RESOLUTION OF THE PHILADELPHIA BAR ASSOCIATION PROVIDING FOR THE GOVERNANCE OF THE PHILADELPHIA BAR ASSOCIATION ACADEMY

WHEREAS, The Board of Governors of the Philadelphia Bar Association created the Philadelphia Bar Association Academy by resolution adopted January 28, 2010; and

WHEREAS, the Bar Association Academy provides opportunities to Association Members to enhance their understanding of cultural, social, educational, and artistic matters related to Philadelphia and interact with other members of the Association; and

WHEREAS, the resolution of January 28, 2010, granted the Chancellor authority to appoint a group of individuals to institute initial programming and to make recommendations to the Board of Governors on governance matters for the Bar Association Academy; and

WHEREAS, throughout 2010, the Bar Association Academy fulfilled its mandate and provided valuable and diverse programming to the Association’s Members; and

WHEREAS, the Bar Association Academy has been broadly embraced by the Association’s membership and it has received very positive recognition within the Association’s membership, the Philadelphia cultural community and from national organizations; and

WHEREAS, the Bar Association Academy obtained these successful results through a Board of Trustees, which was responsible for planning programming and designing progressive communication strategies; and

WHEREAS, this model of operations should continue in a structure recognized by the Association’s Bylaws; and

WHEREAS, the Bar Association Academy has unique programming challenges as many of its events require long-term planning, which may transcend the Association’s annual election and appointment schedule; and

WHEREAS, the Board of Trustees has reviewed the Association’s Bylaws and concluded that the Bar Association Academy can best continue its work and remain flexible as to programming by being a Special Committee of the Association, within Section 702 of the Association’s Bylaws, along with coordinated appointment of its leadership; and

WHEREAS, these recommendations were presented to and approved upon the Board of Governors, as set forth below, and the Board of Governors has the Authority to create Special Committees under Section 702(A) of the Association’s Bylaws.

NOW, THEREFORE, BE IT RESOLVED that the Board approves the Bar Association Academy’s Board of Trustees’ recommendations as to the following matters of governance.

BE IT FURTHER RESOLVED THAT the Philadelphia Bar Association Academy shall be listed as a Special Committee of the Association and included in the Registry of Committees under Section 703 of the Bylaws.

BE IT FURTHER RESOLVED THAT the current Board of Trustees shall be renamed the Bar Association Academy Executive Committee.

BE IT FURTHER RESOLVED THAT the Executive Committee shall consist of the following voting members: the Chancellor; the Chancellor-Elect; the Vice Chancellor; up to five members appointed by the Chancellor; up to five members appointed by the Chancellor-Elect; and up to five members appointed by the Vice Chancellor. The Chancellor shall appoint the Chair or Co-Chairs.

BE IT FURTHER RESOLVED THAT other members of the Association and the Professional Staff may and are encouraged to participate in the Philadelphia Bar Association Academy, but only appointed members of the Executive Committee may vote on Bar Association Academy programming and policy matters.

BE IT FURTHER RESOLVED THAT an Executive Committee Member may be reappointed to successive one-year terms. In the event of a vacancy on the Executive Committee, the person who made the original appointment (Chancellor, Chancellor-Elect or Vice Chancellor) shall appoint the replacement.

BE IT FURTHER RESOLVED THAT the Chancellor and Chancellor-Elect shall cooperate to designate and publicly identify the successive Chairs/Co-Chairs at a point in time early enough each year so as to provide continuity in the Bar Association Academy’s programming and operations.

BE IT FURTHER RESOLVED THAT the Vice Chancellor-Elect make the requisite appointments to the Executive Committee as soon as practical after the Association’s Annual Meeting, for terms to be effective January 1st.

BE IT FURTHER RESOLVED THAT for purposes of transition, in 2011 only, and to the extent these individuals are not otherwise appointed for terms in 2011, all members of the 2010 Board of Trustees shall continue on the Executive Committee as voting members, in addition to the potential 15 appointees provided for in this Resolution.

BE IT FURTHER RESOLVED THAT the Bar Association Academy may maintain a separate web page, branding and use other technology platforms of the Bar Association, as necessary to promote its mission.

BE IT FURTHER RESOLVED THAT the Bar Association Academy may set pricing policies, consistent with the specific event and to fulfill the mission of the Bar Academy. Any moneys collected and not otherwise owed or distributed to a partner organization shall be remitted to the Association.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: September 30, 2010