The Institute's purposes are as stated in its Certificate of Incorporation:

The particular business and objects of the society are educational, and are to promote the clarification and simplification of the law and its better adaptation to social needs, to secure the better administration of justice, and to encourage and carry on scholarly and scientific legal work.

The Institute shall be operated exclusively for these purposes. It shall not be operated for profit, and no part of its assets or net earnings shall inure to the benefit of any member or private individual.

No part of the activities of the Institute shall be carrying on propaganda, or otherwise attempting to influence legislation other than through making available the results of nonpartisan analysis, study, or research. But the Institute may appear before, or communicate with, any legislative body with respect to a possible decision of such body that might affect the existence of the Institute, its powers and duties, its tax-exempt status, or the deduction of contributions to it. The Institute shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office.

The Institute's membership consists of the members in good standing at the close of the annual meeting in May 1994. New members of all classes may be elected by the Council in accordance with qualifications and procedures it prescribes, subject to these Bylaws.

The membership is to be composed primarily of elected members, the number of whom the Council may fix from time to time with the approval of the membership. The Council may establish the qualifications and privileges of additional classes of membership.

Any change in the dues structure, as set out in the Council Rules, requires approval by the membership.

The Council may provide for terminating membership or reclassifying members who fail to participate in the work of the Institute during three consecutive years, or who have defaulted on their dues, or for any other good cause as determined by the Council.

The standing Committee on Membership consists of at least five members of the Council who are appointed annually by the President. The Council prescribes this Committee's duties and authority.

To become an elected member, a person must be proposed in writing by a member, seconded in writing by two members, and recommended by the Committee on Membership. The Council may impose additional membership requirements.

The Council shall fix a time and place for an annual meeting of members. Notice of this meeting is to be sent to the members at least 30 days beforehand. The Council may call additional or special meetings of members with at least 30 days' written notice.

A quorum for any session of a meeting of the members is established by registration during the meeting of one-fifth of the voting members.

The Council may authorize concurrent sessions to consider different matters.

A majority vote of members voting on any question during any meeting or session is effective as action of the membership.

The Council manages the affairs of the Institute, including the investment and disposition of its funds and other property. The Council is authorized to make rules not inconsistent with the Bylaws.

Without limitation upon the generality of that authority, the Council has the power:

A. To determine projects, programs, and activities to be undertaken by the Institute, either alone or jointly with other organizations, including government agencies;

B. To accept gifts, grants, and contributions with or without condition;

C. To sell, lease, or otherwise dispose of any Institute property, to invest its property in real estate, stocks, bonds, loans, or other securities, as it considers advisable, and to employ agents and advisers and appoint trustees or others to manage or give advice on the Institute's investments;

D. To provide that securities and other property of the Institute be registered or held in the name of agents, trustees, or nominees;

E. To deposit funds in one or more banks;

F. To make contracts and commitments and to establish insurance, pension, deferred-compensation, and other benefit plans;

G. To appoint agents, employ professional and other personnel, and prescribe their duties and authority; and

H. To disburse Institute funds.

The members of the Council are elected from the Institute's membership by the members at annual meetings. The Council consists of at least 42 members who are divided into three classes as nearly equal in number as possible. The terms of each class end at the annual meetings of the Institute at intervals of three years beginning in 1980. The term of each Council member is nine years.

The Council may, from time to time, increase the number of Council members above 42 by any number up to the number of members who have reached 70 years of age. The Council determines the existing classes to which these additional members are to be assigned. In no event may a member be elected to the Council if, as a result, the total number of members of the Council would exceed 42 plus the number of members who have reached 70 years of age.

The Council may temporarily fill a vacancy in its membership until the next annual meeting, when the Institute members may fill the vacancy for the unexpired term.

No member of the Council may receive any compensation from the Institute.

The Council may create an Executive Committee of Council members and provide it with designated Council authority and powers, except as to matters that these Bylaws require to be approved by a majority of the Council.

The Council may appoint or authorize the appointment of other committees and prescribe their duties and authority. The President may designate Council members to attend a meeting of the Executive Committee, and may designate Institute members to attend meetings of other committees in place of regular committee members who are unable to attend.

The Council meets at least once a year.

One-third of the Council members eligible to vote constitutes a quorum for a Council meeting, but one-third need not be present at all times. A majority vote on any question at a duly organized meeting, except when the Bylaws require action by a majority of the Council, is effective as the Council's action.

Any action that may be taken by the Council or any committee at a meeting may be taken without a meeting by written approval of a majority of the Council or of the committee. But the Institute's real property must not be leased, mortgaged, or sold unless authorized by a majority of the Council at a meeting called for the purpose.

The Institute's officers are a president, one or more vice-presidents as the Council determines, a secretary, a treasurer, a director, the chair of the Council (if one has been appointed), and any other officers that the Council designates. Any two or more offices may be held by the same person, except that the president must not also serve as the director or the secretary. The Council elects all officers for fixed terms; they serve, with authority and duties prescribed by the Council, until their successors are qualified.

Publication of any work as representing the Institute's position requires authorization by the membership and approval by the Council. Use of the name of the Institute in connection with other publications may be authorized by the Council without specific approval of their contents by the membership or the Council.

The Council may establish procedures for carrying out the provisions of this Bylaw and has final authority to interpret and apply it.

These Bylaws may be amended by a majority of the members voting on the question at a meeting of members, or -- at the Council's discretion -- by a majority of the members by written ballot.

A proposed amendment may be submitted for a vote of the members of the Institute if recommended by the Council.

A proposed amendment must be submitted for a vote of the members of the Institute no later than the next annual meeting -- subject to Bylaw 7.04 -- if, after it is submitted to the Council in writing by at least 75 elected members of the Institute, both of the following occur:

A. it is not recommended within six months by the Council under Bylaw 7.02; and

B. at least 75 of the original sponsors request that it be submitted for a vote of the members.

Copies of the amendments to be presented at a meeting must be mailed to members at least 30 days before the meeting.