BYLAWS OF THE ANTITRUST LAW SECTION

(Amended as of January 31, 2008)

ARTICLE I

Name and Purpose

Section 1.        This Section shall be known as the Antitrust Law Section (the “Section”) of the New York State Bar Association (“the Association”).

Section 2.        The purpose of this Section shall be to bring together such members of the Association as are interested in antitrust law, to educate and promote the interests of the public and the Bar in the area of antitrust law and to review and, where appropriate, comment upon pending antitrust legislation and regulations.

ARTICLE II

Membership

Section 1.        Any member of the Association shall be eligible for membership in the Section, and shall be enrolled as a member of the Section upon application to the Association and payment of such annual dues as shall be determined by the Executive Committee of the Section pursuant to Article VII, Section 3.

ARTICLE III

Executive Committee and Officers

Section 1.        Members of the Section, at the Annual Meeting of the Section, shall elect an Executive Committee.  The number of members of the Executive Committee shall be fixed by the Nominating Committee based on the best interests of the Section, subject to the approval of the current Executive Committee, but shall not be fewer than nine members.

Section 2.        Members of the Section, at the Annual Meeting of the Section, shall elect four officers:  the Chair, Vice-Chair, Secretary and Financial Officer.

Section 3.        (a)  All members of the Executive Committee shall serve terms of two years except when an individual is elected to fill a vacancy.  Members of the Executive Committee shall be elected in classes whose terms commence in alternate years.  (b)  The Chair, Vice-Chair and Secretary shall serve terms not to exceed two years.  The Executive Committee shall determine whether terms shall be for one year or two years, whether an individual is nominated for election or to fill a vacancy in any of the named offices.  (c)   The Financial Officer shall serve a term not to exceed three years, and may be re-elected to the office for as many terms as the Executive Committee may determine.  (d)  All terms of office shall commence at the close of the Annual Meeting of the Section at which the Executive Committee and officers are elected and continue until their successors are elected, except that the term of an officer elected to fill a vacancy shall commence on the date of election.

ARTICLE IV

Nominations of Officers

Section 1.        Prior to each Annual Meeting of the Section, the Chair shall appoint a Nominating Committee of not fewer than three members of the Section, which committee shall make and report nominations to the Section for the offices of Chair, Vice-Chair, Secretary, and in appropriate years, Financial Officer, and members of the Executive Committee.  Other nominations for the same offices may be made from the floor.

ARTICLE V

Meetings and Governance

Section 1.        The Annual Meeting of the Section shall be held at a time and place designated by the Executive Committee during the week in which the Annual Meeting of the Association is held.

Section 2.        The Executive Committee shall meet on a regular basis throughout the year on a schedule that it shall determine.  The Executive Committee may take action on behalf of the Section, subject to Article VII, Section 1.

Section 3.        (a)  The members of the Section present at any meetings of the Section shall constitute a quorum for the transaction of business.  (b)  A quorum of the Executive Committee shall consist of fifteen (15) members, unless the total number of members of the Executive Committee is less than fifteen (15), in which case a quorum shall consist of half the number of members, or if there is an odd number of members of the Executive Committee, the next largest whole number.

Section 4.        All binding actions of the Section shall be by a majority vote of the members present, if at an Annual Meeting, or of the Executive Committee present, if at a meeting of the Executive Committee.

ARTICLE VI

Committees

Section 1.        The Executive Committee shall establish such committees of the Section as it determines to be useful to carry out the business of the Section, including but not limited to the committees identified in Section 2 of this Article.  Membership on committees shall be open to all members of the Section in good standing.

Section 2.        In addition to the Nominating Committee, there shall be the following committees:  Membership and Diversity, Finance, Annual Meeting, Programs, Publications, and Awards.

ARTICLE VII

Miscellaneous Provisions

Section 1.        Any action taken by the Section must be approved by the Association before the same is given publicity or becomes effective as the action of the Association.

Section 2.        These bylaws shall become effective upon adoption by the members of the Association who may be in attendance at the first meeting of the Section, and upon approval by the House of Delegates of the Association.

Section 3.        The Executive Committee of the Section shall fix dues for membership in the Section, subject to approval by the Association’s Finance Committee.  Dues shall be payable to the Association’s Treasurer, to be held by the Association’s Treasurer for the use and purposes of the Section.

Section 4.        These bylaws may be amended by any Annual Meeting of the Section by a majority vote of the members of the Section present, provided that no amendment shall be effective until approved by the Executive Committee of the Association.