AMENDED & RESTATED BYLAWS OF THE CORPORATE LEGAL OPERATIONS CONSORTIUM, INC. (“CLOC”)

Eligibility and Categories. Persons eligible to become members in CLOC (“Members”) under the following categories are (a) professionals employed by any type of organization to provide legal operations support to their direct employer (“Individual Members“); (b) professionals employed by other entities such as law firms, technology providers, and legal service providers that do not qualify to be an Individual Member (“Affiliate Members“); (b) professors, deans, and other educators whose primary source of employment is within academia (“Academia Members“); (c) college and law students with an interest in legal operations (“Student Members“) and (d) retired professionals no longer employed or self-employed, with a continuing interest in legal operations (“Retired Members“). The Board of Directors may establish additional qualifications or categories of membership and the rights and obligations for those categories including the payment of dues.

Membership. The Board of Directors, or upon delegated authority, the President and CEO (as defined below), shall have the authority to admit or remove Members.

Rights and Duties.

The initial dues, annual dues, and any special assessments for Members, and the time for paying such dues and other assessments, if any, shall be determined by the Board of Directors.

No Member (except for the members of the Board of Directors acting in their capacity as Directors) shall have the right to vote with respect to a particular matter, including, election of Directors, amendment of CLOC’s Articles of Incorporation or Bylaws, merger or dissolution of CLOC, or any other corporate action. However, the Board of Directors may, in its sole discretion, present a matter to one or more categories of Members for advisory input.

Individual Members may nominate candidates for directors to the Nominating Committee.

Any benefits associated with the various Member categories shall be determined by the Board of Directors from time to time.

Termination of Membership. Membership in CLOC shall terminate upon the resignation or death of the Member, or upon the revocation of membership by a majority vote of the Board of Directors for conduct which, in the sole determination of such majority, may be prejudicial to CLOC’s best interests or objectives. Further, the President and CEO may terminate one’s membership for the non-payment of any imposed fees, dues, or assessments or for violating CLOC’s Code of Conduct or other public-facing policies. Any person whose membership has terminated for non-payment shall not again become a Member until they have first paid all amounts due and have complied with all membership admission requirements. Any termination shall in no way release the terminated member from any financial responsibility to CLOC for any dues, assessments or other financial commitments accrued during the term of membership or notice period and due and owing to CLOC. Resigning or Terminated Members shall not be entitled to the return of any dues, assessments or other fees paid prior to the effective date of such resignation or termination.

Annual Meeting. An annual meeting of the Individual Members (“Annual Meeting”) for receiving reports, and for such other business as may properly come before the meeting, may be held at such day, time and place as may be determined by the Board of Directors.

Special Meeting. A Special Meeting of the Individual Members may be called (i) by resolution of the Board of Directors, or (ii) upon written petition to the President and CEO stating the purposes of the proposed meeting and signed by at least one-third (1/3) of the Individual Members entitled to participate at such meeting.

Notice. Notice of Annual or Special Meetings of the Individual Members shall state the time, date, and place of the meeting and shall be delivered not less than five (5) and no more than sixty (60) days prior to the date of such meeting, unless otherwise required by applicable law. Notice of any Special Meeting shall also include the purpose or purposes for which the meeting is called.

Quorum & Manner of Acting. The presence in person or by proxy of not less than one-tenth (1/10) of the Individual Members shall constitute a quorum at any meeting of the Individual Members, provided that if less than a quorum is present, a majority of the Individual Members present may adjourn the meeting to another time without further notice. The act of a majority of the Individual Members present (in person or by proxy) at a duly called meeting of the Individual Members at which a quorum is present shall be the act of the Individual Members, unless the act of a greater number is required by law, CLOC’s Articles of Incorporation, or these Bylaws.

Authority and Responsibility. The Board of Directors has ultimate authority and is responsible for governance, fiscal oversight, and the strategic direction of CLOC. The Board establishes policy and monitors implementation of policy by CLOC’s staff under the direction of the President and CEO.

Composition. The number of directors constituting the “entire Board of Directors” shall be fixed from time to time by the vote of a majority of the entire Board of Directors. Such number shall be no fewer than eleven (11) and no more than sixteen (16) members, one of which shall be the President and CEO as an ex officio non-voting member.

Election. The Nominating Committee and the Board of Directors will vet, evaluate, and elect qualified candidates to serve on the Board of Directors. Individual Members, Academia Members and up to three (3) Affiliate Members are eligible to be elected to serve as Directors.

Term. Directors shall be eligible to serve one full two (2) year term in office. Directors may not serve more than two (2) consecutive full terms in office, unless also serving as an Officer which has an ex officio Director role. Any Director who fills a vacancy on the Board of Directors shall be eligible for election of a full term at the next Board member election. After serving two full consecutive terms, Directors shall be eligible for reelection to the Board only after an absence of at least one year. At any time, the Board of Directors may provide for staggered terms regarding the election of Directors to the Board to ensure continuity and preservation of institutional memory while allowing for the inclusion of fresh perspectives. Where possible, Directors shall take office at the beginning of each fiscal year. Terms shall conclude at such time as either successors are duly elected, qualified, and assume their position, or upon resignation of a Director.

Annual and Regular Board Meetings. The Board of Directors will decide the time, date, and place for the holding of a regular annual Board meeting and additional regular meetings of the Board of Directors.

Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or any three (3) Directors. Notice must delivered no less than twenty-four (24) hours prior to the meeting.

Waiver of Notice. A Director’s attendance at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because of a question as to the legality of the calling or convening of the meeting.

Quorum and Action of the Board. A majority of the Board of Directors then in office shall constitute a quorum. Unless a greater number is required by the Articles of Incorporation or these Bylaws, the act of a majority of the Directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present shall be the act of the entire Board of Directors. No Director may act by proxy on any matter.

Ex Officio Director. The ex officio Director shall be entitled to receive notice of, attend, and participate in all meetings of the Board of Directors and its committees, but shall not be entitled to vote, shall not be counted for purposes of determining a quorum, and shall not count toward the total number of Directors specified in the Bylaws. The ex officio Director’s service on the Board shall automatically terminate upon their ceasing to hold the position of President and CEO.

Resignation and Removal. Any Director may resign from the Board at any time by giving written notice to the Chair. A Director may also be removed from the Board by the affirmative vote of a majority of the Directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present. No Director shall be removed unless written notice of a meeting to remove the Director is delivered to all Directors who are entitled to vote in advance of the meeting. Such notice must state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice, and only the named Directors may be removed from such meeting.

Vacancies. In the event of the death, resignation, removal, or incapacity of a Director, the Board of Directors may appoint an individual to fill the remainder of such person’s unexpired term in office. Any person filling the remainder of a two (2) year term in office where there is one (1) year or less remaining, shall be eligible to serve two (2) full consecutive terms in such office in addition to the partial term.

Action by Written Consent. Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent, setting forth the action taken, is unanimously approved by all of the members of the Board entitled to vote.

Compensation. Directors, including ex officio Directors, do not receive compensation for their services as Directors. Directors, including ex officio Directors, may receive reimbursement of reasonable expenses for attendance at each regular or special meeting of the Board of Directors. Nothing contained herein shall be construed to preclude any Director from serving CLOC in any other capacity and receiving reasonable compensation therefore; however, the Director must declare the nature and detail of the service provided and will not vote on issues related to the capacity of the service.

Officers. The Board of Directors shall appoint a Chair of the Board, Immediate Past Chair of the Board, Chair-Elect of the Board, Treasurer, President and CEO, and such other officers as may be elected or appointed in accordance with the provisions of this Article (collectively, the “Officers”). The Board of Directors may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors. Officers shall have the authority to perform the duties set forth below and as prescribed by the Board of Directors.

Term of Office. Each Officer shall serve a one (1) year term in office. Officers may serve consecutive terms in office. The Officers shall take office at the beginning of each fiscal year, and their term shall conclude at such time as either their successors are duly elected, qualified, and assume their position, or upon resignation.

Vacancies. Except as provided in Section 4.6, if there is an Officer vacancy because of the death, resignation, removal, or incapacity of an Officer, the Board of Directors shall appoint an individual to fill the remainder of the Officer’s unexpired term in office.

Chair. The Chair of the Board of Directors (the “Chair”) serves as the presiding officer at meetings of the members, the Board of Directors, and the Executive Committee. In the absence of the Chair, the Chair-Elect, or Past-Chair, or a Director designated by the Board, shall preside at such meetings. The Chair of the Board of Directors shall be an ex officio non-voting member of all committees, except as otherwise provided by these Bylaws. The Chair of the Board of Directors shall, in general, perform all duties customarily incident to the office of the Chair and such other duties as may be prescribed by the Board of Directors. The Chair of the Board of Directors will typically succeed to the office of Immediate Past Chair, subject to election by the Board of Directors of a new Chair.

Immediate Past Chair. The Immediate Past Chair shall serve as a member of the Board of Directors for a period of one (1) year, immediately following such year of service as Chair and shall provide counsel and assistance to the Chair and perform special assignments and such other duties as the Chair may authorize and determine.

Chair-Elect. The Chair-Elect shall perform the duties of the Chair during the Chair’s absence or temporary disability, or at the request of the Chair. In the event of the Chair’s death, resignation, or inability to serve, the Chair-Elect shall become Chair of the Board for the balance of the unexpired term. The Chair-Elect shall have such other powers and perform such other duties as the Board or the Chair may determine. The Chair-Elect will typically succeed to the office of Chair of the Board, subject to election by the Board of Directors.

Treasurer. The Treasurer shall serve as the principal elected officer responsible for financial oversight and fiduciary stewardship of CLOC. In collaboration with the Chief Financial Officer (CFO) and the President and CEO, the Treasurer ensures that the Board of Directors fulfills its financial governance responsibilities. The Treasurer shall not be responsible for day-to-day financial operations, bookkeeping, or staff supervision. These functions shall be delegated to the CFO and finance staff under the direction of the President and CEO. Specific duties of the Treasurer include the following:

Provide high-level review of financial performance, trends, and risks, offering strategic input to the Board and Audit and Finance Committee;

Ensure alignment between financial strategy and CLOC’s mission, goals, and long-term sustainability;

Present summarized financial reports and key performance indicators to the Board of Directors, as prepared by the CFO;

Facilitate Board understanding of financial matters, including budget variances, reserves, and investment performance;

Serve as the primary Board liaison to the CFO, supporting transparency, accountability, and timely communications;

Review and endorse the annual budget and audited financial statements prior to Board approval;

Ensure that financial policies, internal controls, and compliance protocols are reviewed periodically and updated as needed;

Monitor adherence to legal and regulatory requirements, including IRS filings and nonprofit financial standards;

Chair the Audit and Finance Committee overseeing external audits and risk assessments and convene meetings to review financial reports, investment updates, and policy recommendations; and

Perform all duties incident to the office of Treasurer and such other duties that may, from time to time, be assigned by the Chair or by the Board of Directors.

President and CEO. The President and Chief Executive Officer (“President and CEO”) shall, subject to the direction of the Board of Directors and specifically the Chair of the Board:

Serve as the chief executive officer, including being responsible for managing in a manner that is consistent with CLOC’s mission, strategy, and operating and financial plans approved by the Board;

Establish and maintain the flow of information among the Members, and the Board of Directors;

Establish, keep, and maintain in current condition such books and records as the affairs of CLOC shall require, or as shall be directed by the Board of Directors or the Chair from time to time;

Develop and execute, and, as appropriate, recommend for Board or Committee approval, policies, procedures, practices, and programs for furthering the interests of CLOC;

Assist the Board of Directors, committees of the Board, and the Officers and committees of CLOC, in performing their respective duties and obligations;

Select, manage, and determine the compensation and benefits of the staff reporting to the President and CEO and shall report annually with respect thereto, to the Executive Committee (or such other Committee as may be responsible for general oversight of staff structure, overall compensation, and benefits);

Serve as the Secretary and perform the duties of the Treasurer of CLOC if so delegated by the Board of Directors;

Hire and terminate the employment of personnel or independent contractors as necessary to conduct the work of CLOC; and

Have such other duties and powers as may, from time to time, be assigned or required by the Board of Directors or the Chair.

The President and CEO shall serve ex officio as a Director.

The Standing Committees of the Board of Directors shall be: Executive Committee, Nominating Committee, Audit and Finance Committee, and Compensation Committee.

Executive Committee.

The Executive Committee shall consist of the Officers, the Chair of the Compensation Committee, and one Director appointed by the Chair of the Board of Directors with concurrence of a majority vote of the Board of Directors. The President and CEO shall serve on the Executive Committee, without vote. The Chair shall serve as the presiding officer and chair of the Executive Committee.

The Executive Committee shall have the authority to direct the business and functions of CLOC between meetings of the Board of Directors, except as otherwise set forth in these Bylaws or the Act.

Nominating Committee.

The Nominating Committee shall consist of no less than three (3) and no more than five (5) members, appointed annually by the Chair, with concurrence of the Board. The President and CEO shall serve as a member of the Nominating Committee with voting rights but shall not have authority to vote on the election of Directors to the Board. Committee members shall be selected to ensure diversity of experience, representation, and impartiality. No member of the Nominating Committee shall be eligible for nomination to any elected Officer position during their term on the Committee.

The Nominating Committee shall establish a process to identify, evaluate, and recommend candidates for election to the Board of Directors and other elected positions within CLOC.

Audit and Finance Committee.

The Audit and Finance Committee shall oversee CLOC’s financial resources, financial reporting, the adequacy of internal controls, and other such duties as outlined in the committee’s approved charter. The Chair, with the concurrence of the Board of Directors, shall annually appoint the members of the Audit and Finance Committee, which shall be comprised solely of members of the Board, and shall not have less than three (3) members. To qualify for this committee, each committee member should be generally knowledgeable in financial reporting, federal tax exemption, accounting, and auditing matters, and able to understand and analyze CLOC’s financial statements. The Treasurer shall serve as chair of this committee.

Compensation Committee.

The Compensation Committee shall assist and support the Board of Directors in fulfilling its responsibilities regarding the performance evaluation, compensation philosophy, compensation and benefits, employment contract, hiring, disciplining, termination, and succession planning of and for CLOC’s President and CEO.

The Chair, Chair-Elect, and Immediate Past Chair shall be the ex officio members of the Compensation Committee, and they shall collectively appoint one (1) other Board member each year to serve on the Compensation Committee. The Chair shall serve as this committee’s chair.

On an annual basis, the Compensation Committee shall initiate a process to conduct the President and CEO’s performance evaluation and relay such results to the President and CEO. The Compensation Committee shall have other such responsibilities as may be designated in its charter.

Board Advisory/Ad Hoc Committees and Task Forces. The Board of Directors may create and appoint such advisory or ad hoc committees and task forces as are necessary and appropriate to support the purposes of CLOC. When establishing such a committee or task force, the Board of Directors will determine the purpose and composition of the committee or task force, the duration of the committee or task force, and any required qualifications for membership on the committee or task force.

Reporting. All Board committees, task forces, advisory or ad hoc committees shall report to the Board of Directors including, but not limited to, any material action(s) taken, including providing reports to the Board upon its request.

Right to Indemnification of Directors and Officers. CLOC shall indemnify, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (“Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that such person is or was a director or officer of CLOC, or while serving as a director or officer of CLOC, is or was serving at the request of CLOC as a director, trustee, officer, employee or agent of another company, partnership, joint venture, employee benefit plan, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, CLOC shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

Prepayment of Expenses of Directors and Officers. CLOC shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it is ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article or otherwise.

Other Indemnification. CLOC’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.