BYLAWS AND POLICIES
Policy Statement for LSA Action to Make Public Statements on Matters of Public Policy
The Law & Society Association (the “Association”) is a diverse membership organization that excludes no one because of his or her views about issues of public policy and includes members whose views span the political spectrum. Its mission is to promote education and research on matters related to law and society and not to advocate for or promote particular policies.
Nevertheless, from time to time issues may arise that relate to the health of the law and society enterprise, of its constituents’ disciplines, or to its members’ ability to effectively practice their profession and fulfill their own teaching and research missions. These include the Association’s efforts to ensure that research within its areas of concern that is offered to influence public policy or other decisions is effectively and fairly presented, and that policy makers and courts have access to relevant information in the areas of expertise of the Association and its members. In certain instances, issues of public concern may be directly related to the conduct of Association business, for example, issues relating to immigration, discrimination and union efforts to achieve a living wage for hotel workers, all of which may affect Association decisions with respect to the locale of its annual meeting. To support these interests of the Association, it may wish to join with other professional associations in stating a position on a matter of mutual concern. These various considerations create tension around the question of whether, when and on what basis the Association should make public statements on public policy matters. To that end, this Policy Statement (the “Statement”) defines the procedures to be followed and the substantive questions that need to be addressed in order for the Association to issue a public statement regarding an issue of public policy.
1. Limit on substantive matters that can be addressed: The Association may make public statements on public policy issues only if:
(a) The matter is directly related to the Association’s business as an association, and/or to its educational and/or research mission, and
(b) The public statement is consistent with legal requirements under §501(c)(3) and any other applicable law, and
(c) The public statement is approved by both the President and Executive Officer and either:
(i) The Board of Trustees (including the Executive Committee) acting in accordance with paragraph (2) of this Statement, or
(ii) The Executive Committee acting in accordance with paragraphs (3) and (4) of this Statement.
2. Action of Board of Trustees at an annual meeting: A proposal to make a public statement on a matter of public policy may be approved by the Board of Trustees for purposes of paragraph (1)(c)(i) of this Statement, acting consistent with applicable fiduciary obligations under law, if:
(a) The requirements of subparagraphs (1)(a) and (1)(b) are satisfied; and
(b) The proposed public statement is presented in a timely manner to the Board for its consideration at its annual meeting; and,
(c) After discussion at the Board’s annual meeting, the proposed public statement is approved by the affirmative vote of three-quarters of all members of the Board. Notwithstanding such approval, however, if 15% or more of the members of the Board present and participating at the meeting vote against the proposal, the proposal shall be deemed not to have been approved. For purposes of this subparagraph, “all members of the Board” means all members of the Board, whether or not present at the meeting, including members of the Board who also are members of the Executive Committee; provided, however, that the President must approve the proposal separately, as required in paragraph (1), and the vote of the President shall not be counted in determining the three-quarters vote requirement of this subparagraph. A member of the Board may be considered to be present for purposes of this subparagraph if they participate in the discussion remotely via electronic communication in such a way that they can hear and speak on the same basis as members physically present at the meeting, so long as this is permitted by the Association Bylaws and any other relevant governance document adopted and in effect.
3. Authorization for Executive Committee to Act on behalf of the Board of Trustees: If the President and Executive Officer determine that because of time constraints, a decision on whether to make a public statement on a matter of public policy cannot wait until the next annual meeting of the Board of Trustees, and that public statement has not been considered by the Board at a previous annual meeting, the issue may be considered by the Executive Committee. Authorization of the Executive Committee to act in place of the Board in such circumstances reflects the recognition that determining whether to make a public statement with regard to a policy matter often is time sensitive, and the size of the Board of Trustees makes it very difficult for it to discuss such a proposal outside of the Board’s annual meeting. Therefore, by approving this Statement, the Board of Trustees delegates decision-making authority with regard to making public statements on matters of public policy to the Executive Committee in accordance with the principles and procedure outlined in this paragraph and paragraph (4) of this Statement. In such circumstances, a decision of the Executive Committee pursuant to this Statement shall be effective to constitute a decision of the Board of Trustees.
4. Approval by the Executive Committee: A proposal by the President and Executive Officer that the Association make a public statement on a matter of public policy may be approved by the Executive Committee for purposes of (1)(c)(ii) of this Statement, acting consistent with any applicable fiduciary obligations under law, if all of the following conditions are satisfied:
(a) The requirements of subparagraphs (1)(a) and (1)(b) and paragraph (3) are satisfied; and
(b) The public statement is approved by both the President and Executive Officer; and
(c) The proposal has been sent to the Board of Trustees and to the Executive Committee so that during the seven day period (or shorter period if deemed necessary by the President and Executive Committee due to severe time constraints) following receipt of the proposal, Trustees may consider the proposal and communicate their views to the Executive Committee. After that period, the proposal shall be considered by the Executive Committee at a duly called meeting held in person, by conference call or by other electronic means authorized by the Association’s Bylaws and any other relevant governance document adopted and in effect, enabling all participants to hear and respond to each other in real time, at which at least three-quarters of all members of the Executive Committee are present and participating; and
(d) After discussion at that meeting, the proposal is approved by the affirmative vote of not less than three-quarters of all members of the Executive Committee. For purposes of this subparagraph, the Executive Committee means all members of the Executive Committee appointed and eligible to vote, whether or not present at the meeting; provided, however, that the President must approve the proposal separately, as required in paragraph (1), and the vote of the President shall not be counted in determining the three-quarters vote requirement of this subparagraph; and
(e) If any member of the Executive Committee casts a negative vote, the proposal shall be deemed not to have been approved.
In the context of proposing and deliberating on potential policy statements as described in this Statement, the President and/or Executive Officer shall consult with Association members who are (a) expert in the issues involved in the proposal and/or (b) experts on or nationals of countries implicated in it, for the purpose of ensuring that the Association is apprised of potential ramifications of making such public statement, including any risk to the Association and its members.
Nothing in this Statement shall prevent the President, Executive Officer or any member of the Board of Trustees or the Executive Committee from taking positions in their individual capacities.