Federal Bar Association Charter Update: Governance Rules Shift from Law to Internal Bylaws

The Foundation of the Federal Bar Association Charter Amendments Act of 2025 is the legislative equivalent of a major corporate housekeeping session. This bill doesn’t introduce new government programs or taxes; instead, it focuses entirely on streamlining the internal operations and governance of the Federal Bar Association (FBA) corporation, primarily by shifting authority from federal statute into the organization’s own rulebook—the bylaws.

The Bylaws Are the New Boss

The biggest change here is a massive delegation of power to the FBA’s internal documents. Previously, the federal law that chartered the FBA spelled out certain rules for membership and leadership structure. This Act scraps those specifics and states that the rules for who can be a member, how the governing body works, and how officers are elected will now be determined entirely by the organization’s bylaws (Sec. 3, Sec. 4). Think of it like this: Congress is handing the keys to the rulebook over to the Board of Directors. For the FBA, this means much greater administrative flexibility. For the public and watchdogs, it means that the essential structure of the organization moves from easily accessible public law into internal documents that might be less transparent. This is a common move for modernizing charters, but it does reduce statutory oversight.

Strict Limits on Money and Politics

For those worried about non-profits blurring the lines, Section 5 provides some very clear boundaries. The Act explicitly bans the FBA from issuing any stock or paying dividends, reinforcing its non-profit status. Crucially, it imposes a strict no-politics rule: the corporation’s money cannot be used to influence legislation or support political candidates. This restriction applies not only to the organization but also to its directors and officers when acting officially. Furthermore, the FBA cannot give loans to its directors, officers, members, or employees. This section ensures the organization stays focused on its mission and away from the political fundraising game.

Paying for Work, Not Profit

While the FBA can’t hand out dividends, the Act makes it clear that people working for the organization can still be paid. The Board can approve reasonable salaries and reimburse officers and members for business expenses incurred while working for the corporation (Sec. 5). This provision is standard for non-profits, recognizing that professional work deserves professional pay. However, since the term “reasonable” isn’t defined, the Board’s judgment on compensation will be key. The law also protects individual members and private individuals from being held personally responsible for the corporation’s debts, which is a significant liability shield (Sec. 5).

Goodbye, D.C. Requirement

In a move that reflects modern remote work and decentralized operations, the Act removes the requirement that the FBA’s principal office must be in the District of Columbia. Now, the Board of Directors can pick any location within the United States and specify it in the bylaws (Sec. 6). This gives the organization flexibility to potentially relocate to a place with lower operating costs or closer to a major hub of its membership. This change also triggers an update to how the FBA handles legal notices, requiring it to follow the service of process rules of the State or District where it was originally incorporated (Sec. 7).