Dr. Gordon Lamb President Northeastern University Chicago, Illinois May 9,1990 Dear Gordon, I met this morning with Mark Henss, an attorney from UIC, to discuss the incorporation of the Chicago Education Federation. We will have a draft of the Articles of Incorporation by the May 21st meeting of the Council of Presidents. The Articles are relatively simple, and are basically a list of those involved plus standard boilerplate from the State code. I hope we can approve them at the meeting and then file shortly thereafter. I think they are simple enough that they can get rapid approval by all institutions. We hope to have a solid draft of the Bylaws by the May 21st meeting so that each institution can look at them. They are not needed to file for incorporation, so that will proceed in the meantime. One thing I have realized in this process is the need for continuity in legal counsel for the Federation. There will be still a fair amount of legal work in filing for tax exempt status, and then a large amount in the setting up of the staff and campus. This is too much for the legal staff of one of the member institutions to handle. Moreover we really don't want the legal staff rotating on an annual basis as the Chairperson of the Council of Presidents changes. One solution to this is to get outside counsel in place now during the time we are setting up the Federation. There is a strong possibility that Mayer, Brown and Platt would be willing to do this on a pro bono basis. They are a highly respected firm with a history of involvement in education in Chicago. The proposal would be that they function as outside counsel with the UIC staff as inside counsel during the initial stages. It may prove natural that they then continue as counsel for the Academy, or other measures can be taken. No commitment need be made at this time. If you are willing I would like to request some pro bono help from Mayer, Brown and Platt. There is a lot of legal work to be done, and it will pay to have it on a sound footing from the outset. Sincerely, Henry Frisch