ARTICLES OF ORGANIZATION

ST.THOMAS MORE LAWYERS SOCIETY OF WISCONSIN

ARTICLE I. NAME

The name and title of this Organization is “St. Thomas More Lawyers Society of Wisconsin" ("Society").

ARTICLE II.PURPOSE

Consistent with the canon law and official teachings of the Roman Catholic Church, the purposes of the Society are:

1. To foster in its members and in lawyers generally the high standards of ethics and professional responsibility exemplified by its patron, St. Thomas More (born February 6, 1478, martyred, July 6, 1535), who as aservant of God, family man, lawyer, statesman and public servant showedlawyers and lay people how rightly to order their lives.
2. To inculcate in its members and in the public generally a deeperunderstanding of their dependence upon Almighty God as the source ofall humanrights.
3. To promote the study and application of theology, philosophy and jurisprudence to the end thatthe system of law may better apply eternal truths to the solution ofeveryday legal problems.
4. To sponsor the annual Lawyers’ Red Mass and First Friday Masses throughout the year andotherwise to invoke God’s blessing upon the legal profession andpersons in government.
5. To promote the spiritual andmoral welfare of its members.

ARTICLE III. MEMBERSHIP

SECTION 1.

Membership is subject to the approval of the Board of Governors ("Board")and consists of the following classes:

1. Any lawyer or law student who subscribes to and is dedicated to thepurposes of the Society and pays dues for the current Membership Yearor who paid dues for the prior Membership Year.
2. Anyother person to whom the Board grants other membership status uponterms and conditions consistent with the purposes of the Society.

SECTION2. VOTING RIGHTS.

Each Member shall be entitled to one (1) vote.

ARTICLE IV. MEETINGS

SECTION 1. ANNUAL MEETING OF MEMBERS.

An annual meeting of the Members shall be held at a time and place designated by the Board or theExecutive Committee for the purpose of electing Officers and Governors, and for the transaction of such other business as may come before the meeting. A notice of the annual meeting shall be sent to theMembers at least ten (10) days prior thereto.

SECTION 2. BOARD OF GOVERNORS MEETINGS.

The Board shall meet at least twice a year. The President or a majority of the Boardmay call a meeting of the Board to be convened on not lessthan five (5) days notice at a time and place designated bythe President.

SECTION 3. EXECUTIVECOMMITTEE MEETINGS.

The Executive Committee shallmeet periodically at a time and place to be determined by the President.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the Members of the Society may be called by either the President or the Board.Written notice stating the date, time and place of any specialmeeting of Members shall be sent to each Member entitled to vote at such meeting not less than five (5) days nor more than forty(40) days prior to the date of said meeting at the directionof the President or the Board. The purpose or purposes forwhich the meeting is called shall be stated in the notice.

SECTION 5. QUORUM.

1. The presence of a majority ofthe members of the Executive Committee constitutes a quorum for ameeting of the Executive Committee.
2. The presence ofa majority of the members of the Board constitutes a quorum for meetingof the Board or of the Members.

ARTICLE V. BOARD OF GOVERNORS

SECTION 1. COMPOSITION OF THEBOARD.

The Board shall be composed of the Officers, the elected Governors, the Chaplain(s), and the immediate pastpresident. Each member of the Board is entitled to one (1)vote at any meeting of the Board. Voting by proxy is notpermitted.

SECTION 2. POWERS.

The Board shall supervise and direct the affairs of the Society and shall be responsible for compliance with these Articles. It shallcontrol and manage the property of the Society with the powerto appropriate funds as determined by these Articles. It shallfill all vacancies occurring on the Board with the person selected to serve as a Governor until the next meeting of the Membersof the Society. It has full power to act for the Society incarrying out the objects and purposes for which the Society isformed.

SECTION 3. ELECTION.

At each annual meeting there shall be elected (i) not less than three(3) nor more than five (5) Members of the Society to serve as Governors for a period of three (3) years and (ii) one or more Members of the Societyto serve the balance of any term of any Governor (other thanan Officer or Chaplain) who shall have resigned or beenremoved from office. The number of elected Governors shall not at any time exceed fifteen (15). No Governor shall be eligible to servefor more than two (2) consecutive full terms, and afterserving two (2) consecutive full terms such person shall notbe eligible to be reelected a Governor until not less than twenty- three (23) months shall have passed since the expiration of such person'slast term as a Governor. This provision will not prevent aGovernor from being elected an Officer and thereby continuingto serve on the Board or resuming service on the Board priorto expiration of such 23-month period.

SECTION 4. ABSENCE.

In the event of the unexcused absence of an Officer or Governor (other than a Chaplain) from three (3)consecutive meetings of the Board, the Board may remove suchGovernor from the Board or from the Office such person may hold as the case may be. The Board may fill the vacancy thus causedwith the person selected to serve until the next annualmeeting.

SECTION 5. CHAPLAIN(S).

One or more Roman Catholic Priests, appointed by His Excellency theArchbishop of Milwaukee and approved by the Board, shall serve as the Society's Chaplain(s). A Chaplain shall serve as a Governor and shallbe entitled to vote on all matters coming before the Board.

SECTION 6. CHAIRMAN.

The President of the Society or in the President’s absence the President-Elect shall act as Chairmanof the Board, presiding at all meetings and performing such other dutiesas may be fixed by these Articles or by resolution of the Board.

ARTICLE VI. OFFICERS

SECTION 1. OFFICERS.

The Officers of the Society are the President, President- Elect, Treasurer, and Secretary. No two (2) offices may be held by the sameperson.

SECTION 2. ELECTION AND TERM OFOFFICE.

The Officers of the Society shall be elected by the Members at the annual meeting, and each Officer shallserve until such person's successor shall be duly elected oruntil the Officer's prior resignation or removal. If theelection is not held at the annual meeting, it shall be held as soon thereafteras convenient. Any vacancy in an Officer position may be filled for the balance of the term at any meeting of the Board. No one shall be electedPresident for more than two (2) successive terms.

SECTION 3. REMOVAL.

Any Officer may be removed by a two-thirds vote of the Board whenever in its judgment the best interests ofthe Society would be served thereby.

SECTION 4. PRESIDENT.

The President shall be the principal officer of the Society and, subject to the direction of the Board,shall administer all of the business of the Society andperform such other duties as may be prescribed by the Board. The Presidentshall preside at all Board meetings and all meetings of the Members.

SECTION 5. PRESIDENT-ELECT.

In the absence of the President or in the event of his or her inability or refusal to act, thePresident-Elect shall perform the duties of the President. ThePresident-Elect shall also perform such other duties as may be assignedby the President or the Board.

SECTION 6. TREASURER.

The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Society, receive and givereceipts for money due and payable to the Society from anysource, and deposit all such monies, in the name of theSociety in such depositories as shall be designated by the Board and keep a register of the names and post office address of each Memberof the Society. In general, the Treasurer shall perform allthe duties incident to the office of Treasurer, includingpayment of all bills and periodically providing the Board with an accounting of the Society's finances, and shall perform such otherduties as may be assigned by the President or the Board.

SECTION 7. SECRETARY.

The Secretary shall keep the minutes of the Board, Executive Committee and Annual meetings, seeing thatall notices are duly given in accord with the provisions ofthese Articles or as required by law and shall be custodian of the records of the Society. In general, the Secretary shall perform allthe duties incident to the office of Secretary and such otherduties as may be assigned by the President or the Board.

ARTICLEVII. COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE.

1. MEMBERSHIP. If so authorized by the Board from time to time, there shall bean Executive Committee consisting of the Officers of the Society, the Immediate Past President, and two (2) other members of the Boardappointed by the President subject to ratification by the Board. ThePresident shall serve as Chairman of the Executive Committee.
2. SCOPE OF AUTHORITY. The Executive Committee shall have the power to handle all administrative functions which may arise between regular meetings of the Board and to perform such other functions as may be provided inthese Articles. All executory actions of this committee shall besubject to ratification by the Board.

SECTION 2. NOMINATING COMMITTEE.

Not less than twenty (20) days prior to the date of each annual meeting, the President shallappoint a Nominating Committee of not less than three (3) normore than five (5) Members of the Society. The NominatingCommittee shall select a nominee for each office and for Governors to be elected at the annual meeting as provided in Article V, Section 3. The list ofnominees for each office and for the Board as selected by theNominating Committee shall be submitted to the Members of theSociety at the annual meeting. This list shall be included inthe notice for the annual meeting. Ten (10) or more Members entitled to vote at the annual meeting may nominate other candidates for any office orfor the position of Governor. Said nominations shall be inwriting signed by the nominators and shall be filed with theSecretary of the Society at or prior to the annual meeting. When any nominations are filed with the Secretary in accord with theprovisions of this Article, the Secretary shall forthwithpresent said slate of nominees to the meeting of the Membersimmediately after the list of candidates selected by the Nominating Committeehas been submitted to the meeting.

SECTION 3. OTHERCOMMITTEES.

The President may from time to time appoint such other committees as may be necessary to carry on the work of theSociety. The President shall appoint the Chairman of therespective committees. At least one member of the Board shallserve on each such committee and the committees shall exercise authority only to the extent provided by the President or by resolutionof the Board. A majority of the members of a committee presentat any meeting shall constitute a quorum.

ARTICLE VIII. BOOKS AND RECORDS

The Society shall keep books and records of account and shall also keep minutes of the proceedings of its Members, the Board, the Executive Committee and suchother records as the Board may designate, and shall keep arecord of the names and addresses of the Members entitled tovote. All books and records of the Society may be inspected byany Member or Member's agent or attorney upon reasonable advancewritten notice.

ARTICLE IX. DUES

SECTION 1. ANNUAL DUES.

The Board shall determine the amount of annual membership dues. Annual dues for law students may bereduced by a majority vote of the Board. The Membership Yearfor which annual dues are payable is the period of October 1to September 30.

SECTION 2. PAYMENT OF DUES.

Annual dues for a Membership Year shall be payable in advance on orbefore the first day of October of such Membership Year unlessthe Board determines otherwise; dues for a Membership Year paid after October1 shall entitle the person to membership through the end of such MembershipYear and, as provided in Article III, Section 1, a person who pays dues for a Membership Year shall continue as a Member until the end of thesucceeding Membership Year.

SECTION 3.DEFAULT AND TERMINATION OF MEMBERSHIP.

When a Member shall be in default in the payment of dues for an entire Membership Year, hisor her membership shall terminated at the end of suchMembership Year.

ARTICLE X. RULES FOR MEETINGS

All meetings of the Members, the Board, and any committee authorized herein shall be conducted in accord with these Articles.

ARTICLE XI. AMENDMENTS TO ARTICLES

These Articles may be amended or repealed and new Articles adopted by a majority of the Board.

ARTICLE XII. BY-LAWS

The Board, by a majority vote of those present at any meeting of the Board, may adopt By-Laws for the Societywhich are not inconsistent with these Articles of Organization.