CONSTITUTION OF THE
BOARDS OF CONTRACT APPEALS
BAR ASSOCIATION

as unanimously adopted by
the organizers
at the
ORGANIZATIONAL MEETING of DECEMBER 19, 1988
Hyatt Regency-Crystal City Hotel
Alexandria, Virginia
submitted by John W. Chierichella
Ronald A. Kienlen, Secretary Pro Tem

ARTICLE I.
Name and Purpose

Section 1.1. Name. The name of this association is the Boards of Contract Appeals Bar Association (hereinafter "Association").

Section 1.2. Purposes. The purposes of this Association are as follows:

(1) To support and improve the administration of Justice in the Boards of Contract Appeals of the Federal Government,

(2) To improve the proficiency and promote the highest standards of integrity and ethics in the practice of law before the Boards of Contract Appeals,

(3) To promote improved communication between and among practitioners before the Boards of Contract Appeals and the Judges of the Boards of Contract Appeals,

(4) To provide, support and facilitate continuing legal education in government contract law and in practice before the Boards of Contract Appeals, and

(5) To undertake such activities as are appropriate to enhance the effectiveness of the Boards of Contract Appeals.

Section 1.3. Political Activity.

No part of the activities of the Association shall consist of the participation or intervention in a political campaign on behalf of any candidate for elected public office.

ARTICLE II.
Membership

Section 2.1. Eligibility. Membership shall be open to attorneys admitted to practice, and in good standing, before the highest court of any State or of the District of Columbia.

Section 2.2. Termination of Membership. The membership of a member shall automatically be terminated upon the member's resignation from, or default in payment of dues to, this Association or upon the disbarment or suspension of a member by a court of the United States or of any State, Territory or possession of the United States.

Section 2.3. Honorary Associates. The Judges of the Boards of Contract Appeals and such others as the Board of Governors designates may be honorary associates of the Association, provided, however, that nothing herein shall preclude any honorary associate from application and acceptance as voting members of the Association in accordance with the Bylaws of the Association.

ARTICLE III.
Association Meetings

Section 3.1. Meetings. An annual meeting of the Association shall be held at a date, time and place selected by the Board of Governors. The Association may hold such other regular or special meetings as the Board of Governors may prescribe.

Section 3.2. Voting. Where a vote of the Association membership is required or desired, voting may be at an Association meeting or by mail, as determined by the Board of Governors.

ARTICLE IV.
Board of Governors

Section 4.1. Powers and Functions. The Board of Governors shall formulate policy for and administer the affairs of the Association. It shall have all the powers necessary or incidental to performing those functions. It shall supervise and direct the officers, committees, employees and agents of the Association. It may adopt rules consistent with the Constitution and Bylaws.

Section 4.2. Composition. The Board of Governors shall consist of fourteen persons, including four officers (President, President-Elect, Treasurer, and Secretary), the immediate Past President and nine governors at large. In addition, Past Presidents of the Association other than the Immediate Past President shall be members of the Board of Governors without voting rights.

Section 4.3. Eligibility. Any member of the Association is eligible for election to the Board of Governors. There shall be a Nominating Committee of at least five members appointed by the President, with the advice and consent of the Board of Governors, and the Nominating Committee shall designate a slate of candidates for President (with respect to the first election), President-Elect, Secretary, Treasurer and vacancies on the Board of Governors for the next year. No member of the Nominating Committee in a given year shall be designated by that Nominating Committee as a candidate. In arriving at a slate of candidates, the Nominating Committee shall consider the capability of potential candidates in carrying out the purposes of the Association and the past activity of potential candidates in the Association with a view toward achieving a Board of Governors that is reasonably representative of the practice before the Boards of Contract Appeals and, to the extent consistent with that goal, reasonably geographically representative of the Association membership. Any member of the Association not nominated by the Nominating Committee may be nominated, with permission of the nominee, upon petition signed by 15 percent (15%) of the members of the Association.

Section 4.4. Term. The term of a governor at large shall be three years, except that for the election of the first Board of Governors pursuant to Article XI of the Constitution, three governors at large will serve for one year, three governors at large will serve for two years, and three governors at large will serve for three years. The term of an officer shall be one year. No governor at large shall be elected for a second consecutive three year term as governor at large, except that governors at large elected to the first Board of Governors pursuant to Article XI of the Constitution for one or two year terms may be elected for a consecutive full three-year term. An officer may be elected to serve as a governor at large immediately upon completion of his or her term as an officer unless he or she has already served at least three consecutive years on the Board of Governors. After a lapse of one year, an officer or governor at large otherwise precluded from serving on the Board of Governors pursuant to this Section may be elected to the Board of Governors.

Section 4.5. Election. The Board of Governors shall be elected by the Association membership. Reasonable advance notice of the date, time and place of the election and the names of the nominees shall be given. Only those persons nominated by the Nominating Committee or placed in nomination by a petition as prescribed in Section 4.3 shall be eligible for election.

Section 4.6. Vacancies. A vacancy in a position on the Board of Governors shall be filled for the unexpired term by a person selected by the Board of Governors, except that if the Office of President becomes vacant, the President-Elect shall fill the unexpired term.

Section 4.7. Meeting. An annual meeting of the Board of Governors shall be held in conjunction with the annual meeting of the Association at a date, time and place selected by the President. Special meetings of the Board of Governors may be held on call of the President or at the request of three or more members of the Board of Governors. A quorum at a meeting of the Board of Governors is a majority of the members of the Board of Governors.

Section 4.8. Committees of the Board. The Board of Governors may establish such committees as it considers desirable to further the accomplishment of its function.

ARTICLE V.
Committees

Section 5. Committees of the Association. Committees of the Association may be created as provided in the Bylaws to carry on the work of the Association and to promote its purposes.

ARTICLE VI.
Emolument

Section 6. Emolument. The members of the Board of Governors, including the officers, and committee members shall not receive compensation for their service. Their reasonable expenses directly incident to the carrying out of their duties may be reimbursed in accordance with policies adopted by the Board of Governors.

ARTICLE VII.
Indemnification

Section 7.1. Indemnification. The Association shall indemnify all governors, officers, committee members, employees and agents of the Association, and the heirs and legal representatives of such persons, insofar as any such governor, officer, employee, committee member or agent, or his or her legal representatives, is made, or is threatened to be made, a party to any action, suit or proceeding arising out of his or her position.

Section 7.2. Insurance. The Board of Governors may authorize, by a vote of the majority of the full Board of Governors, the Association to purchase and maintain insurance on behalf of any person who is or was a governor, officer, committee member, employee or agent of the Association, or is or was serving at the request of the Association as a governor, officer, committee member, employee or agent of another association, and any others whom the Board of Governors may designate, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her position.

ARTICLE VIII.
The ByLaws

Section 8.1. Adoption and Amendment. The Board of Governors shall adopt Bylaws not inconsistent with the Constitution to further the administration of the Association. The Bylaws may be amended by a vote of a majority of the members of the Association voting on the proposed amendment. Any proposed amendment shall be signed by a minimum of six (6) members of the Association and shall be sent to the Secretary, who shall give at least thirty days' notice of the substance of the proposed amendment to the members of the Association. Unless otherwise provided, an amendment is effective upon adoption.

Section 8.2. Correction. Upon the adoption of an amendment to the Bylaws, the Secretary may correct punctuation, grammar or numbering where appropriate in the Bylaws, if such correction does not alter the meaning of the amendment.

ARTICLE IX
Amendment of the Constitution

Section 9.1. Amendment.

(a) The Constitution may be amended by a two-thirds vote of the members of the Association voting on the proposed amendment.

(b) An amendment to the Constitution may be proposed (1) by two-thirds vote of the members of the Board of Governors present at any regular or special meeting of the Board of Governors, or (2) through a proposal sponsored in writing by one hundred members of the Association.

(c) At least thirty days' notice of such proposed amendment shall be given to the members before voting on the proposed amendment.

Section 9.2. Correction. Upon the adoption of an amendment to the Constitution, the Secretary may correct punctuation, grammar or numbering where appropriate in the Constitution, if the correction does not change the meaning of the amendment, and the Secretary may make conforming changes in the Bylaws.

ARTICLE X.
Property and Dissolution

Section 10.1. Property. The interest of the members in the property of the Association is limited to its use for Association purposes.

Section 10.2. Net Earnings. No part of the net income of the Association shall inure to the benefit of any member, officer, member of the Board of Governors or private individual.

Section 10.3. Dissolution. If the Association is dissolved, all its property not needed for the payment of debts and expenses shall be transferred and conveyed to one or more organizations that engage in activities of the legal profession and that qualify for exemption under Section 501(c) of the Internal Revenue Code of 1986 or similar successor statute. The Board of Governors shall select the organizations to which such transfer or conveyance is made and shall determine how the property is apportioned between them. In the absence of such a selection or determination by the Board of Governors, it may be made by a court of competent jurisdiction.

ARTICLE XI.
Organizational Provisions

Section 11.1. Organization of the Association. Notwithstanding the foregoing provisions of the Constitution the organization and initial operation of the Association shall be as follows:

(a) The Organizers of the Association (previously referred to as the "Steering Committee") shall be deemed members of the Association immediately upon adoption of the Constitution and Bylaws, but shall comply with the formal requirements for membership as set forth in the Constitution and Bylaws within ninety (90) days of the date of adoption of the Constitution and Bylaws.

(b) A nominating committee of the Organizers shall submit a slate of candidates for the first Board of Governors, including officers, of the Association to the Organizers. These candidates may include members of the Nominating Committee.

(c) The election of the first Board of Governors shall take place at the meeting scheduled for the adoption of the Constitution and Bylaws. Election shall be by majority of those Organizers attending the meeting. The elected officers and those other members of the Board of Governors elected for one-year terms shall serve from the date of election until October 31, 1989, those members of the Board of Governors elected for two-year terms shall serve until October 31, 1990, and those members of the Board of Governors elected for three-year terms shall serve until October 31, 1991.

ARTICLE XII.
Effective Date

Section 12.1. The Constitution shall be effective as of the date of adoption by the Organizers of the Association, and all activities of the Association thereafter shall be in accordance with the Constitution.


BYLAWS OF THE
BOARDS OF CONTRACT APPEALS
BAR ASSOCIATION

ARTICLE I.
Members and Associates

Section 1.1. Application for Membership. Any eligible person may file with the Secretary an application for membership in the Association in the form prescribed by the Board of Governors along with the requisite dues. The Board of Governors may require the applicant to furnish additional information and may otherwise inquire into his or her qualifications. A willful and material misstatement by the applicant is cause for rejecting the application or, if he or she has been elected to membership, for expelling the member. Unless the Board of Governors rejects the application for membership at the next meeting of the Board of Governors, the application will be deemed approved. In the interim between application for membership and the next meeting of the Board of Governors, the applicant shall be treated as though he or she is a member of the Association.

Section 1.2. Dues. A member of the Association shall pay dues in the amount prescribed from time to time by the Board of Governors. Honorary associates as defined in Section 2.3 of the Constitution shall pay no dues. Membership shall include the member's annual subscription to the Association's publications.

Section 1.3. Default in Payment of Dues. A person whose dues are six months in default ceases to be a member of the Association.

Section 1.4. Reinstatement of Members. A person whose membership has terminated may be reinstated only upon a new application as prescribed in Section 1.1.

ARTICLE II.
Reports and Recommendations

Section 2.1. Association Action. A report or recommendation of a committee becomes the action of the Association only so far as it is approved by the Board of Governors.

Section 2.2. Distribution of Reports. A report or recommendation of a committee may not be released to the public before consideration and approval by the Board of Governors.

Section 2.3. Restrictive Statement. Before approval by the Board of Governors, any material containing a report, recommendation or proposal must prominently state at the outset that it represents the opinion of the committee making the report rather than the position of the Association.

ARTICLE III.
Representation of the Association

Section 3.1. Representation. The President or a person expressly designated by the President shall express the policy of the Association as determined by the Board of Governors. No other member, agent or employee of the Association may represent the Association or a committee of the Association before a legislative body, court or governmental agency, unless specifically authorized by the Board of Governors.

Section 3.2. Personal Views of Members. Any member who, when making a public statement, is identified an having an official connection with the Association or one of its committees, shall, if the policy of the Association on the subject matter of the statement has been determined by the Board of Governors, fairly state that policy and, if such member expresses views at variance with it, clearly identify the variance as the personal views of the member only. If there has not been, or if the member has no knowledge of, any such policy determination, the member shall nevertheless identify the member's statements as the member's personal views.

ARTICLE IV.
Finances

Section 4.1. Authority to Incur Expense. The Board of Governors shall formulate and administer Association policy respecting authorized expenditures and procedures for reimbursement.

Section 4.2. Payment of Authorized Expenses. The Treasurer shall disburse all funds but may pay only expenses authorized by the Board of Governors that are within budget appropriation. The bank account of the Association shall be maintained at a financial institution in Washington, D.C. Any withdrawal of funds by check or cash shall be signed by the Treasurer and/or by such other person or persons as may be designated by the Board of Governors.

Section 4.3. Expenses at Meeting. A member of the Association may not be reimbursed from Association funds for travel or other expenses incurred in attending a meeting of members.

Section 4.4. Financial Liability. The financial liability of the Association to any committee is limited to the funds credited to it on the financial record of the Association and the liability ceases upon the Treasurer's payment of that amount. If a committee, or one of its members, incurs a liability that is greater than the funds so credited, the liability is the obligation of each person responsible for incurring or authorizing the liability.

Section 4.5. Insurance Coverage.

(a) The Treasurer of the Association shall be bonded in an amount deemed appropriate by the Board of Governors.

(b) The Association shall carry such insurance as the Board of Governors deems appropriate.

ARTICLE V.
Duties of Officers

Section 5.1. President. The President shall preside at the meetings of the Association and of the Board of Governors. The President shall appoint the chairperson and members of each committee of the Association and of the Board of Governors.

Section 5.2. President-Elect. The President-Elect shall perform such duties as the President may assign and, except as otherwise provided, the duties of the President when the President is disabled from performing the duties of President or absent from any meeting of the Association or the Board of Governors. The President-Elect shall automatically succeed to the position of President at the next installation of officers.

Section 5.3. Secretary. The Secretary shall:

(1)  keep the respective minutes and records of the Association and the Board of Governors;

(2)  receive, certify and publish nominations of officers and governors at large, and supervise their election;

(3)  receive and keep as the property of the Association all papers, addresses and reports to the Association or the Board of Governors; and

(4)  give notice, when notice is required to be given, to the Board of Governors and/or the members of the Association.

Section 5.4. Treasurer. The Treasurer shall supervise the safekeeping of the funds and investments of the Association and shall report periodically on the financial condition of the Association to the Board of Governors. The Treasurer's annual report shall be submitted for examination and audit by a certified public accountant designated by the President.

Section 5.5. Administrative Officer. Any administrative officer appointed by the Board of Governors shall administer the staff and facilities of the Association subject to the direction of the President and the Board of Governors.

ARTICLE VI.
Committees

Section 6.1. General Duties. A committee shall carry out its duties to the extent and in the manner authorized by the Board of Governors.

Section 6.2. Appointment. Unless the resolution creating the committee provides otherwise:

(1)  appointments to a committee, including the annual appointment of its chairperson, shall be made by the President.

(2)  if the chairperson or a member on a committee resigns, dies or becomes ineligible, the President shall appoint a successor for the unexpired term.

Section 6.3. Standing Committees. Standing Committees shall investigate and study continuing or recurring matters relating to the purposes or business of the Association.

ARTICLE VII.
Election of the Board of Governors and Voting

Section 7.1. Majority Vote. In any election of the Board of Governors or in any other matter on which the membership shall vote, the Board of Governors shall determine the manner in which such voting shall be conducted. Except as otherwise provided in the Constitution of the Association, a majority of those voting shall be required. A quorum shall be 5% of the Association membership or fifty members of the Association, whichever is less.

Section 7.2. Ballot. If the Board of Governors determines that an election or voting by the members of the Association shall be conducted by mail, a written ballot shall be mailed by the Secretary, or the Secretary's designee, to each member in good standing of the Association along with a return envelope, another envelope marked "Ballot Only" and a separate certificate bearing a space for the signature and the address of the member voting. Such material shall be mailed no less than thirty days before the election or vote for which the ballot is sent. Each member of the Association shall, within the time specified in the notice accompanying the ballot, complete and return the member's ballot in the envelope marked "Ballot Only" and shall accompany it in the returned envelope (but not in the "Ballot Only" envelope) with the signature and address form completed by the member. As soon as practicable after the return date specified in the notice, the Secretary, or the Secretary's designee, in the presence of three impartial canvassers appointed by the President, shall canvass those ballots which have been resolved by the Secretary, by 5:00 p.m. on the day specified in the Secretary's notice, and tabulate the results of the election or the vote.

ARTICLE VIII.
Calendar Year

Section 8. Calendar Year. The Association shall have a calendar year.