Membership Information

The following is a brief summary of certain terms and provisions governing membership in the corporation. This summary does not purport to be complete and is qualified entirely by reference to the corporation's Articles of Incorporation and By-Laws, and by reference to the Georgia Nonprofit Corporation Code.

VOTING RIGHTS

Each member shall be entitled to one vote for each membership unit held by such member. Voting rights are exercisable only as to the election of Directors of the Corporation and are not cumulative. Directors are elected at the annual meeting of the membership.

MEETINGS

The annual meeting of the membership shall be held in Atlanta during the month of March.

DIVIDENDS AND DISSOLUTION PROCEEDS

No dividends and no distribution upon dissolution or liquidation shall be paid, and no part of the income or profit of the Corporation shall be distributed, to its members, Directors, or officers. The Corporation may pay compensation in a reasonable amount to its members, Directors, or Officers for services rendered and may confer benefits upon its members in conformity with its purposes. If the Corporation should be dissolved, and dissolution proceeds, after payment of debts and obligations of the Corporation, shall be distributed to the Georgia Bar Foundation.

PRE-EMPTIVE RIGHTS

Members are not entitled to any pre-emptive or other subscription rights.

RESTRICTION OF TRANSFER

In order to maintain control of the Corporation by lawyers who are members of the State Bar of Georgia and who are interested in perpetuating the purposes of the Corporation, memberships shall not be transferable without the prior approval of the Board of Directors.