Constitution

Constitution, Bylaws, and Rules of Procedure for Meetings of the Conference

(Amended 2023)

Table of Contents


THE CONSTITUTION

THE BYLAWS

RULES OF PROCEDURE

ARTICLE 1

NAME AND PURPOSE

Section 1.01. Name
Section 1.02. Purpose

ARTICLE 2

MEMBERSHIP

Section 2.01. Members
Section 2.02. Commissioners
Section 2.03. Life Members
Section 2.04. Requirement of Bar Membership
Section 2.05. Credentials
Section 2.06. Term
Section 2.07. Termination or Suspension of Membership
Section 2.08. Advisory Members
Section 2.09. Privileges of Former Member
Section 2.10. Compensation; Expenses

ARTICLE 3

MEETINGS

Section 3.01. Meetings Generally
Section 3.02. Notice
Section 3.03. Annual Meeting

ARTICLE 4

OFFICERS AND EXECUTIVE COMMITTEE; COMMITTEE ON SCOPE AND PROGRAM

Section 4.01. Officers and Executive Committee
Section 4.02. Election and Terms of Officers
Section 4.03. Powers of Executive Committee
Section 4.04. Committee on Scope and Program

ARTICLE 5

OTHER COMMITTEES

Section 5.01. Standing Committees
Section 5.02. Special Committees
Section 5.03. Divisions of the Conference
Section 5.04. Committee Appointments
Section 5.05. Committee Quorum
Section 5.06. Ex Officio Members

ARTICLE 6

DUTIES OF MEMBERS OF THE CONFERENCE

Section 6.01. Duties

ARTICLE 7

RELATIONSHIP TO AMERICAN BAR ASSOCIATION; NO COMPLIMENTARY RESOLUTION

Section 7.01. Provision of Acts to American Bar Association
Section 7.02. American Bar Association Delegate
Section 7.03. No Complimentary Resolution

ARTICLE 8

FINAL APPROVAL OF ACTS

Section 8.01. Procedure
Section 8.02. Voting Requirement

ARTICLE 9

ADOPTION AND AMENDMENT OF BYLAWS

Section 9.01. Procedure

ARTICLE 10

AMENDMENT OF CONSTITUTION

Section 10.01. Procedure

ARTICLE 11

DEFINITIONS

Section 11.01. Definitions

BYLAWS ARTICLE 1

NOMINATION AND ELECTION OF OFFICERS

Bylaw 1.01. Nominating Committee
Bylaw 1.02. Nominations from Floor
Bylaw 1.03. Ballots

BYLAWS ARTICLE 2

DUTIES OF OFFICERS

Bylaw 2.01. President
Bylaw 2.02. Vice President
Bylaw 2.03. Treasurer
Bylaw 2.04. Secretary
Bylaw 2.05. Delegation of Duties

BYLAWS ARTICLE 3

EXECUTIVE COMMITTEE

Bylaw 3.01. Meetings
Bylaw 3.02. Annual Meetings; Referred Duties
Bylaw 3.03. Stylistic Changes
Bylaw 3.04. Votes Between Meetings

BYLAWS ARTICLE 4

EXECUTIVE OFFICE

Bylaw 4.01. Executive Office

BYLAWS ARTICLE 5

EXECUTIVE DIRECTOR, CHIEF ADMINISTRATIVE OFFICER, LEGISLATIVE DIRECTOR, AND LEGAL COUNSEL

Bylaw 5.01. Appointments
Bylaw 5.02. Responsibility of Executive Director
Bylaw 5.03. Responsibility of Chief Administrative Officer
Bylaw 5.04. Responsibility of Legislative Director and Legal Counsel

BYLAWS ARTICLE 6

LEGISLATIVE COMMITTEE

Bylaw 6.01. Legislative Committee

BYLAWS ARTICLE 7

COMMITTEE MEETINGS AND REPORTS

Bylaw 7.01. Calling Meetings
Bylaw 7.02. Meeting Expenses
Bylaw 7.03. Annual and Midyear Reports
Bylaw 7.04. Recommendations and Draft Requirements

BYLAWS ARTICLE 8

COOPERATION WITH AMERICAN BAR ASSOCIATION

Bylaw 8.01. Cooperation with American Bar Association

BYLAWS ARTICLE 9

RULES OF PROCEDURE AND MISCELLANEOUS RULES

Bylaw 9.01. Rules of Procedure for Conference Meetings
Bylaw 9.02. Procedures for Meetings Conducted by Electronic Means
Bylaw 9.03. Miscellaneous Rules

BYLAWS ARTICLE 10

INDEMNITY

Bylaw 10.01. Right to Indemnity
Bylaw 10.02. Limitations
Bylaw 10.03. Procedure
Bylaw 10.04. Obligations of Individual
Bylaw 10.05. Payment of Indemnity

PART 1

MEETINGS OF CONFERENCE

Rule 1.01. Attendance
Rule 1.02. Presiding Officer
Rule 1.03. Duties of Presiding Officer

PART 2

ORDER OF BUSINESS

Rule 2.01. Order of Business

PART 3

PRIVILEGE OF THE FLOOR

Rule 3.01. Privilege of the Floor
Rule 3.02. Limitation on Debate

PART 4

MOTIONS AND REPORTS

Rule 4.01. Motions
Rule 4.02. Reports

PART 5

LINE-BY-LINE READING

Rule 5.01. Generally
Rule 5.02. Waiver by Chair of Drafting Committee
Rule 5.03. Waiver by President
Rule 5.04. Waiver by Executive Committee
Rule 5.05. Request for Line-by-Line Readings
Rule 5.06. Notice of Waiver

PART 6

VOTING

Rule 6.01. Manner of Voting
Rule 6.02. Roll Call Vote by States

PART 7

PROCEDURAL RULES AND RULES GOVERNING MOTIONS

Rule 7.01. Procedural Rules
Rule 7.02. Rules Governing Motions

PART 8

COMMITTEE OF THE WHOLE

Rule 8.01. Consideration of Act in Committee of the Whole
Rule 8.02. Chair of Committee of the Whole
Rule 8.03. Formal Resolutions Unnecessary
Rule 8.04. Rules of Committee of the Whole
Rule 8.05. Seconding Motion
Rule 8.06. Authority of Chair to Limit Debate
Rule 8.07. Procedure to Recommend Approval of Act

PART 9

SUSPENSION OF RULES

Rule 9.01. Suspension of Rules


Constitution, Bylaws, and Rules of Procedure

THE CONSTITUTION

ARTICLE 1

NAME AND PURPOSE

Section 1.01. Name.

The name of this organization is the “National Conference of Commissioners on Uniform State Laws.” The organization may also be known as the “Uniform Law Commission.”

Section 1.02. 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 2.01. Members.

The Members of the Conference consist of Commissioners and Life Members.

Section 2.02. Commissioners.

(a) Commissioners are:

(1) the Commissioners on Uniform State Laws appointed by authority of the several States;

and

(2) for purposes of this Constitution and the Bylaws and Rules of Procedure, the principal administrative officer of each state legislative reference bureau or other agency charged by law with the duty of drafting legislation, or an alternate named by the officer.

(b) An individual who is a Commissioner under subsection (a) may also be a Life Member under Section 2.03.

Section 2.03. Life Members.

(a) On recommendation of the Executive Committee and by the affirmative vote of two-thirds of the Members of the Conference 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 or associate member for at least 20 years; or

(iii) a Commissioner and as the Executive Director, Executive Secretary, or Legislative Director for a combined period of at least 20 years;

(2) as a Life Member, an individual who has served the Conference as a Commissioner who resigned to serve as Executive Director and who has served for a combined period of at least 15 years, including any service as a Commissioner after the service as Executive Director; or

(3) as an Honorary Life Member, an individual who has served the Conference with distinction as Executive Director, Executive Secretary, or Legislative Director.

(b) 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.

(c) The Executive Committee may terminate or suspend the membership of a Life Member for conviction of a felony or other crime involving moral turpitude or if the individual’s license to practice law is suspended, revoked, or surrendered as a result of a disciplinary proceeding. Upon suspension, all committee assignments and all rights and privileges conferred on the individual as a Life Member by the Constitution and Bylaws are terminated. For good cause shown, the Executive Committee may reinstate the individual’s status as a Life Member.

(d) If authorized by the law of the Life Member’s State, a Life Member may vote to determine the vote of the State or cast a vote on behalf of the State.

(e) When a vote by States is required or called for, the Commissioners of a State may authorize a Life Member of the State, not authorized under subsection (d), to cast a vote on behalf of the State.

Section 2.04. Requirement of Bar Membership.

When first appointed, each Commissioner must be a member of the bar of a State.

Section 2.05. Credentials.

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

Section 2.06. Term.

(a) Unless terminated under Section 2.07, a Commissioner’s membership in the Conference continues until the Commissioner resigns or dies or, if replaced or terminated by the Commissioner’s appointing authority, until adjournment of the annual meeting following replacement or termination. At that meeting, the Commissioner has the privileges of a Commissioner, but may not participate in a vote by States if a successor is appointed, unless authorized under the law of the appointing State.

(b) If the term of a Commissioner who is President of the Conference would otherwise end before the conclusion of the Commissioner’s presidency because of replacement or termination by the appointing state, 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 2.07. Termination or Suspension of Membership.

The Executive Committee may terminate or suspend the membership of a Commissioner for conviction of a felony or other crime involving moral turpitude or if the individual’s license to practice law is suspended, revoked, or surrendered as a result of a disciplinary proceeding. Upon suspension, all committee assignments and all rights and privileges conferred on the individual as a Commissioner by the Constitution and Bylaws are terminated. For good cause shown, the Executive Committee may reinstate the individual’s status as a Commissioner.

Section 2.08. Advisory Members.

(a) The Executive Committee may appoint, replace, or remove as an Advisory Member of the Conference a representative from the American Bar Association, the American Law Institute, or another organization or agency designated by the Executive Committee. The Executive Committee shall set the term of each Advisory Member appointed. If no term is set, the term is one year.

(b) An Advisory Member may not vote, but 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.

Section 2.09. Privileges of Former Member.

A former Member of the Conference may attend annual meetings and has the privilege of the floor, but may not vote.

Section 2.10. Compensation; Expenses.

Members of the Conference and Advisory Members may not be compensated by the Conference for services rendered to the Conference in their capacity as Members of the Conference or Advisory Members, but may be reimbursed for expenses incurred in rendering those services, as authorized by the Executive Committee. No Member of the Conference or Advisory 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 3.01. Meetings Generally.

(a) The Conference shall hold an annual meeting and may hold special meetings at times selected by the Executive Committee. Special meetings of the Conference may be called by the President on recommendation of the Executive Committee.

(b) The Executive Committee shall determine the number of sessions into which an annual or special meeting shall be divided, and the Members of the Conference present at each session of an annual or special meeting shall constitute a quorum.

(c) The Executive Committee may determine that an annual or special meeting be conducted in whole or in part by electronic means.

(d) Seating at an in-person meeting shall be by State. Members and former Members of the Conference shall sit with the State from which membership was last accredited. A non-Member shall not be seated in an area reserved for Members unless the Executive Committee otherwise approves. Separate areas may be provided for the news media, guests, observers, and visitors.

Section 3.02. Notice.

Notice of an annual or special meeting shall be given by the Secretary to each Member of the Conference in a form approved by the Executive Committee. The notice shall be in a record and shall be deemed to have been duly given if delivered personally, sent to an electronic address provided to the Conference by the Member, or sent by United States mail, postage prepaid, to an address provided to the Conference by the Member. The notice shall specify the location, date, and hour of an in-person meeting and the date and hour of a meeting conducted by electronic means. Prior to the meeting, information sufficient to permit attendance in person or by electronic means as applicable shall be provided to each Member.

Section 3.03. Annual Meeting.

(a) The Conference shall hold an annual meeting during July or at such other time as the Executive Committee shall determine. Except for a meeting or part of a meeting conducted by electronic means, the meeting shall be held in person at a location determined by the Executive Committee. The meeting shall be open to the public and a record of the proceedings shall be made by a process and to the extent determined by the Executive Committee.

(b) The order of business at an annual meeting shall be as set out in the Rules of Procedure unless otherwise determined by the Conference or the Executive Committee.

(c) At each annual meeting:

(1) in an odd-numbered year, the Members of the Conference shall elect a President for a term of two years;

(2) the Members of the Conference shall elect a Vice President, Treasurer, and Secretary for a term of one year;

(3) the President shall report on the work of the Conference and make recommendations thereon; and

(4) the Treasurer shall report on the financial condition of the Conference, with a detailed statement of receipts and disbursements.

ARTICLE 4

OFFICERS AND EXECUTIVE COMMITTEE; COMMITTEE ON SCOPE AND PROGRAM‌

Section 4.01. Officers and Executive Committee.

The following are the Officers of the Conference: President, Vice President, Treasurer, and Secretary, each of whom must be a Member of the Conference. The Officers, the immediate Past-President, the Chair of the Legislative Committee, the Chair of the Committee on Scope and Program, and four other Members of the Conference appointed annually by the President, constitute the Executive Committee of the Conference. The President shall designate one of the appointed members as Chair of the Executive Committee. At or before the opening of an annual meeting, 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 4.02. Election and Terms of Officers.

The President is elected by a majority vote of the Members of the Conference 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 Member of the Conference 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 Members of the Conference 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 Member of the Conference 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 4.03. 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, including removal of an officer for good cause, 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.

(c) 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 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, at least one Member of the Conference from each of three States files with the President an objection to the amendment in a statement specifying by section the amendment objected to. If these objections are filed, the amendment remains in abeyance unless it is approved or modified by the Conference at the next annual meeting. Only the amended section objected to and other directly affected sections may be considered.

Section 4.04. Committee on Scope and Program.

The President shall appoint a Committee on Scope and Program consisting of nine Members of the Conference, one of whom is the Chair of the Legislative Committee. The President shall designate the Chair 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 5.01. Standing Committees.

The President shall appoint the following Standing Committees, specify the number of their members, and designate their chairs:

(a) a Legislative Committee, which may have subcommittees and shall generally supervise the securing of adoptions of Uniform and Model Acts;

(b) a Committee on Parliamentary Practice, whose members serve as parliamentarians at annual and special meetings; and

(c) 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 5.02. Special Committees.

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

Section 5.03. Divisions of the Conference.

The work of the Conference may be divided into as many Divisions as the President considers appropriate. The President shall assign committees to the respective Divisions and appoint a Chair for each Division. The Division Chair is the liaison between the committees assigned to the Division and the Executive Committee.

Section 5.04. Committee Appointments.

(a) At or soon after each annual meeting, and as appropriate between annual meetings, the President shall appoint the members of each committee and designate the Chair. The President may fill vacancies as they occur. The President or Chair of each committee may designate a member of the committee as Vice Chair who shall chair the committee during the absence or disability of the Chair.

(b) The President may remove or replace a member of a committee at any time.

Section 5.05. Committee Quorum.

The members of a committee present at a meeting of the committee constitute a quorum.

Section 5.06. Ex Officio Members.

The President and the Chair of the Executive Committee are members ex officio of each committee, may vote in each committee, and shall be advised in advance of each committee meeting. The Chair of each Division is a member ex officio of each committee assigned to the Division, may vote in each assigned committee, and shall be advised in advance of each meeting of each assigned committee.

ARTICLE 6

DUTIES OF MEMBERS OF THE CONFERENCE

Section 6.01. Duties.

It is the duty of the Members of the Conference from each State collectively:

(a) to attend annual and special meetings of the Conference;

(b) to report to the President the death or resignation or expiration of the term of any Member of the Conference from their State;

(c) to promote the enactment of legislation providing for the appointment of Commissioners and for the payment of the expenses incurred by Members of the Conference in attending meetings of the Conference;

(d) to endeavor to secure from the legislature of their State an annual appropriation to pay the dues assessed on their State by the Conference;

(e) to seek introduction and enactment of Uniform Acts promulgated by the Conference that are appropriate for their State; and

(f) to organize their State Commission by designating a Chair and a Secretary, notify the Secretary of the Conference immediately on 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

RELATIONSHIP TO AMERICAN BAR ASSOCIATION; NO COMPLIMENTARY RESOLUTION

Section 7.01. Provision of Acts to American Bar Association.

The President shall provide the American Bar Association with copies of Uniform Acts finally approved and recommended by the Conference for enactment by the several States.

Section 7.02. American Bar Association 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 7.03. No Complimentary Resolution.

The Conference may not consider any complimentary resolution with reference to any living Member of the Conference.

ARTICLE 8

FINAL APPROVAL OF ACTS

Section 8.01. 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 a record in advance of each annual meeting at which it is considered;

(2) considered by the Conference in the Committee of the Whole at a minimum of two annual meetings, unless this requirement has been waived pursuant to subsection (b) or (e); and

(3) distributed, as amended by the Conference, to the Members of the Conference in a record 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 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 notice in a record of the waiver to the Members of the Conference. Readings of an Act in the Committee of the Whole are governed by 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, if the 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 the 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 a record either by the Executive Committee or by at least one Member of the Conference from each of six or more States.

Section 8.02. Voting Requirement.

To receive final approval, an Act must receive the affirmative vote of 30 or more States.

ARTICLE 9

ADOPTION AND AMENDMENT OF BYLAWS

Section 9.01. Procedure.

Bylaws may be adopted, repealed, or amended at any annual meeting by a majority vote of the Members of the Conference 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 a record by either the Executive Committee or by at least one Member of the Conference from each of six or more States.

ARTICLE 10

AMENDMENT OF CONSTITUTION

Section 10.01 Procedure.

This Constitution may be repealed or amended at any annual meeting by a two-thirds vote of the States 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 at which the action is proposed to the Conference in a record either by the Executive Committee or by at least one Member of the Conference from each of six or more States.

ARTICLE 11

DEFINITIONS

Section 11.01. Definitions.

As used in this Constitution and the Bylaws and Rules of Procedure:

(1) “Annual meeting” means a meeting of the Conference held under Section 3.03(a).

(2) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(3) “Member of the Conference” means a Commissioner or Life Member.

(4) “Present” means attending a meeting held in person or participating in a meeting conducted by electronic means.

(5) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(6) “State” means a State of the United States, the District of Columbia, Puerto Rico, or the United States Virgin Islands.

(7) “Voting” means casting a vote in the affirmative or negative on a question or in favor of a candidate and does not include abstention or otherwise failing to vote.

Back to Top


THE BYLAWS

BYLAWS ARTICLE 1

NOMINATION AND ELECTION OF OFFICERS

Bylaw 1.01. 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 on a subsequent day of that annual meeting and before the last day of the meeting.

Bylaw 1.02. Nominations from Floor.

Following the report of the Nominating Committee, additional nominations may be made from the floor of the Conference.

Bylaw 1.03. Ballots.

If there are two or more nominations for an office of the Conference, the election for that office must be conducted by ballot in a record 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 Members of the Conference 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 ballot in a record.

BYLAWS ARTICLE 2

DUTIES OF OFFICERS

Bylaw 2.01. 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 Chair 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.

Bylaw 2.02. Vice President.

(a) The Vice President shall obtain from the Chair 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.

(b) During the absence or disability of the President, or on request of the President, the Vice President shall preside at a meeting of the Conference.

Bylaw 2.03. 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, as to the financial condition of the Conference, 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 on approval of the Chair of the Executive Committee in a record, but expenses incurred by the Chair of the Executive Committee require approval by the President. The Chair 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 Chair 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 Chair 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.

Bylaw 2.04. 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. 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, notify the members of all committees of their selection and appointment, keep a record of the enactment of Uniform and Model Acts, and perform other duties prescribed by the Conference, the President, or the Executive Committee.

(b) The Secretary is custodian of the records and archives of the Conference, other than the books and accounts maintained by the Treasurer. The Secretary’s records and archives must be open at all times to inspection by the President or any other member of the Executive Committee.

Bylaw 2.05. Delegation of Duties.

The Treasurer and the Secretary may delegate performance of any of their duties to the staff of the Conference, except as expressly directed otherwise by the Executive Committee.

BYLAWS ARTICLE 3

EXECUTIVE COMMITTEE

Bylaw 3.01. Meetings.

(a) The Executive Committee shall hold an annual and a midyear meeting at times and places designated by the President. The President may call other meetings of the Executive Committee as the work of the Conference requires.

(b) The President may determine that a meeting of the Executive Committee be conducted in whole or in part by electronic means and shall specify the procedures for the meeting.

Bylaw 3.02. Annual Meetings; Referred Duties.

The Executive Committee shall make arrangements for the annual meetings and attend to other matters referred to it by the Conference.

Bylaw 3.03. Stylistic Changes.

If, after final approval of an Act by the Conference, an irreconcilable difference develops between the Committee on Style and the Chair 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.

Bylaw 3.04. Votes Between Meetings.

Between meetings of the Executive Committee, either the President or the Chair of the Executive Committee may cause a vote to be taken by mail or 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 authorized by this section must be promptly recorded in minutes of the Executive Committee.

BYLAWS ARTICLE 4

EXECUTIVE OFFICE

Bylaw 4.01. Executive Office.

The Executive Committee may establish an Executive Office for the Conference and may change its location. The records and archives of the Conference must be kept in the Executive Office or as otherwise designated by the Executive Committee.

BYLAWS ARTICLE 5

EXECUTIVE DIRECTOR, CHIEF ADMINISTRATIVE OFFICER, LEGISLATIVE DIRECTOR, AND LEGAL COUNSEL

Bylaw 5.01. 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.

Bylaw 5.02. Responsibility of Executive Director.

The Executive Director is responsible, under the direction of the President, for 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 President or Executive Committee.

Bylaw 5.03. 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.

Bylaw 5.04. 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) An individual may serve as both Legislative Director and Legal Counsel.

BYLAWS ARTICLE 6

LEGISLATIVE COMMITTEE

Bylaw 6.01. 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 Members of the Conference 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 Members of the Conference 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.

BYLAWS ARTICLE 7

COMMITTEE MEETINGS AND REPORTS

Bylaw 7.01. Calling Meetings.

Subject to approval by the Chair of the Executive Committee, a meeting of any committee may be called by its Chair or the President.

Bylaw 7.02. Meeting Expenses.

Travel and other reasonable expenses incurred for meetings of a committee held with the approval of the Chair of the Executive Committee during the interval between annual meetings must be paid by the Treasurer.

Bylaw 7.03. Annual and Midyear Reports.

At least 60 days before the annual meeting and again before December 31 of each calendar year, the Chair of each Special Committee shall submit to the Chair of the Division to which the committee is assigned a report in a record on the work of the committee. The Chair 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.

Bylaw 7.04. Recommendations and Draft Requirements.

A committee report containing a recommendation for action by the Conference must be in a record 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, it must have been submitted to the Committee on Style and revised in light of its suggestions, and transmitted, as so styled, to the Executive Office by a date fixed by the Executive Director. For good cause shown in specific circumstances, those requirements may be modified or waived by the Executive Committee.

BYLAWS ARTICLE 8

COOPERATION WITH AMERICAN BAR ASSOCIATION

Bylaw 8.01. 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.

BYLAWS ARTICLE 9

RULES OF PROCEDURE AND MISCELLANEOUS RULES

Bylaw 9.01. Rules of Procedure for Conference Meetings.

Unless the Executive Committee adopts procedures under Bylaw 9.02, the Rules of Procedure apply to in-person meetings and to meetings conducted in whole or in part by electronic means. The Executive Committee shall review the Rules of Procedure periodically for the purpose of recommending modifications to the Conference. Rules of Procedure may be adopted, repealed, or amended at an annual meeting by a majority vote of the Members of the Conference present and voting at a session following the session at which the action is proposed to the Conference in a record either by the Executive Committee or by at least one Member of the Conference from each of six or more States.

Bylaw 9.02. Procedures for Meetings Conducted by Electronic Means.

If the Executive Committee determines that an annual or special meeting is to be conducted in whole or in part by electronic means under Section 3.01(c) of the Constitution, the Executive Committee may establish procedures for the meeting that differ from the Rules of Procedure.

Bylaw 9.03. Miscellaneous Rules.

The Executive Committee shall adopt and distribute, and thereafter periodically revise, Drafting Rules for Uniform or Model Acts, recommendations as to character and consideration of Acts, and a Manual on Division and Committee Procedure.

BYLAWS ARTICLE 10

INDEMNITY

Bylaw 10.01. Right to Indemnity.

A Member of the Conference, 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 Member of the Conference, Executive Director or other 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:

(a) covers loss resulting from a proceeding against the individual in a trial court, appellate court, administrative tribunal, mediation or arbitration;

(b) includes any damages, settlement amounts, arbitration awards, reasonable and foreseeable costs including appellate costs, and reasonable attorney’s fees;

(c) is a contract right and may be asserted only against the Conference and its eligible assets as the exclusive remedy;

(d) continues even though the individual ceases to be a covered individual;

(e) 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

(f) applies although the claim is groundless, false, or fraudulent.

Bylaw 10.02. Limitations.

In the case of an individual who is alleged to be civilly liable other than by reason of the individual’s capacity as a Member of the Conference, Executive Director or other 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.

Bylaw 10.03. Procedure.

An individual’s right to indemnity is conditioned on 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 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 a record 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.

Bylaw 10.04. Obligations of Individual.

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. 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.

Bylaw 10.05. Payment of Indemnity.

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.

Back to Top


RULES OF PROCEDURE FOR MEETINGS OF THE CONFERENCE

PART 1

MEETINGS OF CONFERENCE

Rule 1.01. Attendance.

All meetings of the Conference are open to the public.

Rule 1.02. Presiding Officer.

(a) Except as provided in Bylaw 2.02(b), the President shall preside at all meetings of the Conference.

(b) The President or Vice President, on vacating the Chair while presiding during a meeting, and when the other is not available to preside, may without objection appoint any Member of the Conference present as temporary Chair. If neither the President nor the Vice President is available to appoint a temporary Chair, the Secretary, or a Member of the Conference designated by the Secretary, shall preside pending the selection of a temporary Chair by a vote of the body. The office of temporary Chair terminates when the President or Vice President is ready to assume the Chair.

Rule 1.03. Duties of Presiding Officer.

The presiding officer shall:

(a) preserve order, and may designate Members of the Conference to assist in doing so;

(b) require that these Rules of Procedure be followed; and

(c) decide questions of order and procedure.

PART 2

ORDER OF BUSINESS

Rule 2.01. Order of Business.

At each annual meeting, the standing order of business is as follows unless otherwise ordered by the Conference or by the Executive Committee:

(a) Call of the roll of Members of the Conference by States.

(b) Announcement of Appointment of Nominating Committee.

(c) Address of the President.

(d) Report of the Treasurer.

(e) Report of the Secretary.

(f) Report of the Executive Committee.

(g) Report of the Committee on Scope and Program.

(h) Report of the Legislative Committee.

(i) Reports of Special Committees.

(j) Report of Nominating Committee.

(k) Unfinished Business.

(l) New Business.

PART 3

PRIVILEGE OF THE FLOOR

Rule 3.01. Privilege of the Floor.

The following individuals have the Privilege of the Floor at an annual or special meeting of the Conference:

(a) A Member of the Conference.

(b) A former Member of the Conference (Constitution, Section 2.09).

(c) An employee of the Conference while activities of the employee are under consideration.

(d) An individual requesting the privilege whose request is approved by unanimous consent.

(e) 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 Chair of the committee and the request is approved by the Executive Committee.

Rule 3.02. Limitation on Debate.

The Conference may adopt rules governing debate, including limitations thereon for particular matters.

PART 4

MOTIONS AND REPORTS

Rule 4.01. 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 in a record.

Rule 4.02. Reports.

Unless the presiding officer otherwise directs, reports in a record may not be read orally.

PART 5

LINE-BY-LINE READING

Rule 5.01. Generally.

Except as otherwise provided in this Part, 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, capitalization, and the like.

Rule 5.02. Waiver by Chair of Drafting Committee.

The Chair of a Drafting Committee may waive a line-by-line reading of:

(a) a standard Conference definition or section, such as “person,” “state,” “uniformity of application and construction,” “relation to electronic signatures in global and national commerce act,” “severability,” and “effective date”;

(b) a section, subsection, or definition unchanged from a current Uniform or Model Act; and

(c) 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.

Rule 5.03. Waiver by President.

(a) The Chair 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 Chair 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 Chair of the decision on the request at least 10 days before the annual meeting.

(b) On receiving a request pursuant to subsection (a), the President, after consulting the Executive Director and the Chair 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.

Rule 5.04. Waiver by Executive Committee.

(a) The Chair 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) On 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.

Rule 5.05. Request for Line-by-Line Readings.

During the consideration of an Act by the Conference in the Committee of the Whole, a Member of the Conference 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 r Member of the Conference from each of six or more States, the section must be read line-by-line.

Rule 5.06. Notice of Waiver.

As soon as feasible after waiver of line-by-line reading of a section of an Act, the Chair 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 Members of the Conference in an appropriate manner. The Chair 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.

PART 6

VOTING

Rule 6.01. Manner of Voting.

Voting must be by voice vote unless:

(a) a roll call by States is required or duly called for;

(b) the Members of the Conference stand and are counted when the Chair is in doubt or a division is requested; or

(c) the Executive Committee approves voting by another means, including electronic means.

Rule 6.02. Roll Call Vote by States.

(a) Except as limited by Rule 7.02, a Member of the Conference may call for a vote by States on a pending motion only if the call for that vote is supported by at least one Member of the Conference from each of six or more States. In a vote by States, each State is entitled to one vote and, if the Members of the Conference present from a particular State are equally divided, that State has no vote. All votes by States must be recorded in detail.

(b) When a vote by States is required or called for, the Commissioners of a State may authorize a Life Member of the State, not authorized under subsection (d) of Section 2.03, to cast a vote on behalf of the State.

PART 7

PROCEDURAL RULES AND RULES GOVERNING MOTIONS

Rule 7.01. Procedural Rules.

In advance of a meeting of the Conference, the President shall specify the procedural rules that will be in effect for the meeting in situations not covered by the Constitution and Bylaws or these Rules of Procedure. The rules in effect at the start of a meeting govern all proceedings at the meeting unless the President specifies a change.

Rule 7.02. 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. 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.

Order of Precedence Debatable? Amendable? Permissible in the Committee of the Whole  Subject to Vote by States?
PRIVILEGED MOTIONS
1. Adjourn NO NO

NO
Motion is to Rise and Report

Only for Adjournment sine die prior to the last general session 
2. Recess As to time duration or need As to time duration or need YES (Limited to 10 minutes) NO
3. Questions of Privilege NO NO NO NO
         
SUBSIDIARY MOTIONS
4. Postpone temporarily 
(Lay on the table)
NO NO NO NO
5. Vote immediately (2/3) (Previous Question) NO NO YES NO
6. Limit Debate (2/3) NO As to limitation, extension or removal NO NO
7. Postpone definitely 
(To a certain time)
As to reason or time As to time NO NO
8. Refer to Committee  As to instructions to committee As to instructions to committee NO NO
9. Amend YES YES YES YES
10. Postpone Indefinitely YES NO NO NO
         
MAIN MOTIONS
11. A. The Main Motion YES YES YES YES
B. Specific Main Motions:        

Reconsider

YES NO YES YES

Rescind

YES NO NO YES

Resume Consideration
(Take from the table)

NO NO NO NO
           
INCIDENTAL MOTIONS
(No order of precedence)
A. Motions:        
Appeal Ruling YES NO YES NO
Suspend Rules (2/3) NO NO NO NO
Object to Consideration (2/3) NO NO NO NO
           
B. Requests:        
Point of Order NO NO YES NO
Parliamentary Inquiry NO NO YES NO
Withdrawn Motion NO NO YES NO
Division of Question NO NO YES NO
Division of Assembly NO NO YES NO

 

PART 8

COMMITTEE OF THE WHOLE

Rule 8.01. 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.

Rule 8.02. Chair of Committee of the Whole.

The President shall designate a Member of the Conference as Chair of the Committee of the Whole for each Act while it is under consideration in the Committee.

Rule 8.03. 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 Chair of the Committee is treated as if the customary motions had been made and voted on favorably. See Appendix to these Rules of Procedure for a sample statement.

Rule 8.04. Rules of Committee of the Whole.

The Committee of the Whole is governed by these Rules of Procedure, except as the Rules are expressly limited or modified by this Part.

Rule 8.05. Seconding Motion.

A second is not required for a motion made in the Committee of the Whole.

Rule 8.06. 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 3.02, 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 of the Conference 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 a record to the Special Committee and is not subject to debate, except by leave of the Chair.

Rule 8.07. 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 must be made and acted on by the Committee of the Whole. The Chair 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.

PART 9

SUSPENSION OF RULES

Rule 9.01. Suspension of Rules.

These Rules of Procedure may be suspended only by a two- thirds vote of the Members of the Conference present and voting 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.

Back to Top