PHILADELPHIA BAR ASSOCIATION RESOLUTION ESTABLISHING A POLICY FOR THE FINAL DETERMINATION OF THE CONTENTS OF OFFICIAL PUBLICATIONS

WHEREAS, Section 3.12.1 of the Association’s Bylaws, as amended and restated by vote of the Members on October 12, 2018 (the “Bylaws”), provides that “[t]he property and affairs of the Association shall be managed under the direction of, and the policies of the Association shall be determined by, the Board”; and

WHEREAS, Bylaws Section 11.1 provides for the official publications of the Association and for express authority of the Board of Governors over the Associations publications, as follows:

“The official publications of this Association, which shall be among the member benefits, shall be The Philadelphia Lawyer, the Philadelphia Bar Reporter and The Legal Directory and such other publications as the Board shall, from time to time, establish. They shall be published at such times as the Board may direct and shall contain a statement that the publication of matter therein does not necessarily imply endorsement thereof either by the Association or by the editors of the publications.” (Emphasis added.); and

WHEREAS, Bylaws Sections 3.2 and 11.3 provide for the Chancellor to be the Association’s spokesperson as follows:

“The Chancellor shall have authority to speak for the Association in furtherance of any action or position taken by the Board or by the Association; and on other matters, when not in conflict with a previously adopted policy of the Association whether expressed by the Board or by resolution duly passed by the Members.”; and

WHEREAS, Bylaws Section 11.3 provides that “[n]o one shall speak or purport to speak for the Association or for any part thereof, except as otherwise specifically provided in this Section 11.3.”; and

WHEREAS, Bylaws Section 11.3.5 provides that “All rights of the Chancellor under this Section shall, in the event the Chancellor is unavailable, be exercised by the first of the following Officers who shall be available: Chancellor-Elect, Vice Chancellor, Chair of the Board, or Vice Chair of the Board.”; and

WHEREAS, the Board of Governors desires to set forth a policy by which final decisions on the content of the official publications of the Association are determined.

NOW, THEREFORE, BE IT RESOLVED that the Board of Governors of the Philadelphia Bar Association establishes the following policy, effective immediately:

“The Chancellor, as the official spokesperson of the Association, in consultation with the Executive Director, shall have the authority to accept or reject material submitted for publication in an official publication of the Association. In the event the Chancellor is unavailable, such decision may be exercised in accordance with the provisions of Philadelphia Bar Association Bylaws Section 11.3.5. The Chancellor or the Executive Director shall notify the Editor-in-Chief of the publication.”

AND BE IT FURTHER RESOLVED that the Board of Governors authorizes the Chancellor and the Executive Director to take such actions as may be deemed necessary or appropriate to effectuate this policy.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: February 20, 2020