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					                                   SUMMARY OF ACTION
                                AMERICAN BAR ASSOCIATION
                                  BOARD OF GOVERNORS

                                    The Grand America Hotel
                                      Salt Lake City, Utah
                                     February 10-11, 2005



1.     REPORTS OF OFFICERS AND THE EXECUTIVE DIRECTOR

The Board of Governors (Board) received the reports of the President, President-elect, Chair of
the House of Delegates, Immediate Past President, Secretary, Treasurer and Executive Director.
The minutes of the Board's November 6, 2004, meeting were approved as presented. The
minutes of the Executive Committee’s November 9, 2004, and January 20, 2005, meetings were
received.



2.     MATTERS FOR DIRECT BOARD ACTION

2.1    CEELI Presentation

The Board heard a presentation from Michael Maya, Deputy Director of the Central European and
Eurasian Law Initiative (CEELI). Mr. Maya discussed with the Board several of CEELI’s current
initiatives including the Ukraine Elections Project, in which 700 judges were trained in the weeks
before the Ukraine election; and the Iraq Program, which focuses on women’s rights and the
drafting of a Constitution. CEELI will hold its Annual Meeting in July and its annual luncheon is
scheduled for August 6, during the 2005 Annual Meeting in Chicago. On behalf of CEELI, Mr.
Maya expressed his deep appreciation to the Association and the ABA leadership for their
support. On behalf of the Board, President Grey thanked Mr. Maya and the CEELI staff for their
outstanding contributions in promoting the rule of law around the world.

2.2    House Reports

The actions of the Board on Reports with Recommendations to the House of Delegates are
reported in the Board’s Transmittal Report to the House of Delegates, #177A. Copies of Report
#177A are available from the Division for Policy Administration.
Summary of Action
February 2005 Board of Governors Meeting
Page Two

2.3    ABA Legislative and Governmental Priorities

The Board approved the following ABA Legislative and Governmental Priorities for the first
session of the 109th Congress:

       Access to Legal Services
       Anti-Terrorism and Preservation of Due Process
       Federal Tort Laws
       Funding of the U.S. Patent and Trademark Office
       Immigration
       Independence of the Legal Profession
       Independence of the Judiciary
       Legal Remedies to Eliminate Discrimination
        (including District of Columbia Voting Rights and
        reauthorization of the Violence Against Women Act)
       Rule of Law – International
       Student Loan Forgiveness and Repayment Assistance
       Tax Simplification

2.4    Presentation of Board Ad Hoc Committee on Revenue

The Board heard a presentation from Michael A. Bedke, Chair of the Board Ad Hoc Committee on
Revenue (Ad Hoc Committee), and Carolyn B. Lamm, Chair of the Operations and
Communications Committee. President Grey appointed the Ad Hoc Committee in December
2004 to examine the current state of the Association’s dues and non-dues revenue and make
appropriate recommendations to the Board for its consideration at the August 2005 meeting. The
Board was given a synopsis of the Association’s current sources of non-dues revenue and was
presented with ideas for new initiatives for non-dues revenue enhancement. The presenters
encouraged input to the Ad Hoc Committee as it continues its work.

2.5    Consent Calendar: Report of Board Committee Chairs

The Board adopted the Consent Calendar as presented by the Secretary. Action on all items
contained on the Consent Calendar is set forth in items 3 through 5 of this Summary of Action
relating to the reports of the Board Committees.

2.6    Fund for Justice and Education

The Board, sitting as the members of the Board of the American Bar Association Fund for Justice
and Education (ABA/FJE): a) approved the minutes of the November 6, 2004, meeting of the
ABA/FJE Board as presented; and b) accepted the ABA/FJE restricted grants and contributions
received or awarded through December 31, 2004, and not previously reported, as requested by
the Association’s Grant Development & Administration Office.
Summary of Action
February 2005 Board of Governors Meeting
Page Three

3.     OPERATIONS AND COMMUNICATIONS COMMITTEE

A.     MATTERS FOR REVIEW BY THE BOARD

3.1    Requests for Bylaw Amendments

a.     Section of Antitrust Law

The Board approved the request of the Section of Antitrust Law to amend its bylaws to:
i) establish an Associate classification; and ii) create two new non-voting Council positions, one for
a non-U.S. lawyer representative and one for a non-lawyer representative, which correspond to
the two ABA classifications for Associates. The proposed amendments were approved by the
Section’s Council on November 17, 2004.

3.2    Nominations

a.     ABA Journal Board of Editors

The Board elected Barbara J. Howard of Cincinnati, Ohio, and Michael E. Flowers of
Columbus, Ohio; and re-elected Kenneth P. Nolan of New York, New York, to the ABA
Journal Board of Editors, all for three-year terms to expire at the conclusion of the 2008
ABA Annual Meeting.

b.     Appellate Judges Education Institute

The Board elected William L. Pope of Columbia, South Carolina, to fill the unexpired term
of Wm. T. Robinson III as an ABA representative on the Board of Directors of the
Appellate Judges Education Institute (AJEI Board) through the conclusion of the 2005 Annual
Meeting and to then serve a three-year term through the conclusion of the 2008 Annual Meeting.

c.     Criminal Justice Section

1)     National Commission on Correctional Health Care

The Board re-elected William J. Rold of New York, New York, as the ABA representative to the
National Commission on Correctional Health Care for a second three-year term to expire August
2007.

2)     Request to Discontinue Representation on the American Correctional Association
       Commission on Accreditation for Corrections

The Board discontinued ABA representation on the American Correctional Association
Commission on Accreditation for Corrections (ACA-CAC) based upon the
recommendation of the Section. The Section is no longer active in the area of correctional
accreditation and therefore does not feel that it needs to continue to have representation
on the Commission.
Summary of Action
February 2005 Board of Governors Meeting
Page Four

d.     Organization for the Advancement of Structured Information Standards (OASIS) Legal
       XML Section

The Board elected Rolly L. Chambers of Charlotte, North Carolina, as the ABA
representative to the Organization for the Advancement of Structured Information Standards
(OASIS) Legal XML Section for a one-year term to expire in June 2006.
The Board approved outside membership in the LegalXML, Inc. standards organization in October
2000. LegalXML became a member section of the successor OASIS in 2002.

3.3    Requests to Establish Awards

a.     Commission on Domestic Violence

The Board approved the request of the Commission on Domestic Violence to establish the annual
“ABA Commission on Domestic Violence Law Student Writing Competition Award” for papers that
address an aspect of domestic violence and the law from a national and international perspective
and advance the legal needs of domestic violence victims or domestic violence victims and their
children. There will be a first place award consisting of $750 and publication in the Woman
Lawyers Journal or similar publication, a second place award of $500 and a resolution from the
Commission, and a third place award of $250 and a resolution from the Commission. No general
revenue funds are requested or will be used to pay for the financial awards to the winners. The
funding will come from the Commission’s support fund that was established in 1994.

b.     Section of Litigation

The Board approved the request of the Section of Litigation to establish the “Section of Litigation
Fellows Award” for individuals who have made a substantial contribution to the
profession and the field of litigation through scholarship, teaching, advocacy, or as a member of
the judiciary or through participation in the legislative process. The award will be presented
from time to time at the discretion of the Section Council and will consist of a plaque or similar
item with an approximate value of $150-200.

c.     Section of Labor and Employment Law

The Board approved the request of the Section of Labor and Employment Law to co-sponsor with
the City Bar of New York and the New York State Bar Association a lifetime achievement award
that will be presented on May 25, 2005, to John C. Truesdale, former Chairman of the National
Labor Relations Board, during a program to observe the 70th anniversary of the National Labor
Relations Act in New York, New York.
Summary of Action
February 2005 Board of Governors Meeting
Page Five

3.4    Discussion of Blanket Authority Procedure

a.     Report of Subcommittee Appointed in November 2004

The Board adopted, as amended by the Operations and Communications Committee, the
recommendations contained in the report of the Subcommittee of the Operations Committee
that was appointed in November 2004 to work with ABA Sections to address concerns with the
Blanket Authority Procedure adopted by the House of Delegates in August 2004. (See
Attachment A.)

b.     Consideration of Commenting and Reviewing Entity Requests Originally Submitted for
       November 2004 Meeting

The Board deferred the requests of ABA Sections for authority to submit technical
comments and to serve as reviewing entities for technical comments under the Blanket
Authority Procedure adopted by the House in August 2004. Deferral will permit
commenting and reviewing entities to complete a form, to be drafted by the Operations
Committee, which will provide additional information regarding the requests and ensure
greater clarity in the application process.

3.5    Request for Approval of Policies and Guidelines Originally Recommended by the Standing
       Committee on Technology and Information Systems

The Board approved, as amended, the recommended policies and guidelines for the ABA’s
technology and information systems adopted by the Operations and Communications
Committee on December 17, 2004. (See Attachment B.)

3.6    Request to Create Position of Webmaster

The Board approved the request of ABA Executive Director Robert A. Stein for the creation of a
Webmaster position, to be housed within the Office of the Executive Director, that will work with
the ABA Staff Website Working Group to implement changes to the ABA Website that will
enhance its usability for ABA members and the general public.
Funding for the position will come from monies not spent in the current budget year, and monies
will be reallocated within the budget to fund the position in future years.
Summary of Action
February 2005 Board of Governors Meeting
Page Six

3.7    Request for Approval of Board Meeting Dates and Sites for 2005-2006

The Board approved the following dates and sites for the 2005-2006 meetings of the Board, as
requested by President-elect Greco:

       October 26-29, 2005                    Fairmont Copley Plaza
                                              Boston, Massachusetts

       January 31 - February 3, 2006          New Orleans Marriott
                                              New Orleans, Louisiana

       April 21–22, 2006                      Westin River North
       (Program and Planning                  Chicago, Illinois
       and Finance Committee
       meetings for budget review)

       May 31 – June 3, 2006                  Westin River North
                                              Chicago, Illinois

       August 2-5, 2006                       Hilton Hawaiian Village
                                              Honolulu, Hawaii

3.8    ALI-ABA Committee on Continuing Professional Education Request for Name Change

The Board approved the request of the American Law Institute-American Bar Association
Committee on Continuing Professional Education to change its name to “American Law Institute-
American Bar Association Continuing Professional Education”.

3.9    Coalition for Justice Request for Creation of Coalition Alliance

The Board approved the request of the Coalition for Justice for the creation of a Coalition Alliance
group to be comprised of a maximum of 25 representatives of the more than 140 non-lawyer
organizations with which the Coalition partners.

3.24   Receipt of Final Report of the Task Force on the Lawyers Center for Personal Legal
       Services and Client Development

The Board received the final report of the Task Force on the Lawyers Center for
Personal Legal Services and Client Development.
Summary of Action
February 2005 Board of Governors Meeting
Page Seven

B.   MATTERS OF INDEPENDENT JURISDICTION
(Committee action and notifications to the Committee are reported to the Board)

3.15   Requests for Co-Sponsorships

a.     ABA Presidential Advisory Council on Diversity in the Profession

The Operations and Communications Committee approved the request of the ABA Presidential
Advisory Council on Diversity in the Profession to co-sponsor with the Law School Admission
Council (LSAC) the conference “Facing the Challenges of Increasing Diversity Into the Legal
Profession: Collaborating to Expand the Pipeline” on November 3-5, 2005, at Rice University in
Houston, Texas. In approving the request, the Operations Committee understood that: i) the
LSAC, as the primary co-sponsor, will contribute up to $100,000 to fund the conference; ii)
members of the Advisory Council on Diversity will contribute by developing and hosting the
conference; and iii) no ABA general revenues are requested or required.

b.     Appellate Judges Conference

The Operations and Communications Committee approved the request of the Appellate Judges
Conference (AJC) of the ABA Judicial Division to co-sponsor with the Appellate Judges
Education Institute (AJEI) the AJC’s Council of Appellate Staff Attorneys seminar “Making the
System Better from Within” on July 25-30, 2005, in Dallas, Texas. In approving the request, the
Operations Committee understood that: i) funding for the seminar will be provided in accordance
with the Agreement between the ABA and AJEI that took effect on September 1, 2003; and ii)
the ABA has no financial responsibility for the seminar.

c.     Judicial Division

The Operations and Communications Committee approved the request of the Judicial Division,
its Tribal Courts Council, and its Standing Committee on Minorities in the Judiciary to co-
sponsor the “Walking on Common Ground: Pathways to Equal Justice National Symposium” on
July 27-29, 2005, in Green Bay, Wisconsin. In approving the request, the Operations
Committee understood that: i) the ABA has no financial responsibility for the program; ii) the
cost of the Symposium will be $350,000 and will be funded through grants; and iii) symposium
co-sponsors may also make contributions to fund the program.

d.     Section of Labor and Employment Law (Two Requests)

i)     Program to Observe 70th Anniversary of the National Labor Relations Act

The Operations and Communications Committee approved the request of the Section of Labor
and Employment Law to co-sponsor with the Association of the Bar of the City of New York (City
Bar) and the New York State Bar Association (NYSBA) a program to observe the 70th Anniversary
of the National Labor Relations Act on May 25, 2005, at the
Summary of Action
February 2005 Board of Governors Meeting
Page Eight

City Bar in New York, New York. In approving the request, the Operations Committee understood
that: i) the ABA will have no financial responsibility for the program; ii) the City Bar will assume
costs for facility rental, catering and staffing; and iii) the NYSBA will incur the cost of the printed
program book.

ii)    Lecture: “Kissing Cousins? The FAA and Modern Labor Arbitration”

The Operations and Communications Committee approved the request of the Section of Labor
and Employment Law to co-sponsor with the American Arbitration Association (AAA) and the
National Academy of Arbitrators the free lecture “Kissing Cousins? The FAA and Modern Labor
Arbitration” on October 20, 2005, in Chicago, Illinois. The program is part of a lecture series
planned by the AAA to commemorate the 80th Anniversary of the Federal Arbitration Act. In
approving the request, the Operations Committee understood that: i) the AAA is responsible for
the cost of space and materials for the program; and ii) the ABA will have no financial
responsibility for the program.

e.     Law Practice Management Section

The Operations and Communications Committee deferred the request of the Law Practice
Management Section to co-sponsor with Legal Insight a database containing interviews with
prominent woman lawyers called “Themis: Hear the Voice of Woman Lawyers.” Deferral will
permit review of the project regarding endorsement aspects and review by:
i) the Standing Committee on Membership regarding member benefit aspects of the request; ii)
the Commission on Women in the Profession regarding aspects of the request that may be
duplicative of the Commission’s “Oral History” project; and iii) the ABA Information Systems
Department regarding Website aspects of the request. In addition, the Board of Governors
Liaison is asked to discuss the request with the Law Practice Management Section.

f.     Law Student Division

The Operations and Communications Committee approved the request of the Law Student
Division to co-sponsor with the National Arbitration Forum (NAF) the National Arbitration
Competition (Competition) annually in November 2005, 2006, and 2007. The 2005 Competition is
scheduled for November 18-20, 2005, in St. Paul, Minnesota. In approving the request, the
Operations Committee understood that: i) the Division will provide organizational and staff
support; ii) the ABA will have no financial responsibility for the Competition; and iii) annual
expenses for the Competition are estimated at $35,000. NAF has agreed to provide at least
$100,000 in funding for the first three years, and
subsequently, if the Competition is successful, NAF will continue to sponsor and provide funding
to maintain the Competition as a permanent Law Student Division competition.
Summary of Action
February 2005 Board of Governors Meeting
Page Nine

3.16   Meetings Outside the United States

a.     Judicial Division

The Operations and Communications Committee approved the request of the Judicial Division
to hold a CLE program on comparative law on September 3-10, 2005, at the Court of Justice of
the European Communities in Luxembourg. In approving the request, the Operations
Committee understood that: i) program tuition will cover all program expenses; ii) the Judicial
Division will pay to send the Judicial Division Chair only at a reduced rate to cover actual
expenses; iii) the international programming is included in the Judicial Division’s three-year plan
and 2005-2006 budget and no additional general revenue will be used or requested.

b.     Section of Taxation

The Operations and Communications Committee was notified that the Section of Taxation plans
to co-sponsor with the International Bar Association’s Section on
Business Law a CLE program “The Fifth Annual Tax Planning Strategies--U.S and Europe”, in
London, England, on April 7-8, 2005.



4.     PROGRAM AND PLANNING COMMITTEE

A.     MATTERS FOR REVIEW BY THE BOARD

4.1    Section of Science and Technology Law Request to Solicit Funds for Survey Project

This item was withdrawn.


B.     MATTERS OF INDEPENDENT JURISDICTION

None for consideration.


ADDITIONAL ITEM

Review and Response to Three-Year Plans

The Program and Planning Committee reviewed each of the entity three-year plans under its
jurisdiction and developed responses, providing advice to the entity Chairs on preparing their
budgets.
Summary of Action
February 2005 Board of Governors Meeting
Page Ten

5.     FINANCE COMMITTEE

A.     MATTERS FOR REVIEW BY THE BOARD

5.1    Request for Receipt of Standing Committee on Audit Report Regarding FY 03-04
       Audited Financials

The Board received the consolidated audited financial statements for the years ended August
31, 2003 and 2004.


NEW BUSINESS

Business Conduct Standards

The Board adopted revised Business Conduct Standards for employees. (See Attachment C.)


B.     MATTERS OF INDEPENDENT JURISDICTION

None for consideration.
                                                         Attachment A



                                  DRAFT
                       AMERICAN BAR ASSOCIATION

                       BOARD OF GOVERNORS

                 REPORT TO THE HOUSE OF DELEGATES


                            RECOMMENDATION


1 Resolved, That the House of Delegates adopts the revised Blanket Authority
2 Procedure, dated August 2005.
                              Representation by Sections
                                  (Blanket Authority)
                                 (August 2005)

     At the 1981 Midyear Meeting, the House of Delegates adopted the following
"blanket authority" policy, and amended it at the 1991 Annual Meeting. The House of
Delegates further amended the policy in August 2005.

     Resolved, That the House of Delegates rescinds the “blanket authority” statement
presently in effect and adopts instead the following blanket authority resolution:

     Be It Resolved, That in order to implement the specific authority required by §25.1 of
the Bylaws of the Association, as interpreted by the House of Delegates in this resolution,
any section of the Association may present a policy statement on matters within its
primary or special expertise and jurisdiction to a federal, state, or municipal legislative
body, governmental agency, court (with respect to procedural rules only), interstate
governmental body, or international governmental body, subject to the following
conditions:

      A.      Requirements of the Application for Blanket Authority
              1. There shall be a clear statement of the policy position to be taken by
                  the section.
              2. The section shall submit within the times provided in Part B, below, all
                  communications to be addressed to the federal, state, or municipal
                 legislative body, governmental agency, court, interstate governmental
                 body, or international governmental body, including, without limitation,
                 the following:
                 a. Any report or resolution;
                 b. Prepared testimony;
                 c. Exhibits;
                 d. Letter of transmittal;
                 e. Executive Summary.
             3.       The position to be taken by the section must:
                 a. Not be in conflict with current Association policy;
                 b. Not be in conflict with an existing blanket authority statement and
                 c. Have been authorized by section in accordance with its Bylaws.
             4. The documents to be submitted on behalf of the section must make
                 clear that they are being presented only on behalf of the section and not
                 on behalf of the Association.
              5. The application must disclose any material interest in the subject matter
                 of the policy on the part of any member of a section committee which
                 initiated the proposal and of the section council which approved the
                 submission of the request by reason of specific employment or
                 representation of clients.

                                            2
     6. The application shall state the date of proposed submission to the
        federal, state, or municipal legislative body, governmental agency, court,
        interstate governmental body, or international governmental body.
     7. Two or more sections may request to file a statement jointly.

B.   Procedure to Be Followed by Section in Filing Application for Blanket
     Authority
     1. Normal Procedure
        a. At the earliest possible time, but not less than ten (10) working days
             before the proposed submission date, the section shall send an
             application meeting the requirements of Part A, above, to (i) the
             Chair of the House of Delegates; (ii) the Secretary of the Association
             at the American Bar Center, Chicago, Illinois; (iii) the Governmental
             Affairs Office, Washington, D.C.; (iv) the chair and staff liaison of
             each section; and (v) the chair and staff liaison of each committee or
             affiliated organization which appears to have an interest in the
             matter.
        b. At the same time, the section shall send to the Chair of the House, th
               House, the Secretary of the Association and the Governmental
             Affairs Office (at the places indicated in Part B, section 1a, above) a
             list of all distributees to whom the application has been sent.
         c. In the case of a policy statement to be presented to a municipal
             or state agency or legislature, the section shall at       the same time
             also send an application meeting the requirements of part A, above,
             to all statewide bar associations in that state and to local bar
             associations in that state which are represented in the House of
             Delegates.
         d. In transmitting its application under this procedure, the section
             shall utilize personal delivery, facsimile transmission, e-mail or
             other electronic communication, or express mail which is available to
             the recipients designated herein.
        e. Lengthy submissions, e.g. 10 pages, shall be accompanied by an
             Executive Summary.
     2.      Expedited Procedure
             In situations where submission of the application ten (10) working
             days before the proposed submission date is not possible:
         a. The section shall cause a copy of the application meeting the
             requirements of pPart A, above, to be received by, or delivered to: (i)
             the Chair of the House of Delegates; (ii) the Secretary of the
             Association at the American Bar Center, Chicago, Illinois; (iii) the
             Governmental Affairs Office, Washington, D.C.; (iv) the chair and
             staff liaison of each section; and (v) the chair and staff liaison of each
             committee or affiliated organization which appears to have an
             interest in the matter, not less than two (2) working days prior to the
             proposed submission date.
         b. In the case of a statement to be presented to a municipal or state
             agency or legislature, the section shall also cause a copy of said
             application to be received by all statewide bar associations in that
             state and local bar associations in that state which are represented
             in the House of Delegates not less than at least two (2) working days
             prior to the proposed submission date.
         c. To its application the section also shall append a statement
             explaining why the 10-day procedure outlined above has not been
             followed.
         d. In transmitting its application under this expedited procedure, the
             section shall utilize personal delivery, facsimile transmission, e-mail
             or other electronic communication, or express mail which is available
             to the recipients designated herein.
         e. Lengthy submissions shall be accompanied by an Executive
             Summary.

C.   Procedure to Be Followed in Considering Applications for Blanket Authority
     1. The Office of the Secretary will determine whether proper distribution
         of the application has been made.
     2. The Chair of the House of Delegates or the Secretary of the
         Association may object to the section presentation if:
         a. It is in conflict with current Association policy; or
         b. The proposed statement is not within the primary or special expertise
             and jurisdiction of the section submitting it; or
         c. The matter is of such significance to the legal profession and the
             Association as a whole that no presentation should be made without
             specific authorization from the Board of Governors or the House of
             Delegates; or
         d. The statement merely reaffirms existing Association policy approved
             within the preceding six years.
     3. If a section or committee desires to object to the presentation of a
         section policy position under blanket authority, it shall immediately
         communicate its objection and reasons therefore by telephone, and
         electronically, to (i) the Chair of the House of Delegates; (ii) the
         Secretary of the Association; and (iii) the section desiring to submit the
         position under blanket authority.
     4. If no objection to the section presentation is received, the section may
         present its statement to the federal, state, or municipal legislative body,
        governmental agency, court, interstate governmental body, or
         international governmental body, on or after the proposed submission
         date.
     5. When an objection has been made, the Office of the Secretary will
         immediately notify the section seeking blanket authority, and if that
         section so requests, will transmit the application together with any
         objection thereto to the Board of Governors for its consideration.
     6.   If an objection is made, the section shall not present its statement of
          policy unless approval is obtained from the Board of Governors or the
          House of Delegates.
     7.   Blanket authority when granted under the normal procedure shall
          continue for a period of two years; when granted under the expedited
           procedure, for ninety (90) days. Upon application under the normal
          procedure it may be renewed for successive two-year periods.
     8.   Copies of the transmitted letter and comments must be
          contemporaneously sent to (i) the Secretary of the Association in care
          of the Policy Administration Division at the American Bar Center,
          Chicago, Illinois; and (ii) the Governmental Affairs Office, Washington,
          D.C.

D.     Authority of Section to Submit Technical Comments
      1. The blanket authority procedure described above in parts A, B
        and C, is not applicable when a section submits technical
        comments to a government executive branch agency independent
        agency (hereinafter “governmental agency”) pursuant to this Part D.
        “Technical comments” are defined as comments that are narrowly-
        focused within a particular section’s primary or special expertise and
        jurisdiction, and are being submitted in response to a time limited
        solicitation for comments by a governmental agency.
     2. Technical comments
         a. May not be in conflict with current Association policy; and
         b. May not conflict with other comments authorized to be
            submitted pursuant to the blanket authority procedure
             as provided for in Section B . and
         c. May not conflict with existing submitted technical comments.
     3.    The Board may grant to a section the authority to submit
           “technical comments” as defined herein on an ongoing basis to
           a specified governmental agency on specified subject matters.
           The grant of such authority will generally be for three years but
            subject to rescission by the Board at any time. The grant of
            authority may be renewed for additional three-year terms by this
            same application procedure. The grant of such authority is not
            necessarily exclusive; more than one section may be granted
            such authority with respect to a specified governmental agency
            on a specified subject matter, and two or more sections may
            jointly seek such authority.
          a. A section desiring such authority shall submit to the Board an
              application, which shall state the governmental agency or
              agencies to which it desires to submit technical comments
              and the subject matter areas on which it intends to comment.
          b. The applying section shall at the time of application circulate it
             application to the Chair and ABA staff liaison of each section. In
             addition it shall be circulated to the Chair and staff liaison of each
     committee or affiliated organization, which may have an interest in
     the agencies and/or subject matter areas indicated in the
     application. Each of these entities will be invited to notify the
     applying section and the Board whether it opposes the request or
     whether it would like to be “reviewing entity” for any or all technical
     comments submitted pursuant to a grant of authority to the
     applying section. An entity with expertise may state a reasoned
     objection or request to be a reviewing entity within thirty (30) days
     of notice of the application ,which period may be waived as
     necessary by the Operations and Communications Committee or
     the Board. The Board may determine whether and with respect to
     what matters an entity will be a reviewing entity.
 c. The Board may approve, deny, or modify the application and may
     specify one or more other entities as a “reviewing entity.”
4. Technical comments may be submitted to a government agency on
     behalf of the section or an entity of a section which has been
     granted such authority under Section 3 as the views of the section
     the or the section entity, in accordance with the following
     procedure:
 a. The comments must be reviewed and approved for submission by
     section leadership and must be accompanied by a certification,
     signed by the section chair, that the comments have been reviewed
     and approved by the section leadership as technical comments
     within the section’s primary or special expertise and jurisdiction.
  b. The section must submit the proposed technical comments to each
     reviewing entity promptly upon preparation of such technical
     comments but in any event at least two (2) business days in
     advance of the proposed submission date when the comment
     period is thirty (30) days or fewer and at least five (5) business days
     in advance of the proposed submission date when the comment
     period is more than thirty (30) days; provided, however, in
     situations where submission of the application (5) business days
     before the proposed submission date is not possible as confirmed
     by the Director of the ABA Governmental Affairs Office in
     Washington, DC, then not less than two (2) business days in
     advance of the proposed submission date. A reviewing entity may
     object to the filing on the basis that the technical comment conflicts
     with the provisions in D.2. a. and b, or that the filing is not a
     technical comment, but not on the basis that it disagrees with the
     technical comment by sending an email or fax to the Chair of the
     submitting entity, to the Secretary of the Association in care of the
     Policy Administration Division at the American Bar Center, Chicago,
     Illinois, and to the Director of the ABA Governmental Affairs Office
     in Washington, DC. If the entities cannot resolve their differences,
     the President of the Association or the President’s designee will
     promptly decide before the due date for the technical comments,
       whether or not the technical comments may be submitted and may
       also give the reviewing entity that objected to the technical
       comment, permission to file its own technical comment, as long as
       it conforms to the provisions in D.2.a and b.
       Another section having authority with respect to the same
       governmental entity and specified subject matter may submit its
       own technical comments, subject to the “technical comments”
       procedures of this Section.
    c. Two or more sections may request to file technical comments jointly.
    d. The comments must contain a disclaimer that specifically states the
       comments do not represent the policy of the Association or, when
       appropriate, the views of the section.
   e. Comments of individual members of sections shall not be submitted
       to a governmental agency using the letterhead of an ABA entity or
       referencing an ABA entity’s involvement.
   f. Copies of the transmitted letter and comments must be
       contemporaneously sent to (i) the Secretary of the Association in
       care of the Policy Administration Division at the American Bar
       Center, Chicago, Illinois; and (ii) the Director of the Governmental
       Affairs Office, Wash., D.C.
5. The Office of the Secretary and the Governmental Affairs Office will
    make periodic reports to the Operations Committee regarding the
     implementation of the grant of authority.

Detailed guidelines for the submission of blanket authority requests
are available upon request to the Division for Policy Administration.
                                                                            Attachment B


ABA Board of Governors Operations Committee Action on SCOTIS Report
November 9, 2004
As amended December 17, 2004 and February 10, 2005

The ABA Board of Governors acknowledges that it has received the Report of the Standing
Committee on Technology and Information Systems, and the comments to the report filed by the
Standing Committees on Continuing Legal Education, Publishing Oversight, Membership, the
Section Officers Conference, the Young Lawyers Division and the Senior Management Group. The
Board thanks SCOTIS for launching this important dialogue about ABA technology and the web site,
and adopts the following policies and guidelines:

1.     The Board of Governors recognizes the distinction between content and transport of
       information:

              Content refers to words and images created by the ABA or others,
              and the presentation of these words and images in formats through
              the web site.

              Transport refers to the hardware and software capabilities that enable
              the ABA network to easily deliver content, and users to easily access
              content.

2.     The Board of Governors reaffirms the jurisdiction of the Standing Committee on
       Technology and Information Systems on matters relating to information transport.
       The Board reaffirms the jurisdiction of content generating entities (e.g., SCOM,
       SCOPO, and SCOCLE) on matters relating to content, and designates the Executive
       Director as the arbiter on matters that require resolution.

3.     Recognizing the power of the web site as the face and voice of the American Bar
       Association to a growing segment of its members, the Board of Governors affirms
       that setting policy, defining goals and allocating resources pertaining to technology,
       overall, and to the web site, in particular, are responsibilities of the Board.

4.     Functionalities developed or proposed by ABA entities that rely on technology must
       be in compliance with technology guidelines developed by the Information Systems
       Department and approved by the Board. The Executive Director may allow
       exceptions if he determines that the overall good of the Association and its members
       is served by such action.

5.     The Board of Governors recommends that the Executive Director establish the
       function of Technology Contract Compliance. The Board recommends that this
       responsibility be placed within the General Counsel’s office. The Board of
       Governors further recommends that the responsibility for technical contract
       management be placed with the Chief Information Officer.
6.    The General Counsel’s office should adopt and oversee appropriate privacy procedures
      for all aspects of ABA technology, including the creation, if appropriate, of a “privacy
      officer” for the Association. This policy should further include a definition of how and
      when any internal entities may exchange member information for ABA purposes.

7.    The Board of Governors asks the Standing Committee on Membership to lead
      an inter-committee effort to determine how the Association can satisfy the
      concerns and needs of members regarding the method and frequency of
      electronic communication directed to them from ABA sources (including
      “opt-in, opt-out” preferences), and to           provide any necessary
      recommendations, focusing on optimizing benefits to members, to the Board
      no later than the August, 2005 Annual Meeting.

8.    The Executive Director, working in consultation with the Chief Information
      Officer, shall promptly develop a process that enables the ABA entities to
      share best practices concerning information technology and the web site.

9.    The Board of Governors asks SCOTIS to continue monitoring the Technology
      Initiative.

10.   The Board of Governors recognizes the efforts of the Executive Director to
      redesign the ABA web site with the assistance of professionals in this area of
      communication. The Board also requires the establishment at the earliest
      reasonable time of the position of ABA Webmaster, whose responsibilities
      should include working to assure that the web site can easily provide the
      resources members value. Oversight of the web site and Webmaster rests
      ultimately with the Executive Director, who is accountable to the Board for the
      web site’s effective operation. The Executive Director shall administratively
      place the Webmaster as he deems appropriate.

11.   The ABA should increasingly provide communication and member value
      through the web site. However, the Board reaffirms that selection of media to
      present particular information should be decided by the originating entity
      with the highest regard for the preferences of members. When economically
      feasible and where there are diverse member preferences, information should
      be presented in multiple formats.
                                                          Attachment C




                          AMERICAN BAR ASSOCIATION


                                   Interoffice Memorandum


To:           Entire Staff of the ABA

From:         Robert A. Stein
              Executive Director

Date:         August 23, 2004

Subject:      Business Conduct Standards


At the August 2004 meeting, the Board of Governors approved updates to the Business
Conduct Standards (Employees).

The ABA expects each employee to observe the highest standards of integrity, ethics, and
fair dealing. The Business Conduct Standards were adopted in order to emphasize the
Association's commitment to these high standards. It is important that you understand
and uphold the spirit and intent of the standards.

Significant updates to the Business Conduct Standards (Employees) include the
following:
-       Examples of conflicts of interest;
-       Guidelines for receipt or acceptance of gifts;
-       Distinct policies and guidelines for Association property and Financial
        Records;
-       Standards on Reporting Suspected Violations, including the ABA Hot Line.

The Business Conduct Standards include the designation of an ABA Ethics Officer to
whom any questions may be referred or any potential conflicts disclosed. Chevez Wells
of the Office of the General Counsel has been selected as the ABA Ethics Officer. I
encourage you to contact Chevez Wells (ext. 5211) with any questions or disclosures.

These updated Business Conduct Standards will be discussed at future ABA training
classes.
  BUSINESS CONDUCT

      STANDARDS

      (Employees)




AMERICAN BAR ASSOCIATION

        August 2004
        Revised 2005
TO ALL STAFF:

Any successful association must work hard at maintaining trust and confidence with its members
as well as with the public. As the national representative of the legal profession, the American Bar
Association must uphold the highest ethical standards.

We expect and require each employee to observe the highest standards of integrity, ethics, and
fair dealing. This Business Conduct Standards booklet is provided to emphasize the Association's
commitment to these high standards.

It is impossible to anticipate all the circumstances that might be subject to interpretation under
these guidelines. We have developed broad guidelines knowing full well there is no substitute for
each employee's good judgment.

The ABA's reputation for integrity and honest dealing can be maintained if each of us continues to
set an example of high personal and business ethics in the work place and in public.




Robert A. Stein
Executive Director
                    BUSINESS CONDUCT STANDARDS
Just as the Association promotes the goal of achieving the highest standards of
professionalism, competence, and ethical conduct in law practice, it is committed to these
objectives in its daily operations as a professional association. It therefore rightfully
expects its employees to conduct their Association activities according to the highest
ethical standards.

INTRODUCTION

This booklet is not intended to be a complete listing of all possible situations encountered
by an employee during their employment with the Association. Each employee must strive
to apply the spirit and intent of these guidelines to the circumstances which he or she may
encounter, many of which are not specifically listed here. In the event these Business
Conduct Standards are more restrictive than those contained in other Association
policies or practices, these Standards shall govern.

While there may be honest differences of opinion concerning ethical behavior in specific
situations, the ABA expects its employees to discuss such differences through normal
management channels. If necessary, employees should contact the ABA Ethics Officer
for assistance in resolving any differences that might exist. With respect to possible
violations of these Standards or Association policies by others, employees should follow
the provisions of these Standards on Reporting Suspected Violations.

Any employee who violates the ABA Business Conduct Standards will be subject to
appropriate disciplinary action based on the severity of the violation. Appropriate action
may include termination of employment.

CONFLICT OF INTEREST

The Association expects employees to perform their duties using impartial judgment in all
matters affecting the Association. Employees must disclose potential conflicts of interest
or the appearance of conflicts of interest that might arise because of economic or personal
self-interest. For example, a conflict of interest may arise when: (1) an employee
causes the Association to engage in a business transaction with family, relative, or
friends, (2) the employee uses confidential Association information for personal gain or
the gain of family, relative, or friends, (3) the employee owes a fiduciary duty to, or has
more than a modest ownership or other financial interest in, any Association supplier or
competitor, (4) the employee engages in part-time or other employment, including
consulting arrangements, with any supplier, or (5) the employee receives an improper
benefit from the Association or a third party as a result of his or her position with the
Association.

Outside Business or Professional Activities

General Policy

All employees are prohibited from engaging in outside business or
professional activities that conflict with their obligations to the
Association. Employees who undertake other outside professional
activities on their own time must understand their responsibility to
refrain from engaging in activities that are in conflict with the interests
of the Association.

Guidelines

Employees shall disclose existing or proposed outside activities to their supervisors for
evaluation whenever there may be doubt as to whether the activities are contrary to the
best interests of the Association. Examples include acceptance of employment or
consulting arrangements from firms that have business relationships with the Association
and outside employment that affects work performance.

When an affiliation with the ABA is identified by the employee in connection with the
employee's speech or printed matter (unless specifically authorized to represent the ABA
and its positions) there should be a disclaimer that the employee is not speaking on behalf
of the ABA and a clear statement that the views expressed are those of the author or
speaker and do not necessarily represent an official position of the ABA.

The personal financial interests of an employee should not conflict in any manner with
Association duties and responsibilities.

All circumstances of potential financial conflict of interest situations, except in the case of
a publicly held company where an employee owns less than a 1% interest, must be
disclosed to the ABA Ethics Officer. The ABA Ethics Officer will evaluate whether further
disclosure to the Department Director, Senior Manager or Human Resources Department
is needed. Refer to EXHIBIT A for a list of ABA current service providers (the
organizations with which the ABA does business).

Request or Acceptance of Gifts

General Policy

The request or acceptance of gifts in the form of merchandise, services, travel, cash or gift
certificates by an employee or member of the employee's household from suppliers or
other persons with whom the ABA does business or who are seeking the business of the
ABA is generally unacceptable.

Guidelines

From time to time, employees may receive or be offered gifts at work or at home from
those with whom they have dealt in the course of their ABA work, such as suppliers,
vendors, corporate sponsors, members or others desiring to show their appreciation for
past or expected assistance.

Gifts of nominal value are acceptable and may be retained. Employees are not required to
report nominal gifts. However, acceptance of a substantial gift may be inappropriate and
must be declined or returned unless acceptance is specifically approved in writing by the
appropriate Senior Manager and the Executive Director. This policy will also apply to gifts
from members.
In general, a gift (or gifts) from a supplier or vendor to one individual, exceeding $100 in
total value for the year shall be considered a substantial gift. A gift (or gifts) to one
individual exceeding $300 in total value for the year, paid using Association funds from
any source (general revenue or section funds) shall also be considered a substantial gift
and shall be approved by the appropriate Senior Manager and the Executive Director.A
gift (or gifts) to one individual, paid from private funds exceeding $300 in total value for the
year shall also be reported to the Executive Director for approval. Retention of a
substantial gift or solicitation of a substantial gift for personal benefit from sources listed
above without written approval from the appropriate Senior Manager and Executive
Director is a serious infraction and may be grounds for immediate dismissal or discharge.
An employee shall not use Association funds from any source for the purpose of
purchasing a gift for another employee without the prior approval of the appropriate Senior
Manager.

An employee may accept complimentary travel, lodging and transportation only if in
conjunction with meetings or meeting site inspections and approved, in writing, in advance
by the Division Director.

Purchases and Sales

General Policy

The ABA purchases goods and services from many sources on the basis of merit without
favoritism. Sales of products, seminars and services are made in accordance with ethical
business practices and applicable law.

Guidelines

Employees who have contact with suppliers of goods and services must exercise good
judgment and restraint in handling offers of gifts, meals, trips and similar items. Meals
may be accepted but must not be treated in any way as a prerequisite for doing business
with the ABA.

Entertainment through special events (professional games, sports
outings, etc. ) must not be treated in any way as a prerequisite for doing
business with the ABA. Such entertainment may occasionally be
accepted by ABA employees when appropriate for business objectives.
Employees and members of their families should decline any invitation
if there is reason to believe that the invitation was extended for the
purpose of obtaining special ABA considerations or concessions.
Use of the ABA name or the purchasing power of the ABA to obtain discounts or rebates
on purchases made for personal use, other than offers made available to all employees, is
prohibited.
ASSOCIATION PROPERTY

The Association acquires property for the purpose of serving the interests of its members.
To protect the interests of our members, strict accountability for all Association assets is
absolutely necessary.

General Policy

All employees are expected to protect the Association’s assets and ensure their efficient
use within Association policies and procedures. Association property should be used
solely for conducting Association business.

Guidelines

The Association’s property includes, but is not limited to, equipment, supplies,
intellectual property, computer data and time, confidential information, and the time and
skill of Association employees during work hours. Theft, carelessness, and waste have a
direct impact on the Association’s operations. Association property may be used only for
legitimate business purposes, and the unauthorized use of Association property is
prohibited.

FINANCIAL RECORDS

General Policy

The Association’s financial records and accounts shall be prepared and maintained in
accordance with generally-accepted accounting principles and in a manner that will
provide its members with accurate, complete, objective, relevant, timely, and
understandable information.

Guidelines

All employees and their supervisors are responsible for assuring that the Association's
financial transactions within their control are authorized and accurately recorded in the
Association's records. A knowing failure to follow these requirements will result in
disciplinary action.

An employee who becomes aware of any falsification, misrepresentation, or deviation from
the Association's policies or procedures in the recording or reporting (internally or
externally), whether that matter is within the employee's control or not, shall report that
matter to the Internal Auditor or in accordance with the Association's Hot Line procedures.
The failure to report may result in disciplinary action.

All receipts and expenditures must be fully accounted for and promptly
recorded in the Association records. Payments shall be made upon
appropriate approval only for services rendered or products delivered as
required by the Association in the conduct of its business. No
employee should request or approve any payment that is to be used for
a purpose that is not reflected in the documents supporting the
payment.
No Association funds or accounts shall be established or maintained for purposes that are
not fully and accurately described on the Association's records. No employee shall
establish or keep any unrecorded Association funds.

Although periodic discarding of documents is necessary, there may be legal or policy
requirements that certain documents (both on paper and electronic) be retained for
specific periods of time. Employees should consult the Association’s record retention
policy, and consult their supervisor if unsure, before disposing of documents.

CONFIDENTIAL INFORMATION

In the course of employment, employees may become aware of significant information
relating to the Association and its members which is not generally known to the public.
Every employee has a duty to use this confidential information solely in the conduct of
ABA business in accordance with ABA policy.

General Policy

Employees with access to information, ideas, plans, documents, and research materials
that are confidential must recognize their employment with the ABA imposes an obligation
of confidentiality which requires them to maintain and protect the confidentiality of certain
information.

Guidelines

Members rightfully expect that information given to the ABA will be kept safe from
unnecessary disclosure. Employees should refrain from disclosing member information
unless disclosure is necessary in the conduct of ABA business and is permitted or
required by law or is consented to by the member. Member information that should be
kept confidential includes, but is not limited to the following:

      •        member lists, including addresses, e-mail addresses and telephone
               numbers

      •        customer profiles and purchasing history

      •        credit and payment information

      •        information obtained while serving a member or other customer


POLITICAL PROCESS AND GOVERNMENT RELATIONS

Part of the mission of the ABA is to provide information and to share its views with
members, the general public and the media. The ABA is fully committed to our
representative form of government.
General Policy

The ABA supports the right of each employee to associate and speak freely in support of
the candidates and issues of the employee's personal choice, within the constraints
applicable to any other outside activity. Employees are encouraged to take care that
personal views are not presented as official positions of the ABA.

Guidelines

The ABA will fully comply with all political contribution laws.

REPORTING SUSPECTED VIOLATIONS

General Policy

As part of its commitment to ethical and legal conduct, the Association expects all
employees to bring to the attention of the Internal Auditor information regarding
suspected violations of these Business Conduct Standards or other Association policies
or procedures. In the alternative, an employee may utilize the ABA Hotline to report
suspected violations. Failure to report knowledge of wrongdoing may result in
disciplinary action against those who knowingly fail to report.

Guidelines

Violations of ethical and legal conduct standards or Association policy or procedures by
any employee reflect adversely on the reputation of the entire Association. Each
employee, therefore, has a personal interest in assuring such violations are detected
and remedied.

Reports of suspected violations will be investigated by the Internal Auditor. Employees
are expected to cooperate in the investigation of reported violations. Employees should
be aware that persons conducting investigations are obligated to act in the best interests
of the Association and do not act as personal representatives or lawyers for employees.

Retaliation in any form against an individual who reports a violation of law, these
Business Conduct Standards, or Association policies or procedures, even if mistaken, or
who assists in the investigation of a reported violation, is itself a serious violation of
Association policy. Acts of retaliation should be reported immediately and will be
disciplined appropriately.

ACKNOWLEDGEMENT

I certify that I have received, read, understand, and will abide by the American Bar
Association’s Business Conduct Standards.


_________________________________
             Signature

__________________________________
            Print Name

				
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