived does not defend the individual or pay defense costs, the individual has the right to indemnity for actual defense costs incurred.
An individual’s right to indemnity is conditioned upon timely notice of a pending claim or proceeding and request for indemnity to the Legal Counsel of the Conference. Notice is not required and a timely request for indemnity is implied if the Legal Counsel has informed an individual named in the action that it has been initiated. The Executive Committee of the Conference makes all decisions with respect to granting or denying indemnification of loss under this article. A decision of the Executive Committee is final when it provides in writing that it is final. The Conference has the right to defend the claim or proceeding at the Conference’s expense on behalf of the individual, and the right to obtain insurance for indemnifiable risks. The right to indemnity is secondary to and supplements any other right of indemnity or valid and collectible insurance proceeds available to a covered individual that covers loss from the same claim or proceeding. The right to indemnity is not subrogated to any other source of compensation for loss available to any covered individual. The eligible assets of the Conference subject to the right to indemnity are its investment assets only. No individual assets of any covered individual are subject to the right to indemnity. No contribution to the Conference by any state may be used to satisfy a right to indemnity.
An individual may forfeit his or her right to indemnity to the extent he or she undertakes a defense before obtaining consent to do so from the Executive Committee of the Conference. If the individual conducts a defense with the consent of the Executive Committee, that individual may request that the Executive Committee approve an advance of costs and fees before the conclusion of the litigation. The individual must account for all funds advanced within a reasonable time after the conclusion of the defense, and any surplus must be returned to the Conference. The Executive Committee may require an undertaking from the individual, including a bond or security interest in property, to secure an advance of costs and fees. No individual has a right to an advance of costs and fees. If an advance is authorized but is not paid, it is an obligation of the Conference only and may be satisfied only from the eligible assets of the Conference.
Loss subject to the right of indemnity must be paid to a covered individual within a reasonable time after the conclusion of the proceeding from which that loss accrues. Enforcement of the right to indemnity must take place in the courts and under the law of the state in which the Conference maintains its national office.
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RULES OF PROCEDURE FOR MEETINGS OF THE NATIONAL CONFERENCE

ARTICLE 41
MEETINGS OF CONFERENCE
SECTION 41.1 ATTENDANCE. All meetings of the Conference are open to the public.

SECTION 41.2 SEATING. Seating is by States. A Member or former Member shall sit with the State to which membership was last accredited. Without approval of the Executive Committee, nonmembers may not be seated in areas reserved for Members. Separate space on the floor may be provided for the news media, observers, and visitors.

SECTION 41.3 PRESIDING OFFICER. (a) The President shall preside at all meetings of the Conference. In the event of the death or resignation of the President, the Vice President shall preside at all meetings of the Conference until a successor President is elected. During the absence or disability of the President, or upon request of the President, the Vice President shall preside. (b) The President or Vice President, upon vacating the chair while presiding during a meeting, and when the other is not available to preside, may without objection appoint any Commissioner present as temporary chairperson. If there is objection to the Commissioner appointed or a temporary chairperson of the meeting is not appointed or declines to serve, a temporary chairperson must be selected by voice vote of the body. If neither the President nor the Vice President is available to preside over the selection of a temporary chairperson, the Secretary, or a Commissioner designated by the Secretary, shall preside pending the selection of a temporary chairperson by voice vote of the body. The office of temporary chairperson terminates when the President or Vice President is ready to assume the chair.

SECTION 41.4 DUTIES OF PRESIDING OFFICER. The presiding officer shall: (1) preserve order, and may designate Members of the Conference to assist in doing so; (2) require that these Rules of Procedure be followed; and (3) decide questions of order and procedure.

ARTICLE 42
ORDER OF BUSINESS
SECTION 42.1 ORDER OF BUSINESS. At each annual meeting of the Conference, the standing order of business is as follows unless otherwise ordered by the Conference or by the Executive Committee: (1) Call of the Roll of Members by States. (2) Announcement of Appointment of Nominating Committee. (3) Address of the President. (4) Report of the Treasurer. (5) Report of the Secretary. (6) Report of the Executive Committee. (7) Reports of Standing Committees in the order named in Section 5.1 of the Constitution. (8) Reports of Special Committees. (9) Report of Nominating Committee on Morning of Third Day. (10) Unfinished Business. (11) New Business.

ARTICLE 43
PRIVILEGE OF THE FLOOR
SECTION 43.1 PRIVILEGE OF THE FLOOR. The following individuals have the Privilege of the Floor at an annual or special meeting of the Conference: (1) A Member. (2) A former Member (Section 2.10). (3) An employee of the Conference while activities of the employee are under consideration. (4) An individual requesting the privilege whose request is approved by unanimous consent. (5) A reporter or adviser of a Special Committee while an Act of the committee is under consideration in the Committee of the Whole, if the privilege is requested by the chairperson of the committee and the request is approved by the Executive Committee.

SECTION 43.2 LIMITATION ON DEBATE. The Conference may adopt rules governing debate, including limitations thereon for particular matters.

ARTICLE 44
MOTIONS AND REPORTS
SECTION 44.1 MOTIONS. The presiding officer shall state each motion before it is debated and again immediately before calling for a vote. The presiding officer may require any motion to be reduced to writing.

SECTION 44.2 REPORTS. Unless the presiding officer otherwise directs, written reports may not be read orally. 

ARTICLE 44A
SECTION-BY-SECTION READING
SECTION 44A.1 GENERALLY. Except as otherwise provided in this Article, each section of each Act must be read line-by-line each time the section is considered by the Conference in the Committee of the Whole. Line-by-line reading need not include captions, punctuation, brackets, and the like.

SECTION 44A.2 WAIVER BY CHAIRPERSON OF DRAFTING COMMITTEE.
The Chairperson of a Drafting Committee may waive a line-by-line reading of:
(1) a standard Conference definition or section, such as "person," "state," and "uniformity of application and construction";
(2) a section, subsection, or definition unchanged from a current Uniform or Model Act; and
(3) a section with only stylistic or minor technical changes such as to make it gender neutral, or to change "writing" to "record," if the changes are called to the attention of the Committee of the Whole.

SECTION 44A.3 WAIVER BY PRESIDENT.
(a) The Chairperson of a Drafting Committee may request the President to waive line-by-line reading of a section by submitting the request and its basis to the President, the Executive Director, and the Chairperson of the Executive Committee at least 45 days before the commencement of the annual meeting for which the waiver is requested. The President shall notify the Chairperson of the decision on the request at least 10 days before the annual meeting.
(b) Upon receiving a request pursuant to subsection (a), the President, after consulting the Executive Director and the Chairperson of the Executive Committee, may waive line-by-line reading of a section of an Act if time for consideration of the Act is limited and:
     (1) the section, in the judgment of the President, has not been changed sufficiently since its previous reading to make line-by-line reading desirable;
     (2) the Act will not be recommended for final approval by the Committee of the Whole at that annual meeting and the section involved does not contain a significant policy issue;
     (3) the subject matter of the section has been previously dealt with by the Conference in a similar manner; or
     (4) the President knows of no significant controversy regarding the subject matter of the section.

SECTION 44A.4 WAIVER BY EXECUTIVE COMMITTEE.
(a) The Chairperson of a Drafting Committee may request the Executive Committee to waive line-by-line reading of a section of an Act by stating the basis for the request at a meeting of the Executive Committee held immediately before or during the annual meeting for which the waiver is requested.
(b) Upon receiving a request pursuant to subsection (a), the Executive Committee, for good cause shown, may waive line-by-line reading of a section of an Act.

SECTION 44A.5 REQUEST FOR LINE-BY-LINE READING. During the consideration of an Act by the Conference in the Committee of the Whole, a Commissioner may request that a section, subsection, or definition for which line-by-line reading has been waived be read line-by-line. If the request is supported by a commissioner from each of six or more States, the section must be read line-by-line.

SECTION 44A.6 NOTICE OF WAIVER. As soon as feasible after waiver of line-by-line reading of a section of an Act, the Chairperson of the Drafting Committee shall notify the Chief Administrative Officer of the waiver. The Chief Administrative Officer shall post the waiver on the Conference website or otherwise communicate the waiver to all Commissioners in an appropriate manner. The Chairperson of the Drafting Committee shall, immediately before the Act is read, announce the sections not to be read line-by-line to the Committee of the Whole.
 
ARTICLE 45
VOTING
SECTION 45.1 VOICE VOTE. Voting must be by voice vote unless (i) a roll call by States is required or duly called for or (ii) the members stand and are counted when the chair is in doubt or a division is requested.

SECTION 45.2 ROLL CALL VOTE BY STATES. Except as limited by Sections 46.2 and 47.7, a Commissioner may call for a vote by States on a pending motion. In a vote by States, each State is entitled to one vote and, if the Commissioners present from a particular State are equally divided, that State has no vote. All votes by States must be recorded in detail.

ARTICLE 46
PROCEDURAL RULES AND RULES GOVERNING MOTIONS
SECTION 46.1 PROCEDURAL RULES. At the time of mailing the agenda for a meeting of the Conference, the President shall announce the procedural rules that will be in effect for that meeting in situations not covered by the Constitution and Bylaws or these Rules of Procedure. Those rules govern all proceedings of the Conference until the President announces a change. If no announcement is made by the President, the rules last announced continue in effect.

SECTION 46.2 RULES GOVERNING MOTIONS. The following table prescribes the principal rules governing certain motions, including the order of precedence, whether they are debatable and amendable, whether they can be made in the Committee of the Whole and, if so, whether they are subject to a vote by States under Section 45.2. All of the motions listed require a majority vote, except motions to vote immediately, to limit debate, to suspend the rules, and to object to consideration, which require a two-thirds affirmative vote.

ARTICLE 47
COMMITTEE OF THE WHOLE
SECTION 47.1 CONSIDERATION OF ACT IN COMMITTEE OF THE WHOLE. While considering an Act presented to the Conference for section-by-section consideration, the Conference must be resolved into a Committee of the Whole.

SECTION 47.2 CHAIRPERSON OF COMMITTEE OF THE WHOLE. The President shall designate a Member of the Conference as Chairperson of the Committee of the Whole for each act while it is under consideration in the Committee.

SECTION 47.3 FORMAL RESOLUTIONS UNNECESSARY. Formal motions customarily made to resolve the Conference into a Committee of the Whole, to rise and report progress, and to accept an interim report of the Committee of the Whole, are unnecessary, and an appropriate statement by the presiding officer or the chairperson of the Committee is treated as if the customary motions had been made and voted upon favorably. See Appendix to these Rules of Procedure for a sample statement.

SECTION 47.4 RULES OF COMMITTEE OF THE WHOLE. The Committee of the Whole is governed by the Rules of the Conference, except as those Rules are expressly limited or modified by this Article.

SECTION 47.5 SECONDING MOTIONS. A second is not required for a motion made in the Committee of the Whole.

SECTION 47.6 AUTHORITY OF CHAIR TO LIMIT DEBATE. (a) Whenever, in the opinion of the chair, undue time has been required for debate, the chair may direct the Committee of the Whole to proceed more formally until the necessity for formal proceedings has ended. The order of the chair to proceed more formally is not subject to debate, but is subject to appeal. The order to proceed more formally imposes the following restrictions on debate: (1) No individual having the privilege of the floor may speak more than twice on the same question, except to explain. (2) Subject to any action taken by the Conference pursuant to Rule 43.2, the chair may prescribe limits on debate, including the time to be devoted to a particular question and the time to be permitted to each Member to speak thereon. No Member may speak on the question beyond the limitation prescribed, except by unanimous consent. (b) A matter of drafting style must be presented in writing to the Special Committee and is not subject to debate, except by leave of the chair.

SECTION 47.7 LIMITATION ON VOTE BY STATES. While the Conference is acting in the Committee of the Whole, a vote by States, as permitted by Section 45.2 and as limited by Section 46.2, may be ordered only if the call for that vote is supported by at least one Commissioner from each of six or more States.


SECTION 47.8 PROCEDURE TO RECOMMEND APPROVAL OF ACT. Whenever the Committee of the Whole is prepared to report a recommendation that an Act be approved and presented to the Conference for a vote by States for final adoption, a motion to that effect should be made and acted upon by the Committee of the Whole. The chairperson shall report the result of the vote and recommended action to the Conference for acceptance. See Appendix to these Rules of Procedure for a sample form of the motion and the report.

ARTICLE 48
SUSPENSION OF RULES
SECTION 48.1 SUSPENSION OF RULES. These Rules may be suspended only by a two-thirds vote of the Commissioners registered at the meeting in which the action is pending. Rules interpreting the Constitution or Bylaws of the Conference may not be suspended. Suspension of a Rule must be for a specified purpose; after the purpose is accomplished, the Rule remains in force as before.
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