Constitution

(Effective February 25, 1976, as amended through April 14, 2003)

PREAMBLE

To foster a spirit of careful study and to mark in a fitting manner those who have attained
a high grade of scholarship, we do hereby ordain and enact the following.

ARTICLE I

DEFINITIONS

SECTION 1.1. Executive committee and Officers

“Executive Committee” refers to the National Executive Committee. “Officers,” “President,”
“Vice President” and “Secretary-Treasurer” refer to The Order’s National officers.

SECTION 1.2. Internal Revenue Code of 1954

“”Internal Revenue Code of 1954” includes corresponding provisions in subsequent federal
tax legislation.

SECTION 1.3. Coif Triennium

“Coif Triennium” means a three-year period beginning on January 1.

ARTICLE II

NAME AND ORGANIZATION

SECTION 2.1. Name.

The name of this honorary scholastic society is THE ORDER OF THE COIF (hereafter referred
to as The Order.)

SECTION 2.2. General Purpose.

The purpose of The Order is to encourage excellence in legal education by fostering a spirit
of careful study, recognizing those who as law students attained a high grade of scholarship,
and honoring those who as lawyers, judges and teachers attained high distinction for their
scholarly or professional accomplishments.

SECTION 2.3. Chapters.

The Order consists of Chapters existing on the date of adoption of this revised Constitution
and those chartered thereafter in accordance with the provisions of Section 4.1, less Chapters
whose charters have been revoked or surrendered.

SECTION 2.4. National Convention.

Chapters of The Order are federated in a national organization, whose principal office is
located at the Chapter law school with which the Secretary-Treasurer is affiliated. Constituent Chapters assemble in national convention, on call by the Executive Committee
or on petition of 20 percent of the active Chapters. A Chapter may be represented at any
national convention by any number of delegates. Voting is by delegates; however, five delegates may demand that voting be by Chapters. The date and place of national
conventions are determined by the Executive Committee.

SECTION 2.5. Specific Purposes.

The Order is organized and shall be operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. The Order shall not be operated for profit. No part of the net earnings of The Order shall inure to the benefit of or be distributable to its members, officers, members of the Executive Committee or other
private persons, except that The Order may pay reasonable compensation for services rendered. Notwithstanding any other provision of the Constitution, The Order shall carry on no other activities not permitted to be carried on (1) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954.

SECTION 2.6. Distribution of Assets on Dissolution.

Upon the dissolution of The Order, the Executive Committee shall, after paying or making
provision for the payment of all of the liabilities of The Order, dispose of all of the assets
of The Order, exclusively for the purposes of The Order, in such manner or to such organization or organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as the Executive Committee shall determine. Any assets not so disposed of shall be disposed of by the appropriate court of the county in which the principal office of The Order is then located exclusively for such purposes or to such organization or organizations, as the court shall determine, that are organized and operated exclusively for those purposes.

SECTION 2.7. Fiscal Year.

The fiscal year of The Order shall be fixed by the Executive Committee.

ARTICLE III

OFFICERS AND EXECUTIVE COMMITTEE

SECTION. 3.1. Officers.

a) The Officers of The Order are a President, a Vice-President, and a Secretary-Treasurer. These three officers are elected for each Coif triennium and hold office until their successors are duly elected and qualified.

b) The duties of the President are those normally pertaining to the presidency of an organization, including presiding at meetings of the Executive Committee and of national conventions, Providing policy leadership in the affairs of the organization, considering applications for new Chapters, naming the Nominating Committee for triennial elections, representing The Order in relations with educational and other organizations, and such other duties as may be assigned by the Executive Committee.

c) The duties of the Vice-President are those normally pertaining to the office.

d) The duties of the Secretary-Treasurer include maintaining custody of the Great Seal of The Order; preserving the history of The Order; continuing contact with local Chapters; effectuating the voting process detailed in this Constitution; and reporting annually to the Executive Committee; collecting initiation fees from Chapter elections; providing Certificates and Handbooks to initiates; paying expenses incurred in the operation of The Order; and investing funds pursuant to Executive Committee authorization.

SECTION 3.2. Executive Committee.

a) The Officers constitute members of the Executive Committee, along with three other members Of the Executive Committee, elected at the same time, in the same manner, and for the same terms as the Officers. Each of the six is to be a member of The Order of the Coif.

b) The Executive Committee passes upon all matters involving the national policy of The Order; considers applications for new Chapters; and administers all the national affairs of The Order except as restricted by the Constitution or the national convention. The Executive Committee is authorized, in its discretion, to transact business by means of remote communication. In the event of a vacancy in the Executive Committee due to resignation or inability to act, the remaining members of the Executive Committee are authorized to appoint a successor to fill the unexpired term.

SECTION 3.3. Election of Officers and Other Members of the Executive Committee.

a) At least four months prior to the close of each Coif triennium, the President shall name a
Nominating Committee of three to five members.

b) The Secretary-Treasurer shall advise the Chapters of the composition of the Nominating
Committee and of that Committee’s readiness to receive recommendations from Coif members for Officers and other members of the Executive Committee for the coming triennium. Chapters may act as a body or permit their constituencies to submit recommendations individually. Recommendations may be made “at large” or with respect to a particular position. All recommendations shall be forwarded to the Chair of the Nominating Committee for receipt within three months of the termination of the current triennium.

c) From these recommendations and its own deliberations, the Nominating Committee shall prepare a slate of nominees. It may submit single or multiple nominations for each of the six offices.

d) At least one of the six persons constituting the Executive Committee shall be other than a full-time member of the law faculty of a School having a Coif Chapter. All nominees are to be members of The Order.

e) At least 45 days before the close of the current triennium, the Chair of the Nominating
Committee shall mail ballots to the Chapters with appropriate instructions for casting them. The Secretary-Treasurer shall assist the Chair with the mailing, as needed.

f) Ballots shall be cast for receipt by the Chair of the Nominating Committee on or before
December 1 of the electoral year. Voting is by Chapter. A Chapter is not required to call a
formal meeting to determine the Chapter vote. Members of The Order attending the
Convention may, in the alternative, cast their ballots at that later date. Results of the
election balloting shall be certified by the Chair of the Nominating Committee to the
Executive Committee, announced by the Chair or his or her designate either at the
Convention or by direct notification to the Chapters, and then delivered to the Secretary-
Treasurer for retention for a reasonable period of time.

ARTICLE IV

CHAPTERS OF THE ORDER

SECTION 4.1. Creating a Chapter.

a) A law school that believes it merits a Chapter of The Order may apply for a charter.
The application shall be submitted by the dean to the Secretary-Treasurer. The school
shall also submit in the form and detail specified by the Executive Committee evidence that it merits a Chapter. The school shall pay an application fee of a reasonable amount determined by the Executive Committee.

b) Upon consideration of the written record, the Executive Committee shall determine whether the school appears to meet the criteria for establishing a new chapter. The President may either appoint a member of the Executive Committee to write a confidential internal report on the school on the basis of the submitted record or appoint a visitation team for a site visit.

c) Neither the decision to write an internal report nor authorization of a site visit signifies final satisfaction with the application. The function of a site visit is to supply the Executive
Committee with information of aspects of the applicant school and its program not readily
provided by the school’s written submission. The Executive Committee may also direct an
additional visit to obtain additional information, and may also ask the school to furnish
additional information considered necessary for its decision. The applicant school shall reimburse members of the visitation team for their travel and other expenses incurred in making the site evaluation.

d) Written reports:

(1) The assigned member of the Executive Committee shall submit a confidential written report summarizing the written record.

(2) The visitation team shall submit a confidential written report on its site evaluation to the Executive Committee.

e) Upon review of the school’s submission and the visitation team’s report, if any, the Executive Committee shall determine whether the applicant school merits a Chapter of The Order. If the Executive Committee determines that the school merits a Chapter, the Secretary-Treasurer shall submit to each Chapter the Executive Committee’s determination and recommendation and such information about the school and its program as will enable the Chapters to vote on the application. No submissions shall be mailed to the Chapters between April 1 and September 15.

f) Within 40 days of the mailing of the submission, each Chapter shall vote on the application. Eligibility of Chapter members of The Order to vote in the Chapter is governed by the Chapter by-laws. The Chapter Secretary shall promptly notify the Secretary-Treasurer of the Chapter action. A Chapter from which no vote is received within 45 days of the mailing of the submission shall be recorded as having voted affirmatively.

g) Upon a favorable vote by 80 percent or more of the Chapters on an application for a charter, the Secretary-Treasurer shall declare the creation of a new Chapter, as of the date of the last necessary affirmative vote, and shall forthwith issue to the applicant school a charter signed by him or her and the President and sealed with the Great Seal of The Order.

h) A reasonable chartering fee may be established by the Executive Committee.

i) Upon the issuance of the charter by the Secretary-Treasurer, voting faculty members of the applicant school of the rank of assistant professor or above who are also members of The Order constitute the charter members of the new Chapter, and shall complete its organization. Other voting faculty members of professorial rank on the school faculty at the time of issuance of the charter are eligible for membership. The newly organized Chapter may then elect to membership those graduates of the school whose date of graduation falls within two years of the date of charter award and who, had there been a Chapter in existence at the time of their graduation, would have been eligible for election to membership under the eligibility criteria of Article V.

SECTION 4.2. Chapter Composition.

A Chapter of The Order is composed of the charter members, of the other faculty members of the applicant School accepting membership at the time of Chapter organization, of members thereafter elected in accordance with provisions of Article V, and of any members of other Chapters invited into association. Voting membership consists of members of The Order who are currently members of the faculty of the Chapter’s School and, if the by-laws of the Chapter so provide, of others elected by the Chapter to membership in The Order.

SECTION 4.3. Chapter Officers.

The Officers of each Chapter consist of a President, a Secretary, and such other personnel as the by-laws of the Chapter specify. Duties of the Chapter Secretary include yearly forwarding to the Secretary-Treasurer the names, addresses, and dues of Chapter initiates and, if requested by the Executive Committee, filing with the Secretary-Treasurer an annual report of Chapter actions and activities of interest to The Order at large.

SECTION 4.4. Chapter By-Laws.

The By-Laws of each Chapter shall not be inconsistent with this Constitution. In the event of any
inconsistency, this Constitution shall prevail.

SECTION 4.5. Revocation of Charter.

Whenever, in the opinion of the Executive Committee, the continuation of any Chapter appears inconsistent with, or detrimental to, achieving the objectives of The Order, as specified in the Preamble, it shall apprise the Chapter in question of its judgment. Notification shall be given by registered mail to the Officers of the Chapter, or in the absence of active Officers, to the Dean of the School. Appearance before the Executive Committee shall be granted if requested by the School involved. Should the Executive Committee, by at least two-thirds vote, conclude that discontinuation is justified , it shall so recommend to the Chapters. If not less than 80 percent of the Chapter (excluding the Chapter concerned) vote to accept the recommendation of the Executive Committee, the Chapter shall be discontinued and its Charter canceled. Determination of Chapter action shall be made by the Secretary-Treasurer in the same manner as that provided in
Section 4.1(f).

ARTICLE V

ELECTION TO MEMBERSHIP

SECTION 5.1. Eligibility of Law Students.

a) For each academic year, measured from July I to June 30, or any other twelve-month period designated by a member school, a Chapter may elect to membership in The Order any graduating senior (1) who has completed at least 75 percent of his or her law studies in graded courses and (2) whose grade record ranks in the top 10 percent of all the graduating seniors of the school. “Graded courses” are those for which academic accomplishment is recorded on the basis of educational measurement involving four or more discriminators.

b) A Chapter need not elect the maximum eligible under subsection (a). The criterion should be the election of those eligible who, in the opinion of the voting members of the Chapter, are deemed truly worthy of the honor. Accordingly, in addition to scholastic standing, a Chapter may take into consideration law school activities contributing measurably to the total legal education of the candidate. The Chapter may set forth rules listing additional factors, or may make selections on an individualized basis. A Chapter may decline to elect an eligible student whose character is unfitting for membership in The Order.

SECTION 5.2. Determination of Eligibility.

a) Each Chapter shall establish procedures that will reasonably insure accurate identification of graduating seniors eligible under Section 5.1.

b) In calculating the 10 percent maximum:

(1) If the number is fewer than three, three may nevertheless be elected.

(2) If the law school’s existing grade calculation procedures produce a tie for the last place,
and if there is no other academic distinction between or among the students with identical grade point averages, the Chapter may elect up to three of the students who are tied for the last place.

(3) One additional student may be elected if the remainder in the quotient is five or more.

(4) A student who is counted in one academic year in determining the size of the graduating class for ascertaining the 10 percent maximum cannot be counted for the same purpose in any succeeding year, even though he or she failed to graduate.

c) If error is found in the original calculation following an election of the full 10 percent of assumed eligibles after official notification of the initiated has occurred, a Chapter may petition the Executive Committee for permission to elect the eligible person unintentionally overlooked. The petition shall set forth the full facts respecting the cause of error, the grade differential between the student of lowest standing among those elected and any student or students passed over, and other relevant factors explanatory of the miscalculation. If satisfied of the reasonableness of the circumstances surrounding the error, the Executive Committee may grant the petitioned waiver on condition that
the Chapter forfeit its authority to elect honorary members for an appropriate number of electoral years following.

SECTION 5.3. Faculty Members.

A Chapter may elect a member of the full-time, voting faculty of the Chapter’s School who is not a member of The Order by reason of earlier election, if in the judgment of the Chapter, he or she has exhibited qualities of scholarship consistent with objectives of The Order.

SECTION 5.4. Honorary Members.

a) A Chapter may elect to honorary membership in The Order a member of the legal profession who enjoys high distinction for scholarly attainments, but no Chapter shall elect more than one honorary member in any Coif electoral year.

b) The Executive Committee may elect to honorary membership in The Order members of the legal profession who have attained national distinction for their contributions to the legal system, but not more than five honorary members may be so elected in any triennial period.

ARTICLE VI

FISCAL MATTERS

SECTION 6.1. National Membership Fees.

The Executive Committee has authority to set reasonable national membership fees. Each Chapter Secretary is responsible for promptly collecting and transmitting to the Secretary-Treasurer the national membership fee for each new member elected into the Chapter.

SECTION 6.2. Chapter Fees.

Each Chapter may add to the National membership fee a Chapter fee in such amount as it prescribes by its by-laws. A Chapter may also impose assessments upon its members, as frequently and in such amount as its by-laws stipulate. Chapter funds may be used as the Chapter deems proper and desirable in the promotion of Coif objectives at the Chapter level.

SECTION 6.3. Fiscal Authority of the Executive Committee.

The Executive Committee is authorized to fix a reasonable compensation for the Secretary-Treasurer to direct the expenditure of funds of The Order as it deems required by the program approved by it, and to exercise policy control over the investment and withdrawal of such funds as may not be needed in current operations.

ARTICLE VII

INSIGNIA AND COLORS

SECTION 7.1. Insignia.

The insignia of The Order consist of (1) the Certificate of membership; (2) the Badge of membership for the use in the wearing of academic regalia; and (3) the Coif Key.

SECTION 7.2. Colors.

The official colors of The Order are maroon and black.

ARTICLE VIII

AWARDS AND RECOGNITIONS

SECTION 8.1. Awards for Outstanding Scholarly Publications.

In recognition of preeminent legal scholarship, The Order confers one or more awards upon the author or authors of outstanding publications that evidence creative talent of the highest order. Writings so recognized are selected from those published during a period designated by the Executive Committee The award is conferred at a time and place determined by Executive Committee.

SECTION 8.2. Other Recognitions of Creativity in Law.

The Executive Committee is empowered to establish other awards for the purpose of
recognizing preeminent legal scholarship and leadership among law students, law teachers, judges and practitioners. The nature and number of such recognitions, the criteria for selection, and the procedures appropriate for implementation shall be formally announced in advance by the Executive Committee.

SECTION 8.3. Awards by Local Chapters.

Individual Chapters are authorized to establish, after notification to the Executive Committee, similar awards at the Chapter level.

ARTICLE IX

CONSTITUTIONAL INTERPRETATION AND AMENDMENT

SECTION 9.1. Constitutional Interpretation.

Authority is vested in the Executive Committee to interpret this Constitution, subject to appeal to the Chapters. Appeal is effected through the Secretary-Treasurer, who is under obligation to lay the issue before the several Chapters promptly. Procedure, including the time allowed for Chapter action, is the same as that established by Section 4.1(f). Appeal is effective if the challenge to the interpretation made by the Executive Committee is supported by the same percentage of Chapters as required for constitutional amendment under Section 9.2.

SECTION 9.2. Initiation of Constitutional Amendments.

Amendments may be initiated by two-thirds vote of the Executive Committee; by any six Chapters of The Order; or by majority vote of any national Convention. In any mode of initiation, submission of the proposed alteration(s) is made to the Chapters through the Office of the Secretary-Treasurer of The Order.

SECTION 9.3. Ratification of Amendments.

This Constitution is amendable on affirmative vote of 75 percent of the Chapters. The action of each Chapter is determined by the same procedure provided by Section 4.1.(f), except that the period available for Chapter consideration is 60 days following the date of mailing.

SECTION 9.4. Effective Date of Amendments.

Amendment(s) to this Constitution become effective upon notification of adoption to the Chapters by the Secretary-Treasurer unless a later effective date is stipulated in the amendment(s) receiving approval.