TY 2014 Form 990 Schedule O

efile Public Visual Render ObjectId: 201601959349300620 - Submission: 2016-07-13 TIN: 36-6110271

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

AMERICAN BAR FOUNDATION

Employer identification number

36-6110271

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 4	THE ORGANIZATION MADE THE FOLLOWING UPDATES TO ITS BYLAWS DURING FYE 8/31/15. ARTICLE III SECTION 4, NOTICE OF MEETINGS, WAS UPDATED TO READ AS FOLLOWS: WRITTEN OR PRINTED NOTICE STATING THE PLACE, DAY AND HOUR OF ANY MEETING OF MEMBERS SHALL BE DELIVERED, EITHER PERSONALLY OR BY EMAIL, REGULAR MAIL, OR BY ANY MEANS PERMITTED BY APPLICABLE LAW, TO EACH MEMBER ENTITLED TO VOTE AT SUCH MEETING, NOT LESS THAN FIVE (5) NOR MORE THAN SIXTY (60) DAYS BEFORE THE DATE OF SUCH MEETING, BY OR AT THE DIRECTION OF THE PRESIDENT, OR THE SECRETARY, OR THE PERSONS CALLING THE MEETING. IN CASE OF A SPECIAL MEETING, THE PURPOSE FOR WHICH THE MEETING IS CALLED SHALL BE STATED IN THE NOTICE. IN THE CASE OF NOTICE OF A REMOVAL OF ONE OR MORE DIRECTORS, A MERGER, CONSOLIDATION, DISSOLUTION OR SALE, LEASE OR EXCHANGE OF ASSETS, NOT LESS THAN TWENTY (20) DAYS NOR MORE THAN SIXTY (60) DAYS NOTICE SHALL BE DELIVERED. IF MAILED, THE NOTICE OF A MEETING SHALL BE DEEMED DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL ADDRESSED TO THE MEMBER AT HIS OR HER ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION, WITH POSTAGE THEREON PREPAID. IF EMAILED, THE NOTICE OF A MEETING SHALL BE DEEMED DELIVERED UPON ELECTRONIC TRANSMISSION OF SUCH CORRESPONDENCE ADDRESSED TO THE MEMBER AT HIS OR HER ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION. ATTENDANCE AT ANY MEETING SHALL CONSTITUTE WAIVER OF NOTICE THEREOF UNLESS THE MEMBER AT THE MEETING OBJECTS TO THE HOLDING OF THE MEETING BECAUSE PROPER NOTICE WAS NOT GIVEN. IF NO RECORD DATE IS FIXED BY THE BOARD OF DIRECTORS FOR THE DETERMINATION OF MEMBERS ENTITLED TO NOTICE OF A MEETING OF MEMBERS, THE DATE ON WHICH NOTICE OF THE MEETING IS DELIVERED SHALL BE THE RECORD DATE FOR SUCH DETERMINATION OF MEMBERS. ARTICLE III SECTION 6, QUORUM, WAS UPDATED TO READ AS FOLLOWS: A MAJORITY OF THE MEMBERS REPRESENTED IN PERSON SHALL CONSTITUTE A QUORUM AT ANY MEETING. IF A QUORUM IS NOT PRESENT AT ANY MEETING OF MEMBERS, A MAJORITY OF THE MEMBERS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. IF A QUORUM IS PRESENT AT A MEETING OF THE MEMBERS, A MAJORITY VOTE OF THE MEMBERS AT SUCH MEETING SHALL BE THE REQUIRED VOTE TO PASS AN ACTION, UNLESS ANOTHER VOTE IS EXPRESSLY PROVIDED HEREIN OR BY APPLICABLE LAW. ARTICLE IV, SECTION 2, TENURE, WAS UPDATED TO READ AS FOLLOWS: ELECTED DIRECTORS SHALL SERVE TERMS OF FIVE (5) YEARS. ELECTIONS SHALL BE STAGGERED SUCH THAT, TO THE EXTENT PRACTICABLE, THREE OF SAID FIFTEEN DIRECTORS SHALL BE ELECTED EACH YEAR, WITH ALL SUCH ELECTIONS TO BE HELD AT THE ANNUAL MEETING OF THE MEMBERS. THE FIVE-YEAR TERM OF OFFICE FOR EACH ELECTED DIRECTOR SHALL COMMENCE ON THE FIRST DAY OF THE NEXT FISCAL YEAR AND TERMINATE AT THE END OF THE FIFTH FISCAL YEAR AFTER SAID ELECTION. ELECTED DIRECTORS ARE ELIGIBLE FOR REELECTION TO SERVE AN ADDITIONAL TERM OF FIVE (5) YEARS. NO DIRECTOR MAY SERVE A TOTAL OF MORE THAN TWO (2) TERMS AS AN ELECTED DIRECTOR, PROVIDED HOWEVER THAT IF (I) NECESSARY TO PERMIT COMPLETION OF A DIRECTOR'S UNFINISHED TERM AS AN OFFICER OF THE CORPORATION, SAID DIRECTOR MAY BE ELECTED TO AN ADDITIONAL TERM OF NOT MORE THAN TWO YEARS, AND (II) A DIRECTOR DOES NOT COMPLETE HIS OR HER FIVE (5) YEAR TERM, THE MEMBERS MAY ELECT A NEW DIRECTOR TO SERVE FOR THE OUTSTANDING DURATION OF A VACANT TERM PURSUANT TO SECTION 7 OF THIS ARTICLE. THE FULFILLMENT OF SUCH VACANCY BY THE NEW DIRECTOR SHALL NOT DISQUALIFY HIM OR HER FROM SERVING TWO (2) FULL TERMS OF FIVE (5) YEARS AFTER COMPLETING THE DURATION OF THE VACANT TERM. ARTICLE IV, SECTION 5, NOTICE, WAS UPDATED TO READ AS FOLLOWS: AT LEAST TWENTY (20) DAYS' WRITTEN NOTICE SHALL BE GIVEN OF REGULAR MEETINGS OF THE BOARD OF DIRECTORS, AND AT LEAST FIVE (5) DAYS NOTICE SHALL BE GIVEN OF SPECIAL MEETINGS. SUCH NOTICE MAY BE DELIVERED BY EMAIL, FAX, MAIL, OR BY SUCH OTHER MEANS AS APPLICABLE LAW MAY PERMIT. IF BY EMAIL OR FAX, SUCH NOTICE SHALL BE DEEMED DELIVERED WHEN SENT ELECTRONICALLY TO THE EMAIL OR FAX ADDRESS OF THE DIRECTOR AS IT APPEARS ON THE RECORDS OF THE CORPORATION. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL ADDRESSED TO THE DIRECTOR AT HIS OR HER ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION, WITH SUFFICIENT FIRST-CLASS POSTAGE PREPAID THEREON. IF EMAILED, THE NOTICE OF A MEETING SHALL BE DEEMED DELIVERED UPON ELECTRONIC TRANSMISSION OF SUCH CORRESPONDENCE ADDRESSED TO THE DIRECTOR AT HIS OR HER EMAIL ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION. ANY DIRECTOR MAY WAIVE NOTICE OF ANY MEETING BY SUCH DIRECTOR'S EXECUTING A WAIVER IN WRITING, WHETHER BEFORE OR AFTER THE TIME STATED THEREIN, AND SUCH WRITTEN WAIVER SHALL BE DEEMED EQUIVALENT TO THE GIVING OF NOTICE OF SUCH MEETING. THE ATTENDANCE OF A DIRECTOR 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 THE MEETING IS NOT LAWFULLY CALLED OR CONVENED. NEITHER THE BUSINESS TO BE TRANSACTED AT, NOR THE PURPOSE OF, ANY REGULAR OR SPECIAL MEETING OF THE BOARD OF DIRECTORS NEED BE SPECIFIED IN THE NOTICE OR WAIVER OF NOTICE OF SUCH MEETING. ARTICLE IV, SECTION 6, BOARD OF DIRECTORS MEETING QUORUM, WAS UPDATED TO READ AS FOLLOWS: ONE-THIRD OF THE DIRECTORS THEN IN OFFICE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING OF THE BOARD OF DIRECTORS, PROVIDED, THAT IF LESS THAN ONE-THIRD OF THOSE DIRECTORS ARE PRESENT AT SAID MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. IF A QUORUM IS PRESENT AT A MEETING OF THE BOARD OF DIRECTORS, A MAJORITY VOTE OF THE DIRECTORS AT SUCH MEETING SHALL BE THE REQUIRED VOTE TO PASS AN ACTION, UNLESS ANOTHER VOTE IS EXPRESSLY PROVIDED HEREIN OR BY APPLICABLE LAW. ARTICLE IV, SECTION 9, COMPENSATION, WAS UPDATED TO READ AS FOLLOWS: DIRECTORS SHALL NOT RECEIVE COMPENSATION AS SUCH FOR THEIR SERVICES BUT MAY BE REIMBURSED FOR THEIR REASONABLE OUT-OF-POCKET EXPENSES OF ATTENDANCE AT MEETINGS OF THE BOARD OF DIRECTORS. ARTICLE IV, SECTION 10, EXECUTIVE COMMITTEE WAS UPDATED TO READ AS FOLLOWS: THE CORPORATION SHALL HAVE AN EXECUTIVE COMMITTEE THAT CONSISTS OF THE CORPORATION'S PRESIDENT, VICE PRESIDENT, SECRETARY, AND TREASURER. IN ADDITION, THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE DIRECTORS IN OFFICE, MAY ELECT, UPON RECOMMENDATION OF THE PRESIDENT, ADDITIONAL DIRECTORS TO SERVE ON THE EXECUTIVE COMMITTEE. SUCH OTHER DIRECTORS' TERMS ON THE EXECUTIVE COMMITTEE WILL END AT THE END OF THE FISCAL YEAR IN WHICH THEY ARE APPOINTED. THE EXECUTIVE COMMITTEE SHALL BE SUBJECT IN ALL RESPECTS TO THE AUTHORITY AND DISCRETION OF THE BOARD OF DIRECTORS; PROVIDED, THAT BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL HAVE AND EXERCISE THE POWER AND AUTHORITY OF THE BOARD OF DIRECTORS; PROVIDED, FURTHER HOWEVER, THAT THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS TO ( 1) ADOPT A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE CORPORATION, OR FOR DISSOLUTION; (2) APPROVE ANY ACT REQUIRED BY THE ILLINOIS NOT FOR PROFIT CORPORATION ACT OF 1986 TO BE APPROVED BY MEMBERS; (3) FILL VACANCIES ON THE BOARD OR ON ANY OF ITS COMMITTEES; (4) ELECT, APPOINT OR REMOVE ANY OFFICER OR DIRECTOR OR MEMBER OF ANY COMMITTEE, OR FIX THE COMPENSATION OF ANY MEMBER OF A COMMITTEE; (5) ADOPT, AMEND, OR REPEAL THE BY-LAWS OR THE ARTICLES OF INCORPORATION; (6) ADOPT A PLAN OF MERGER OR ADOPT A PLAN OF CONSOLIDATION WITH ANOTHER CORPORATION, OR AUTHORIZE THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION; OR (7) AMEND, ALTER, REPEAL OR TAKE ACTION INCONSISTENT WITH ANY RESOLUTION OR ACTION OF THE BOARD OF DIRECTORS WHEN THE RESOLUTION OR ACTION OF THE BOARD OF DIRECTORS PROVIDES BY ITS TERMS THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY ACTION OF A COMMITTEE. ARTICLE IV, SECTION 11, COMPENSATION COMMITTEE, WAS UPDATED TO READ AS FOLLOWS: THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE DIRECTORS IN OFFICE, MAY DESIGNATE AND APPOINT A COMPENSATION COMMITTEE, WHICH SHALL CONSIST OF THE PRESIDENT AND ONE OR MORE ADDITIONAL DIRECTORS AS THE BOARD OF DIRECTORS MAY DETERMINE. THE COMPENSATION COMMITTEE SHALL BE SUBJECT IN ALL RESPECTS TO THE AUTHORITY AND DISCRETION OF THE BOARD OF DIRECTORS AND PROVIDE THE BOARD OF DIRECTORS WITH RECOMMENDATIONS FOR COMPENSATION OF THE CORPORATION'S CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER.
FORM 990, PART VI, SECTION A, LINE 4	ADDITIONAL UPDATES TO THE BYLAWS ARE AS FOLLOWS: ARTICLE IV, SECTION 12, OTHER COMMITTEES, WAS UPDATED TO READ AS FOLLOWS: OTHER COMMITTEES, AND SUBCOMMITTEES THEREOF, NOT HAVING OR EXERCISING THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CORPORATION MAY BE DESIGNATED BY THE PRESIDENT, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS. AMONG THESE, ONE OR MORE COMMITTEES SHALL BE DESIGNATED TO ASSIST THE BOARD IN ITS OVERSIGHT OF AUDIT AND FINANCIAL MATTERS. ARTICLE V, SECTION 5, CHIEF EXECUTIVE OFFICER, WAS UPDATED TO READ AS FOLLOWS: THE BOARD OF DIRECTORS MAY APPOINT AND PRESCRIBE THE DUTIES OF A CHIEF EXECUTIVE OFFICER, WHO SHALL HOLD OFFICE AT THE PLEASURE OF THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE OFFICER WILL BE AN EMPLOYEE OF THE CORPORATION AND WILL NOT BE A MEMBER OF THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE OFFICER MAY APPOINT AND PRESCRIBE THE DUTIES OF OTHER STAFF MEMBERS OF THE CORPORATION AS THE CHIEF EXECUTIVE OFFICER DEEMS APPROPRIATE, EACH OF WHOM SHALL BE EMPLOYEES OF THE CORPORATION, REPORTING TO THE CHIEF EXECUTIVE OFFICER OR HIS OR HER DESIGNEE.
FORM 990, PART VI, SECTION A, LINE 6	THE MEMBERS OF THE CORPORATION ARE THE PERSONS WHO FROM TIME TO TIME ARE MEMBERS OF THE BOARD OF GOVERNORS OF THE AMERICAN BAR ASSOCIATION. AN ANNUAL MEETING OF THE MEMBERS IS HELD IN EACH YEAR FOR THE PURPOSE OF ELECTING DIRECTORS AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.
FORM 990, PART VI, SECTION A, LINE 7A	AN ANNUAL MEETING OF THE MEMBERS IS HELD IN EACH YEAR FOR THE PURPOSE OF ELECTING DIRECTORS AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.
FORM 990, PART VI, SECTION B, LINE 11	THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ORGANIZATION'S FORM 990. MANAGEMENT REVIEWS THE COMPLETED FORM 990 AND PROVIDES A FULL COPY TO ALL VOTING MEMBERS OF THE GOVERNING BODY PRIOR TO FILING. THE CHAIR OF THE FINANCE COMMITTEE AND THE TREASURER OF THE GOVERNING BODY REVIEW THE FORM 990 BEFORE FILING. THEIR REVIEW INCLUDES A CONFERENCE CALL DISCUSSION ABOUT THE DETAILS OF THE FORM 990 WITH MEMBERS OF MANAGEMENT AND THE CPA FIRM THAT PREPARES THE RETURNS.
FORM 990, PART VI, SECTION B, LINE 12C	OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE ANNUALLY REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. POTENTIAL CONFLICTS ARE LOGGED WITH AND MONITORED BY THE DIRECTOR OF OPERATIONS.
FORM 990, PART VI, SECTION B, LINE 15A	A COMMITTEE OF THE BOARD OF DIRECTORS CONVENES TO ASSIST THE BOARD IN DETERMINING THE COMPENSATION OF THE FOUNDATION'S DIRECTOR. THE COMMITTEE, CONSISTING ENTIRELY OF INDEPENDENT DIRECTORS, CONSIDERS THE PERFORMANCE OF THE DIRECTOR AND COMPENSATION FOR DIRECTORS OF SIMILAR ORGANIZATIONS. THIS PROCESS IS DOCUMENTED.
FORM 990, PART VI, SECTION C, LINE 19	GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE THROUGH APPLICABLE GOVERNMENTAL AGENCIES; THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON WRITTEN REQUEST TO THE ORGANIZATION.
FORM 990, PART XI, LINE 9:	CHANGE IN POSTRETIREMENT BENEFITS -336,108.

Return Reference

Explanation

FORM 990, PART VI, SECTION A, LINE 4

THE ORGANIZATION MADE THE FOLLOWING UPDATES TO ITS BYLAWS DURING FYE 8/31/15. ARTICLE III SECTION 4, NOTICE OF MEETINGS, WAS UPDATED TO READ AS FOLLOWS: WRITTEN OR PRINTED NOTICE STATING THE PLACE, DAY AND HOUR OF ANY MEETING OF MEMBERS SHALL BE DELIVERED, EITHER PERSONALLY OR BY EMAIL, REGULAR MAIL, OR BY ANY MEANS PERMITTED BY APPLICABLE LAW, TO EACH MEMBER ENTITLED TO VOTE AT SUCH MEETING, NOT LESS THAN FIVE (5) NOR MORE THAN SIXTY (60) DAYS BEFORE THE DATE OF SUCH MEETING, BY OR AT THE DIRECTION OF THE PRESIDENT, OR THE SECRETARY, OR THE PERSONS CALLING THE MEETING. IN CASE OF A SPECIAL MEETING, THE PURPOSE FOR WHICH THE MEETING IS CALLED SHALL BE STATED IN THE NOTICE. IN THE CASE OF NOTICE OF A REMOVAL OF ONE OR MORE DIRECTORS, A MERGER, CONSOLIDATION, DISSOLUTION OR SALE, LEASE OR EXCHANGE OF ASSETS, NOT LESS THAN TWENTY (20) DAYS NOR MORE THAN SIXTY (60) DAYS NOTICE SHALL BE DELIVERED. IF MAILED, THE NOTICE OF A MEETING SHALL BE DEEMED DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL ADDRESSED TO THE MEMBER AT HIS OR HER ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION, WITH POSTAGE THEREON PREPAID. IF EMAILED, THE NOTICE OF A MEETING SHALL BE DEEMED DELIVERED UPON ELECTRONIC TRANSMISSION OF SUCH CORRESPONDENCE ADDRESSED TO THE MEMBER AT HIS OR HER ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION. ATTENDANCE AT ANY MEETING SHALL CONSTITUTE WAIVER OF NOTICE THEREOF UNLESS THE MEMBER AT THE MEETING OBJECTS TO THE HOLDING OF THE MEETING BECAUSE PROPER NOTICE WAS NOT GIVEN. IF NO RECORD DATE IS FIXED BY THE BOARD OF DIRECTORS FOR THE DETERMINATION OF MEMBERS ENTITLED TO NOTICE OF A MEETING OF MEMBERS, THE DATE ON WHICH NOTICE OF THE MEETING IS DELIVERED SHALL BE THE RECORD DATE FOR SUCH DETERMINATION OF MEMBERS. ARTICLE III SECTION 6, QUORUM, WAS UPDATED TO READ AS FOLLOWS: A MAJORITY OF THE MEMBERS REPRESENTED IN PERSON SHALL CONSTITUTE A QUORUM AT ANY MEETING. IF A QUORUM IS NOT PRESENT AT ANY MEETING OF MEMBERS, A MAJORITY OF THE MEMBERS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. IF A QUORUM IS PRESENT AT A MEETING OF THE MEMBERS, A MAJORITY VOTE OF THE MEMBERS AT SUCH MEETING SHALL BE THE REQUIRED VOTE TO PASS AN ACTION, UNLESS ANOTHER VOTE IS EXPRESSLY PROVIDED HEREIN OR BY APPLICABLE LAW. ARTICLE IV, SECTION 2, TENURE, WAS UPDATED TO READ AS FOLLOWS: ELECTED DIRECTORS SHALL SERVE TERMS OF FIVE (5) YEARS. ELECTIONS SHALL BE STAGGERED SUCH THAT, TO THE EXTENT PRACTICABLE, THREE OF SAID FIFTEEN DIRECTORS SHALL BE ELECTED EACH YEAR, WITH ALL SUCH ELECTIONS TO BE HELD AT THE ANNUAL MEETING OF THE MEMBERS. THE FIVE-YEAR TERM OF OFFICE FOR EACH ELECTED DIRECTOR SHALL COMMENCE ON THE FIRST DAY OF THE NEXT FISCAL YEAR AND TERMINATE AT THE END OF THE FIFTH FISCAL YEAR AFTER SAID ELECTION. ELECTED DIRECTORS ARE ELIGIBLE FOR REELECTION TO SERVE AN ADDITIONAL TERM OF FIVE (5) YEARS. NO DIRECTOR MAY SERVE A TOTAL OF MORE THAN TWO (2) TERMS AS AN ELECTED DIRECTOR, PROVIDED HOWEVER THAT IF (I) NECESSARY TO PERMIT COMPLETION OF A DIRECTOR'S UNFINISHED TERM AS AN OFFICER OF THE CORPORATION, SAID DIRECTOR MAY BE ELECTED TO AN ADDITIONAL TERM OF NOT MORE THAN TWO YEARS, AND (II) A DIRECTOR DOES NOT COMPLETE HIS OR HER FIVE (5) YEAR TERM, THE MEMBERS MAY ELECT A NEW DIRECTOR TO SERVE FOR THE OUTSTANDING DURATION OF A VACANT TERM PURSUANT TO SECTION 7 OF THIS ARTICLE. THE FULFILLMENT OF SUCH VACANCY BY THE NEW DIRECTOR SHALL NOT DISQUALIFY HIM OR HER FROM SERVING TWO (2) FULL TERMS OF FIVE (5) YEARS AFTER COMPLETING THE DURATION OF THE VACANT TERM. ARTICLE IV, SECTION 5, NOTICE, WAS UPDATED TO READ AS FOLLOWS: AT LEAST TWENTY (20) DAYS' WRITTEN NOTICE SHALL BE GIVEN OF REGULAR MEETINGS OF THE BOARD OF DIRECTORS, AND AT LEAST FIVE (5) DAYS NOTICE SHALL BE GIVEN OF SPECIAL MEETINGS. SUCH NOTICE MAY BE DELIVERED BY EMAIL, FAX, MAIL, OR BY SUCH OTHER MEANS AS APPLICABLE LAW MAY PERMIT. IF BY EMAIL OR FAX, SUCH NOTICE SHALL BE DEEMED DELIVERED WHEN SENT ELECTRONICALLY TO THE EMAIL OR FAX ADDRESS OF THE DIRECTOR AS IT APPEARS ON THE RECORDS OF THE CORPORATION. IF MAILED, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL ADDRESSED TO THE DIRECTOR AT HIS OR HER ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION, WITH SUFFICIENT FIRST-CLASS POSTAGE PREPAID THEREON. IF EMAILED, THE NOTICE OF A MEETING SHALL BE DEEMED DELIVERED UPON ELECTRONIC TRANSMISSION OF SUCH CORRESPONDENCE ADDRESSED TO THE DIRECTOR AT HIS OR HER EMAIL ADDRESS AS IT APPEARS ON THE RECORDS OF THE CORPORATION. ANY DIRECTOR MAY WAIVE NOTICE OF ANY MEETING BY SUCH DIRECTOR'S EXECUTING A WAIVER IN WRITING, WHETHER BEFORE OR AFTER THE TIME STATED THEREIN, AND SUCH WRITTEN WAIVER SHALL BE DEEMED EQUIVALENT TO THE GIVING OF NOTICE OF SUCH MEETING. THE ATTENDANCE OF A DIRECTOR 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 THE MEETING IS NOT LAWFULLY CALLED OR CONVENED. NEITHER THE BUSINESS TO BE TRANSACTED AT, NOR THE PURPOSE OF, ANY REGULAR OR SPECIAL MEETING OF THE BOARD OF DIRECTORS NEED BE SPECIFIED IN THE NOTICE OR WAIVER OF NOTICE OF SUCH MEETING. ARTICLE IV, SECTION 6, BOARD OF DIRECTORS MEETING QUORUM, WAS UPDATED TO READ AS FOLLOWS: ONE-THIRD OF THE DIRECTORS THEN IN OFFICE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING OF THE BOARD OF DIRECTORS, PROVIDED, THAT IF LESS THAN ONE-THIRD OF THOSE DIRECTORS ARE PRESENT AT SAID MEETING, A MAJORITY OF THE DIRECTORS PRESENT MAY ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE. IF A QUORUM IS PRESENT AT A MEETING OF THE BOARD OF DIRECTORS, A MAJORITY VOTE OF THE DIRECTORS AT SUCH MEETING SHALL BE THE REQUIRED VOTE TO PASS AN ACTION, UNLESS ANOTHER VOTE IS EXPRESSLY PROVIDED HEREIN OR BY APPLICABLE LAW. ARTICLE IV, SECTION 9, COMPENSATION, WAS UPDATED TO READ AS FOLLOWS: DIRECTORS SHALL NOT RECEIVE COMPENSATION AS SUCH FOR THEIR SERVICES BUT MAY BE REIMBURSED FOR THEIR REASONABLE OUT-OF-POCKET EXPENSES OF ATTENDANCE AT MEETINGS OF THE BOARD OF DIRECTORS. ARTICLE IV, SECTION 10, EXECUTIVE COMMITTEE WAS UPDATED TO READ AS FOLLOWS: THE CORPORATION SHALL HAVE AN EXECUTIVE COMMITTEE THAT CONSISTS OF THE CORPORATION'S PRESIDENT, VICE PRESIDENT, SECRETARY, AND TREASURER. IN ADDITION, THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE DIRECTORS IN OFFICE, MAY ELECT, UPON RECOMMENDATION OF THE PRESIDENT, ADDITIONAL DIRECTORS TO SERVE ON THE EXECUTIVE COMMITTEE. SUCH OTHER DIRECTORS' TERMS ON THE EXECUTIVE COMMITTEE WILL END AT THE END OF THE FISCAL YEAR IN WHICH THEY ARE APPOINTED. THE EXECUTIVE COMMITTEE SHALL BE SUBJECT IN ALL RESPECTS TO THE AUTHORITY AND DISCRETION OF THE BOARD OF DIRECTORS; PROVIDED, THAT BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL HAVE AND EXERCISE THE POWER AND AUTHORITY OF THE BOARD OF DIRECTORS; PROVIDED, FURTHER HOWEVER, THAT THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS TO ( 1) ADOPT A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE CORPORATION, OR FOR DISSOLUTION; (2) APPROVE ANY ACT REQUIRED BY THE ILLINOIS NOT FOR PROFIT CORPORATION ACT OF 1986 TO BE APPROVED BY MEMBERS; (3) FILL VACANCIES ON THE BOARD OR ON ANY OF ITS COMMITTEES; (4) ELECT, APPOINT OR REMOVE ANY OFFICER OR DIRECTOR OR MEMBER OF ANY COMMITTEE, OR FIX THE COMPENSATION OF ANY MEMBER OF A COMMITTEE; (5) ADOPT, AMEND, OR REPEAL THE BY-LAWS OR THE ARTICLES OF INCORPORATION; (6) ADOPT A PLAN OF MERGER OR ADOPT A PLAN OF CONSOLIDATION WITH ANOTHER CORPORATION, OR AUTHORIZE THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION; OR (7) AMEND, ALTER, REPEAL OR TAKE ACTION INCONSISTENT WITH ANY RESOLUTION OR ACTION OF THE BOARD OF DIRECTORS WHEN THE RESOLUTION OR ACTION OF THE BOARD OF DIRECTORS PROVIDES BY ITS TERMS THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY ACTION OF A COMMITTEE. ARTICLE IV, SECTION 11, COMPENSATION COMMITTEE, WAS UPDATED TO READ AS FOLLOWS: THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE DIRECTORS IN OFFICE, MAY DESIGNATE AND APPOINT A COMPENSATION COMMITTEE, WHICH SHALL CONSIST OF THE PRESIDENT AND ONE OR MORE ADDITIONAL DIRECTORS AS THE BOARD OF DIRECTORS MAY DETERMINE. THE COMPENSATION COMMITTEE SHALL BE SUBJECT IN ALL RESPECTS TO THE AUTHORITY AND DISCRETION OF THE BOARD OF DIRECTORS AND PROVIDE THE BOARD OF DIRECTORS WITH RECOMMENDATIONS FOR COMPENSATION OF THE CORPORATION'S CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER.

FORM 990, PART VI, SECTION A, LINE 4

ADDITIONAL UPDATES TO THE BYLAWS ARE AS FOLLOWS: ARTICLE IV, SECTION 12, OTHER COMMITTEES, WAS UPDATED TO READ AS FOLLOWS: OTHER COMMITTEES, AND SUBCOMMITTEES THEREOF, NOT HAVING OR EXERCISING THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CORPORATION MAY BE DESIGNATED BY THE PRESIDENT, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS. AMONG THESE, ONE OR MORE COMMITTEES SHALL BE DESIGNATED TO ASSIST THE BOARD IN ITS OVERSIGHT OF AUDIT AND FINANCIAL MATTERS. ARTICLE V, SECTION 5, CHIEF EXECUTIVE OFFICER, WAS UPDATED TO READ AS FOLLOWS: THE BOARD OF DIRECTORS MAY APPOINT AND PRESCRIBE THE DUTIES OF A CHIEF EXECUTIVE OFFICER, WHO SHALL HOLD OFFICE AT THE PLEASURE OF THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE OFFICER WILL BE AN EMPLOYEE OF THE CORPORATION AND WILL NOT BE A MEMBER OF THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE OFFICER MAY APPOINT AND PRESCRIBE THE DUTIES OF OTHER STAFF MEMBERS OF THE CORPORATION AS THE CHIEF EXECUTIVE OFFICER DEEMS APPROPRIATE, EACH OF WHOM SHALL BE EMPLOYEES OF THE CORPORATION, REPORTING TO THE CHIEF EXECUTIVE OFFICER OR HIS OR HER DESIGNEE.

FORM 990, PART VI, SECTION A, LINE 6

THE MEMBERS OF THE CORPORATION ARE THE PERSONS WHO FROM TIME TO TIME ARE MEMBERS OF THE BOARD OF GOVERNORS OF THE AMERICAN BAR ASSOCIATION. AN ANNUAL MEETING OF THE MEMBERS IS HELD IN EACH YEAR FOR THE PURPOSE OF ELECTING DIRECTORS AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.

FORM 990, PART VI, SECTION A, LINE 7A

AN ANNUAL MEETING OF THE MEMBERS IS HELD IN EACH YEAR FOR THE PURPOSE OF ELECTING DIRECTORS AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.

FORM 990, PART VI, SECTION B, LINE 11

THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ORGANIZATION'S FORM 990. MANAGEMENT REVIEWS THE COMPLETED FORM 990 AND PROVIDES A FULL COPY TO ALL VOTING MEMBERS OF THE GOVERNING BODY PRIOR TO FILING. THE CHAIR OF THE FINANCE COMMITTEE AND THE TREASURER OF THE GOVERNING BODY REVIEW THE FORM 990 BEFORE FILING. THEIR REVIEW INCLUDES A CONFERENCE CALL DISCUSSION ABOUT THE DETAILS OF THE FORM 990 WITH MEMBERS OF MANAGEMENT AND THE CPA FIRM THAT PREPARES THE RETURNS.

FORM 990, PART VI, SECTION B, LINE 12C

OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE ANNUALLY REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. POTENTIAL CONFLICTS ARE LOGGED WITH AND MONITORED BY THE DIRECTOR OF OPERATIONS.

FORM 990, PART VI, SECTION B, LINE 15A

A COMMITTEE OF THE BOARD OF DIRECTORS CONVENES TO ASSIST THE BOARD IN DETERMINING THE COMPENSATION OF THE FOUNDATION'S DIRECTOR. THE COMMITTEE, CONSISTING ENTIRELY OF INDEPENDENT DIRECTORS, CONSIDERS THE PERFORMANCE OF THE DIRECTOR AND COMPENSATION FOR DIRECTORS OF SIMILAR ORGANIZATIONS. THIS PROCESS IS DOCUMENTED.

FORM 990, PART VI, SECTION C, LINE 19

GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE THROUGH APPLICABLE GOVERNMENTAL AGENCIES; THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON WRITTEN REQUEST TO THE ORGANIZATION.

FORM 990, PART XI, LINE 9:

CHANGE IN POSTRETIREMENT BENEFITS -336,108.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

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