Who is DOECAA?

BYLAWS OF THE DEPARTMENT OF ENERGY CONTRACTOR ATTORNEYS ASSOCIATION, INC.

(Incorporated under the District of Columbia Nonprofit Corporation Act)

ARTICLE I – NAME

As established by the Articles of Incorporation, the name of the corporation shall be the Department of Energy Contractor Attorneys Association, Inc. (DOECAA), hereafter referred to as “Association.” The Association is incorporated under the District of Columbia Nonprofit Corporation Act (the “Act”).

ARTICLE II – PURPOSE

As established by the Articles of Incorporation, the Association is organized and operated as a non-stock, non-profit corporation exclusively for charitable, scientific and educational purposes without pecuniary gain or profit to its members or to any private individual. Generally, its purpose shall be to assist attorneys of U.S. Department of Energy (DOE) prime contractors, first-tier subcontractors and direct parent entities of prime contractors, through the identification, clarification and resolution of legal issues affecting their legal representation by: a) fostering and promoting education and advancing knowledge in the history, theory, practice, administration and policy of the law insofar as it relates to matters involving or affecting DOE contractors generally; b) publishing or exchanging information with respect to legal issues of interest to DOE contractor attorneys; and c) such other and further means as may be appropriate and proper to accomplish the aforesaid purposes, including the raising of funds through membership dues, event registration fees, grants, gifts, devises, bequests or otherwise for the carrying out of such purpose.

ARTICLE III – MEMBERSHIP

SECTION 1. VOTING MEMBERS. Each Member shall be a licensed attorney in good standing who currently is either a) employed as an in-house counsel for a DOE prime contractor, a first-tier subcontractor or direct parent entity of a prime contractor to regularly handle legal affairs related to the prime contract; or b) a private practitioner engaged by a DOE prime contractor, first-tier subcontractor or direct parent entity of a prime contractor to handle legal affairs related to the prime contract.

SECTION 2. VOTING MEMBER REGISTRATION. Each individual seeking to become a Member may submit his or her name, in writing through DOECAA.org or other means to the DOECAA Secretary, along with payment of the Membership dues, if any, or in response to any membership registration process or initiative that may be established from time to time. Membership applications are subject to approval by the Secretary. The Secretary may delegate such approval authority for membership applications to any Director. Each Member must renew his or her registration annually to maintain active membership status.

SECTION 3. NON-VOTING MEMBER CLASSES. The Board of Directors is empowered, but not required, to create one or more classes of non-voting members, including their qualifications, rights, obligations, and dues.

ARTICLE IV – FINANCE

SECTION l. FISCAL YEAR. The fiscal year of the Association shall be from January 1st through December 31st.

SECTION 2. INCOME. Income may be derived from numerous sources as determined supportive of the Association by the Board of Directors, including but not limited to membership dues, event registrations, sponsorships, donations, and publications, if any, and from such other sources as the Board of Directors may approve.

SECTION 3. DUES. Dues for membership may be assessed for Members. The amount of such dues determined by the Board of Directors may be prorated, increased, decreased or otherwise modified or eliminated by the Board to fit the needs of the Association, as it deems appropriate and necessary.

ARTICLE V – BOARD OF DIRECTORS

SECTION 1. AUTHORITY OF BOARD OF DIRECTORS. The responsibility for the management and general conduct of the affairs of the Association shall be vested in the Board of Directors, which shall have the full power and authority to do all acts and perform all functions which the Association might do or perform, except it shall not have the power to modify the substance of official action taken by the Membership, to amend the Articles of Incorporation or to take any action reserved to the Members under the Act.

SECTION 2. DIRECTORS AND TERMS OF OFFICE. The Board of Director positions shall be a President, Secretary and Treasurer (see Article VI, below), and three Directors-at-Large, all specifically elected from among the Members at the Annual Meeting by the Members as hereinafter provided. Terms of office of a Director not specified elsewhere in these Bylaws shall be for three years. There are no limits on the number of terms a Director may serve. Directors shall be Members in good standing prior to and throughout their term, subject to Article VIII, Section 3.

SECTION 3. MEETINGS OF BOARD. At least one regular meeting of the Board of Directors shall be held each year. In addition, Special Meetings may be held on the call of the President at such time and place as they shall select, giving all required notices at least five days in advance of such meeting. Special Meetings of the Board of Directors may also be called by the Secretary at the written request of any four Directors. The Secretary, when required to call a special meeting of the Board of Directors, may fix any place as the place for holding such special meeting, and shall give at least five days advance written notice of the time, place and object of such meeting to the Directors.

SECTION 4. QUORUM. A quorum at any meeting of the Board of Directors shall consist of a majority of the Directors in office.

SECTION 5. PARTICIPATION IN MEETINGS BY TELEPHONE. At any meeting of the
Board of Directors, any one or more of the Directors may participate by means of telephone or video conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 6. UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent thereto in writing (including via email). The written consents to each such action shall be filed with the minutes of the proceedings of the Board.

SECTION 8. BOARD EMERGENCY POWERS. In an emergency such that a quorum of the Directors cannot readily be assembled because of some catastrophic event, the Board of Directors may exercise all emergency powers set forth in the Act.

SECTION 9. REMOVAL. Upon a vote of a majority of directors in office, a Director or Officer elected or appointed by the directors may be removed from office by the Directors with or without cause. A Director or officer elected by the Voting Members, may be removed from office with or without cause by a vote required to elect the Director. All directors must have at least a 21-day notice about any proposed removal. A director subject to any removal must have been given an opportunity to address the removal, either in writing or personally (in person or virtually) as determined in the discretion of the Board.

SECTION 10. STANDARDS OF CONDUCT OF DIRECTORS
a) Each member of the board of directors, when discharging the duties of a director, shall
act: (1) In good faith; and (2) In a manner the director reasonably believes to be in the best interests of the Association.

b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

c) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

ARTICLE VI – OFFICERS

SECTION 1 ELECTED AND APPOINTED OFFICERS.The Elected Officer positions of the Association shall be: President, Secretary and Treasurer, and may include appointed subordinate officers as the Board of Directors may from time to time appoint or authorize the President to appoint.

SECTION 2. ELECTED OFFICER TERMS OF OFFICE. A term of office shall be three years or until a successor is elected. There are no limits on the number of terms an Officer may serve.

SECTION 3. DUTIES AND RESPONSIBILITIES.
a) The President shall preside at all meetings of the Association and of the Board of Directors and shall perform all duties ordinarily incident to the office. The President shall recommend such actions to the Association and to the Board of Directors as he or she deems proper. The President shall be an ex-officio member of each standing committee of the Association.

b) The Secretary shall oversee a process to: (i) supervise recording and storage of the minutes of the meetings of the Board of Directors and the Members, (ii) approve and direct the dispatch of required and proper notices, and manage the Association’s official files and records, except financial files and records. The Secretary shall perform such other duties as may be assigned by the Board of Directors.

c) The Treasurer shall supervise the receipt, disbursement and investment of all funds of the Association, in a manner approved by the Board of Directors and shall be the officer in charge of the Association’s official financial files and records. The Treasurer shall be an ex-officio member of the Finance Committee, if any. The Treasurer shall perform such other duties as may be assigned by the Board of Directors.

d) The Secretary or the Treasurer shall preside at meetings of the Association and of the Board of Directors in the absence of the President.

e) The President and the Treasurer may together bind the Association (including by entering into agreements on behalf of the Association) jointly in the good faith discharge of their duties, or independently with the written (including via email) concurrence of at least three other Directors within the limits of the Association’s budget.

SECTION 4. STANDARDS OF CONDUCT OF OFFICERS. In addition to complying with the duties applicable to Directors, Officers are obligated to report about any actual or probable material violation of law involving the Association or material breach of duty to the Association by an officer, employee, or agent of the Association, that the officer believes has occurred or is likely to occur.

ARTICLE VII – COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, in its discretion by resolution adopted by a majority of the whole Board, constitute a general Executive Committee for the Board, appoint the members thereof, and specify its authority and responsibility. During the intervals between meetings of the Board of Directors, an Executive Committee so established by the Board of Directors shall have all the powers vested in the Board of Directors by law or by these Bylaws in the management of the property, business and affairs of the Association, provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors to elect, appoint or remove any officer or Director, or of the Membership to amend or repeal the Articles of Incorporation of the Association, or to act on any matter which under the Articles of Incorporation, these Bylaws or the Act is vested exclusively in the Board of Directors or the Membership (such as the power and authority to amend or repeal these Bylaws) and may not be exercised by any committee of the Board of Directors. The Executive Committee may exercise all such powers in such manner as it shall deem in the best interests of the Association in all cases in which specific directions shall not have been given by the Board of Directors. Any action taken by the Executive Committee shall be subject to revision or alteration by the Board of Directors, provided, however, that such revision or alteration shall not affect any action taken by an officer or employee of the Association or by any third party or any rights of third parties which shall have vested in reliance upon any action or direction of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum. The Executive Committee shall keep a record of all action taken by it, and shall report such action to the Board of Directors at its next meeting. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee entitled to vote with respect to the subject matter thereof. The Executive Committee may be abolished at any time by the vote of a majority of the whole Board of Directors, and during the course of the committee’s existence, the membership thereof may be increased or decreased and the authority and duties of the Committee changed as the Board of Directors deems appropriate.

SECTION 2. NOMINATING COMMITTEE. The Board of Directors by resolution may constitute a Nominating Committee to consisting of at least three members, at least one of whom must be a current Director. The Nominating Committee shall be responsible for identifying and nominating candidates to fill Director and Officer vacancies as provided in Article VIII below, and to identify other individuals to chair events or perform other tasks as requested by the Board of Directors.

SECTION 3. OTHER COMMITTEES. The President, with the approval of the Board of Directors, shall from time to time appoint such standing or special committees as shall be deemed necessary to carry on the activities of the Association and to further its objectives. By Resolution adopted by a majority of the current Board members, the Board may create and rely upon the advice of committees comprised of at least one Board members (Board Committees). No such committee shall have the power to affect the Articles of Incorporation, Bylaws, committee or committee membership, or any change in corporate structure or assets.

ARTICLE VIII – ELECTIONS AND VACANCIES

SECTION 1. NOMINATIONS AND ELECTIONS. Generally, Officers and Directors will be elected at Annual Membership Meetings. The Officers and Directors shall be elected from the slate of nominees put forward by the Nominating Committee if one is constituted by the Board. Each Voting Member shall be entitled to cast one vote for each Director and Officer to be elected. Voting may be conducted by voice, written ballots, electronic polling, email, or any combination of the foregoing, as determined by the Board of Directors. The nominees with the greatest number of votes are elected.

SECTION 2. Nomination of Directors and Officers. Recommendations for Director and Officer nominees may be submitted by Members, Directors, and Officers, unless otherwise determined by the Board. The Nominating Committee shall select candidates based on the following criteria and any other criteria determined by the Board from time to time:
a) A demonstrated commitment to the purpose of the Association as stated in Article 1;
b) An ability to make a positive and material contribution to the operation of the Association;
c) Consideration of a balanced representation of organizations from which the Members are employed (i.e., laboratories, site contractors, parent companies); and
d) A commitment to participate actively as a Director or Officer by attending meetings, serving on committees, promoting the goals of the Association and participating in the activities of the Association.

The slate of nominees shall be sent to the Members in advance of the Annual Meeting.

SECTION 3. VACANCIES. Any vacancies occurring in the offices of President, Secretary or Treasurer or on the Board of Directors may, at the discretion of the Executive Committee, be filled either by the Membership or the Board of Directors, with such appointee to serve out the unexpired term of his or her predecessor.

SECTION 4. CONTINUATION IN OFFICE. An officer or Director who ceases to meet the eligibility requirements of Membership, with the specific approval of the Board of Directors, may continue to hold office until the completion of the term for which he or she was elected.

ARTICLE IX – VOTING MEMBER MEETINGS OF THE ASSOCIATION

SECTION 1. ANNUAL MEETING. A Meeting of the Membership of the Association shall be held at least once each year. The time and place of such annual meeting shall be designated by the Board of Directors as early as possible, but not less than 60 days prior thereto. Notices of Annual Meetings of the Membership shall be delivered or sent through the Association’s website notification system or by personal delivery, mail, electronic mail or telecopy to the Members and Associate Members at their addresses listed in the records of the Association. Where it is not possible or practical for the Members to be physically present at any schedule meeting, a Member may attend the Annual Meeting through an electronic method of communicating by which all participating Members may simultaneously hear each other during the meeting. Participation by electronic method shall constitute presence in person at the meeting for all purposes, including quorum and voting. The Board of Directors shall establish the procedures for the conduct thereof including, without limitation, the procedures for voting by electronic means. Members shall be provided instructions for participation and voting electronically in such a meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the Members may be called by the President and shall be called by the Secretary on request of any five Members in a writing which states the purposes of such meeting. Members shall be given at least ten and not more than 60 days advance written notice of the time, place and purposes of such meeting. Notices of Special Meetings of the Members shall be delivered or sent through the Association’s website notification system or by personal delivery, mail, electronic mail or telecopy to the Members at their addresses listed in the records of the Association.

SECTION 3. QUORUM. A quorum of any meeting of the Association’s Members shall be comprised of those present at the meeting, whether in person or electronically as provided above

ARTICLE X – PARLIAMENTARY AUTHORITY

When invoked by the Association’s President, such parliamentary rules and procedures as seem to the Board of Directors to be required, fair and proper may be used to govern a meeting, including the latest edition of Robert’s Rules of Order insofar as rules or procedures are applicable and not inconsistent with the Articles of Incorporation of the Association or these Bylaws.

ARTICLE XI – INDEMNIFICATION

SECTION 1. RIGHT OF INDEMNITY. To the fullest extent allowed or required by the Act, the Association shall indemnify its Directors, Officers, employees, volunteers, and other agents (collectively, “Eligible Persons”) against expenses, judgments, settlements, fines, or other amounts reasonably incurred by an Eligible Person who is a party or threatened to be made a party to a criminal, civil, administrative, or investigative proceeding by reason of the fact that the Eligible Person is or was a Director, Officer, employee, volunteer, or other agent of the Association. Any such indemnification (including any advance for expenses incurred prior to the final disposition of a proceeding) shall comply with all the substantive and procedural requirements of Section 29-406.50 et seq of the Act.

SECTION 2. APPROVAL OF INDEMNITY. On written request to the Board of Directors in each specific case by any Eligible Person seeking indemnification, to the extent that the Eligible Person has been successful on the merits in defense of the proceeding, the Board of Directors shall promptly authorize indemnification in accordance with the Act. Otherwise, the Board of Directors shall promptly determine, by a majority vote of a quorum consisting of Directors who are not parties to the proceeding, whether, in the specific case, the Eligible Person has met the applicable standard of conduct stated in the Act and, if so, shall authorize indemnification to the extent permitted thereby.

SECTION 3. ADVANCING EXPENSES. The Board of Directors may authorize the advance of expenses incurred by or on behalf of an Eligible Person in defending any proceeding prior to final disposition, if the Board of Directors finds that: (a) the requested advances are reasonable in amount under the circumstances; and (b) before any advance is made, the Eligible Person submits a written undertaking satisfactory to the Board of Directors to repay the advance unless it is ultimately determined that the Eligible Person is entitled to indemnification for the expenses under this Article XI and the Act. The Board of Directors shall determine whether the undertaking must be secured, and whether interest shall accrue on the obligation created thereby.

SECTION 4. INSURANCE. The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any Eligible Person against any liability asserted against or incurred by the Eligible Person in such capacity or arising out of the Eligible Person’s status as such, and such insurance may provide for coverage against liabilities beyond the Association’s power to indemnify the Eligible Person under law.

ARTICLE XII – BYLAWS

These Bylaws may be repealed or amended at any meeting of the Board of Directors or the Members by a majority vote of a quorum of the Board or the Members, as the case may be, provided that any proposed amendment to the Bylaws shall have been filed in writing with the Secretary at least 15 days prior to any meeting of the Board of Directors or the Members, as the case may be.

ARTICLE XIII – AMENDMENTS TO ARTICLES OF INCORPORATION

The Articles of Incorporation may be amended in accordance with the District of Columbia Nonprofit Corporation Act, by a majority vote of the Members present at any meeting of the Membership, provided that any such proposed amendment shall have been filed in writing with the Secretary at least 30 days prior to the meeting. The Secretary shall in writing promptly submit such proposed amendment to the Board of Directors. The Board of Directors shall submit in writing its recommendation for approval or disapproval of such proposed amendment to the Membership prior to the meeting. The Board of Directors of its own volition may propose amendments to the Articles of Incorporation for consideration by the Membership.

ARTICLE IX. MISCELLANEOUS PROVISIONS

SECTION 1. CORPORATE SEAL. The official seal of the Association shall have inscribed thereon the name of the Association and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing or causing to be printed, engraved, stamped or otherwise made, placed or affixed upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said official seal.

SECTION 2. CONFLICTING INTERESTS/CONFLICT OF INTEREST POLICY. The Association shall adopt a Conflict of Interest Policy requiring its Directors, Officers and Members to disclose situations and the material facts where they, or their family or business associates, have an interest that could be an impediment to the loyalty of that Director, Officer or Member to the Association, and requiring the good faith determination by a majority of the disinterested decision-makers as to fairness of the proposed transaction or contract to the Association and whether that conflicted person can participate in the consideration or vote on the matter. The Association’s Conflict of Interest Policy is shown at Exhibit A attached and made a part of these Bylaws.

Exhibit A to the Bylaws

DEPARTMENT OF ENERGY CONTRACTOR ATTORNEYS ASSOCIATION

CONFLICT OF INTEREST POLICY

The members of the Board of Directors, principal Officers and members of committees (“Association Leaders”) with Board-delegated powers owe duties of care, loyalty and obedience to the Association.

To identify and resolve conflicts of interest, any such Association Leaders shall disclose to the Board situations or areas in which they have – either directly or indirectly, through business, professional activity, investment or family – an actual or potential ownership, investment, competitive or compensation interest regarding a matter before the Board.

The unconflicted Association Leaders shall determine the extent to which the conflicted Leader may participate in any discussion, and whether that person may vote on the matter. Before entering into any such transaction or arrangement, the Association shall determine whether it is fair, reasonable and in the best interests of the Association.