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BYLAWS
OF
THE
NATIONAL ASSOCIATION OF LEGAL ASSISTANTS, INC.
Adopted April
20, 1975
Amended through August 1, 2008
The Bylaws of the Corporation adopted on
April 20, 1975, and subsequently amended, are hereby deleted in their
entirety and completely restated as of the 4th day of March 2006, and
amended by the NALA membership August 1, 2008.
Click
on the links below to go directly to the articles:
ARTICLE I - NAME, SEAL AND PRINCIPAL OFFICE
ARTICLE II - ARTICLES OF INCORPORATION, PURPOSES AND DEFINITIONS
ARTICLE
III - MEMBERSHIP
ARTICLE
IV - DIRECTORS
ARTICLE
V - EXECUTIVE COMMITTEE
ARTICLE
VI - OFFICERS
ARTICLE
VII - CONTRACTS AND CORPORATE INTERESTS
ARTICLE
VIII - FISCAL YEAR
ARTICLE
IX - APPOINTMENT OF COMMITTEES
ARTICLE
X - COMMITTEES AND THEIR DUTIES
ARTICLE
XI - CERTIFYING BOARD FOR LEGAL ASSISTANTS
ARTICLE XII - AMENDMENTS TO BYLAWS
ARTICLE
XIII -
ORGANIZATIONAL DIVISION
ARTICLE
XIV - PARLIAMENTARY AUTHORITY
ARTICLE XV - REMOTE
COMMUNICATIONS AND ELECTRONIC TRANSMISSION
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ARTICLE
I
NAME, SEAL AND PRINCIPAL OFFICE
1.1 Name. The name of the corporation is NATIONAL ASSOCIATION OF LEGAL
ASSISTANTS, INC. ("Corporation").
1.2 Seal. The corporate seal shall have inscribed thereon the name of
the Corporation and the words "Corporate Seal, Oklahoma."
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ARTICLE II
ARTICLES OF INCORPORATION, PURPOSES AND DEFINITIONS
2.1 Articles of Incorporation. The Articles
of Incorporation are hereby incorporated into and made a part of these
Bylaws.
2.2 Purposes. The purpose or purposes for which the Corporation is
organized are as specified in the Articles of Incorporation.
2.3 Definitions. The Corporation is formed under the Oklahoma General
Corporation Act ("Act") and the definitions as referenced in the Act shall
apply except where some different meaning or definition shall be set forth
in these Bylaws.
2.4 Legal Assistant and Paralegal. The terms legal assistant and paralegal
are used interchangeably and are considered the same within the terms of
these Bylaws. |
3.1 Right to Membership. Only those persons or
entities who shall qualify for membership according to the provisions
of these Bylaws shall become members.
3.2 Classes of Membership. There shall be four (4) classes of
membership as follows:
A-(3.2) Active Member
B-(3.2) Student Member
C-(3.2) Associate Member
D-(3.2) Sustaining Member
3.3 Qualifications
for Active Members. The following shall qualify for active membership:
A-(3.3) Any individual who has successfully completed the Certified
Legal Assistant ("CLA") examination of the Corporation.
B-(3.3) Any individual who has graduated from an American Bar
Association ("ABA") approved program of study for legal assistants or
paralegals.
C-(3.3) Any individual who has graduated from a course of study for
legal assistants which is institutionally accredited but not ABA
approved, and which requires not less than the equivalent of sixty
(60) semester hours of classroom study.
D-(3.3) Any individual who has graduated from a course of study for
legal assistants other than those set forth in this section 3.3 B and
3.3 C above, plus not less than six (6) months of in-house training as
a legal assistant, whose attorney-employer attests that such person is
qualified as a legal assistant.
E-(3.3) Any individual who has received a baccalaureate degree in any
field, plus not less than six months in-house training as a legal
assistant, whose attorney-employer attests that such person is
qualified as a legal assistant.
F-(3.3) Any individual who has a minimum of three (3) years of
law-related experience under the supervision of an attorney, including
at least six (6) months of in-house training as a legal assistant,
whose attorney-employer attests that such person is qualified as a
legal assistant.
G-(3.3) Any individual who has a minimum of two (2) years of in-house
training as a legal assistant, whose attorney-employer attests that
such person is qualified as a legal assistant.
H-(3.3) The directors of the Corporation may at any time or from time
to time prescribe further rules and regulations defining and governing
the admission of individuals to membership in the Corporation.
3.4 Qualifications of Student Members.
The following shall qualify for
student membership:
A-(3.4) Those individuals who are full time students in good standing
in any university, college, junior college or other approved school
pursuing a course of studies as a legal assistant.
B-(3.4) The directors of the Corporation may at any time or from time
to time prescribe further rules and regulations defining and governing
the admission of students to membership in the Corporation.
3.5 Qualification of Associate Members. The following shall qualify
for associate membership:
A-(3.5) Those members of bar associations endorsing the legal
assistant concept or involved in the promotion of the legal assistant
profession.
B-(3.5) Those members of the educational field endorsing the legal
assistant concept or involved in the promotion of the legal assistant
profession.
C-(3.5) The directors of the Corporation may at any time or from time
to time prescribe further rules and regulations defining and governing
the admission of individuals to associate membership in the
Corporation.
3.6 Qualifications for Sustaining Members. Those individuals, law
firms, corporations and legal assistant program representatives who
endorse the legal assistant concept or are involved in the promotion
of the legal assistant profession.
3.7 Rejection of Membership Applications. An application for any class
of membership shall be rejected if the applicant has not met any one
or more of the qualifications as set forth in these Bylaws or the
applicant has been convicted of a felony.
3.8 Membership List. Not more than thirty (30) days after the end of
the fiscal year end of the Corporation, the secretary shall cause to
be prepared a membership list for each class of membership as of the
end of such year. Such lists shall constitute the membership register
of the Corporation and shall be available for use at meetings of the
membership and for other purposes described in these Bylaws.
3.9 Members Qualified to Vote. Only active members in good standing
forty-five (45) days prior to an annual meeting or a special meeting
shall be qualified to vote at such meeting or upon other matters
coming to the members for action. An active member who is delinquent
in the payment of any dues or other assessments shall not be qualified
to vote. Student, associate or sustaining members are non-voting
members of the Corporation.
3.10 Voting by Individual Proxy. At any meeting of the membership of
the Corporation, any active member shall have the right to vote either
in person or by individual proxy. A member may appoint another member
and one alternate as proxy by an appropriate written designation. Any
such individual proxy shall be valid only for that meeting for which
it shall have been given. A proxy is revocable at the pleasure of the
member executing it, except as otherwise provided by Oklahoma law. No
person shall solicit any proxies and proxies obtained by such
solicitation may not be used at any membership meeting nor shall the
same be accepted by the secretary. Any individual proxy shall be
deemed filed by a member with the secretary when received by the
secretary thirty (30) days prior to an annual meeting. Any individual
proxy shall be deemed filed by a member with the secretary when
received by the secretary ten (10) days prior to a special meeting.
3.11 Written Ballot. By a majority vote of the quorum present, any
proposition before a meeting of the membership shall be taken by
written ballot. The motion for written ballot shall take precedence
over any pending question, proposition or motion before the meeting.
If such motion shall carry, then the ballot on such pending question,
proposition or motion shall be by written ballot, which ballot shall
not require the identification of the active member, delegate or proxy
voting.
3.12 Voting of Members. At any meeting of the membership, all
questions properly before such meeting shall be determined by a
majority vote of the quorum present except as shall otherwise be
required by the Articles of Incorporation or by any contrary specific
provision of these Bylaws. Voting by proxy shall be included in
determining majority vote.
Notwithstanding any other provisions of these Bylaws to the contrary,
election of officers and directors of the Corporation requires a
plurality vote. Voting by proxy shall be included in determining
plurality vote.
3.13 Quorum Defined. A quorum shall be deemed to exist at any meeting
of the membership with the exception of the annual meeting, with the
presence, either in person or by individual proxy, of five percent
(5%) of the members entitled to vote. A quorum shall be deemed to
exist at the annual meeting with the presence of a majority of those
active members registered for the annual convention together with a
majority of those active members appearing by proxy, said proxies
having been registered in the approved manner prior to the annual
meeting.
In the absence of a quorum, the members present in person or by proxy
may adjourn such meeting by majority vote of those present without
notice by: (a) announcement to such effect, and (b) then posting a
notice of such continuance on the outside of the principal entry to
the place of meeting and continuing such posting for not less than
twelve (12) hours thereafter, designating the continuance of the
meeting to a time and place specified until a quorum shall attend. The
directors or Executive Committee may adjourn and continue for an
interim not to exceed three (3) days; provided, however, that should
the directors or Executive Committee determine the meeting cannot then
be held, additional like adjournments or continuances may be
permitted. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have earlier been
transacted at the meeting as originally called.
3.14 Time and Place of Annual Meeting. The annual meeting of the
members shall be held at such time and place as set by the directors,
for the purposes of transacting business of the Corporation. However,
such annual meeting shall be held not less than sixty (60) days nor
more than one hundred twenty (120) days after the end of the
Corporation's fiscal year.
3.15 Call and Notice of Annual Meeting. The annual meeting shall be
held upon: (a) the call of the president, or (b) the affirmative vote
of two-thirds (2/3) of the Executive Committee; or (c) the affirmative
vote of two-thirds (2/3) of the directors on the Board of Directors.
The secretary shall cause written notice of the time and place of such
meeting to be given to each member not less than sixty (60) days prior
to the date of such meeting. Notice given to the members according to
the membership register of the Corporation as of the close of the
Corporation's prior fiscal year shall be sufficient and shall be
deemed notice upon additional individuals who shall have become
members of the Corporation after such register shall have been closed
and prior to the time of the annual meeting.
In the event of a national or regional emergency or disaster, strikes,
boycotts, acts of God or other circumstances tending to make it
virtually impossible or extremely difficult to hold a meeting as
called, then the Executive Committee may either reset or cancel such
meeting; provided, however, that should the meeting be canceled rather
than reset, the directors must promptly fix and carry out by mail or
through its officially designated publication a method for the
membership to vote for the election of officers by written ballot, any
plan to be used only for such election and definition of the plan to
be at the sole discretion of the directors.
3.16 Publication Notice of Annual Meeting.
In lieu of mailing written
notices as required pursuant to the provisions of these Bylaws, the
directors may, at their discretion provide that notice by mail of the
time and place of the annual meeting may be waived and in lieu thereof
notice shall be given as follows:
A-(3.16) Such notice shall be published in a newspaper of general
circulation in Tulsa County, Oklahoma, or in any other county which
shall hereafter be the site of the principal place of business of the
Corporation for two (2) successive weeks prior to the date of the
meeting, stating the specific time and place thereof and, in the case
of a special meeting of the membership, also stating its purpose; and
B-(3.16) Such notice shall also be published in the official
publication of the Corporation and such issue containing the notice
shall have been posted in the mail not less than sixty (60) days prior
to the date fixed for such meeting.
3.17 Special Meetings. Special meetings of the membership may be held
at such time and place as set by the directors of the Corporation. The
members may transact any business at a special meeting which could be
transacted at an annual meeting unless such business is by the
Articles of Incorporation or by these Bylaws specifically reserved to
the annual meeting.
3.18 Call and Notice of Special Meetings.
A special meeting shall be
held either: (a) on the call of the president, or (b) the affirmative
vote of two-thirds (2/3) of the Executive Committee, (c) or the
affirmative vote of two-thirds (2/3) of all of the then elected and
qualified directors of the Corporation. The secretary shall cause
written notice of the time and place of such meeting to be given to
each member not less than ten (10) nor more than sixty (60) days prior
to the date of such meeting. Notice given to the members according to
the membership register of the Corporation as of the close of the
Corporation's prior fiscal year shall be sufficient and shall be
deemed notice upon additional individuals who shall have become
members of the Corporation after such register shall have been closed
and prior to the time of the special meeting.
3.19 Publication and Notice of Special Meeting. In lieu of mailing
written notice as provided pursuant to the provisions of these Bylaws,
the directors may at their discretion provide that notice by mail of
the time and place of the special meeting may be waived and notice
shall be given as follows:
A-(3.19) Such notice shall be published in a newspaper of general
circulation in Tulsa County, Oklahoma, or in any other county which
shall hereafter be the situs of the principal place of business of the
Corporation for two (2) successive weeks previous to the date of the
meeting, stating the specific time and place thereof and also stating
the purpose; and
B-(3.19) Such notice shall also be published in the official
publication of the Corporation and such issue containing the notice
shall have been posted in the mail not less than fifteen (15) days
prior to the date fixed for such meeting.
3.20 Waiver of Notice. Any member shall be deemed to have waived
notice of the time, place and purposes of any annual or special
meeting by appearing at such meeting unless such appearance is
specifically for the purpose of contesting the validity thereof and
the member shall then and there personally file with the secretary of
the meeting a written protest to such effect before the meeting shall
have been commenced and declared to be in order. Notice of any meeting
need only be given to those members who have not waived notice thereof
as herein provided.
3.21 Resignation of Members. A member may resign at will by submitting
a written resignation to the Corporation at its principal office. Such
resignation shall be deemed to be effective when accepted either by:
(a) the executive director of the Corporation, (b) the Board of
Directors, or (c) by the Executive Committee, and dues for the current
year will be forfeited by said member.
3.22 Cancellation of Membership. The directors shall cancel the
membership of any member by a majority vote upon determining that such
member has: (a) been convicted of a felony, or (b) violated the Code
of Ethics of the Corporation. Additionally, the directors may cancel
the membership of any member by majority vote upon determining that
such member has: (a) been guilty of conduct actually and substantially
to injure the good name of the Corporation, or (b) failed to maintain
a high standard of professional ethics, which in either case would
have been deemed sufficient for a rejection of membership application.
Right to appeal shall be as provided either (a) in these Bylaws or,
(b) as provided for by the current policies and procedures as
determined by the directors of the Corporation.
3.23 Appeal from Cancellation of Membership. Any individual whose
membership shall have been canceled may make written appeal for
reinstatement as follows:
A-(3.23) To the directors, which appeal shall be considered and passed
upon at the next annual, regular, or special meeting of the directors
held (30) days or more after receipt of said written appeal. Appellant
shall have the right to appear before the directors at said meeting.
B-(3.23) To the membership, by forwarding written notice of appeal to
the secretary at the principal office of the Corporation not less than
ninety (90) days prior the date of the next annual meeting. Such
notice shall be placed upon the agenda of the next annual meeting as
one of the items of regular business scheduled. The membership will be
reinstated only upon majority vote at such meeting.
C-(3.23) No individual whose membership shall have been canceled as
aforesaid shall have the right to apply for reinstatement more than
one time.
D-(3.23) No individual whose membership shall have been canceled and
whose application for reinstatement shall be pending shall exercise
any rights of membership pending the determination of such
application.
3.24 Annual Reports. Annual reports shall be furnished to the members
according to the Act; provided, however, that such requirements shall
be suspended by appropriate resolution of the membership at any annual
or special meeting.
3.25 Statutory Right of Dissent. No right of dissent to any action of
the Corporation, as such is defined in the Act, shall exist where such
action shall have been approved, accepted, adopted or ratified either
by the smallest majority of votes of the membership required for
approval or alternatively by the directors in compliance with these
Bylaws, such approval by the membership or by the directors (as the
case may be) shall accordingly relinquish all rights of dissent to
that extent permitted by law.
3.26 Statutory Right of Dissolution.
The Corporation may be dissolved
by the affirmative vote of not less than two-thirds of the active
membership or by a vote of at least two-thirds (2/3rd) of all the duly
elected, qualified and acting directors.
3.27 Access to Records. Any member, in person or by attorney or other
agent, upon written demand under oath stating the purpose thereof,
shall have the right during the usual hours for business to inspect
for any proper purpose the Corporation's list of members, and its
other books and records, and to make copies or extracts therefrom. A
proper purpose shall mean a purpose reasonably related to a person's
interest as a member. Such request shall be as required under the Act
and the laws of the State of Oklahoma.
3.28 Ratification of Acts. Any transaction of business by the members
at any meeting which was invalidly noticed, convened or conducted
shall be as though fully valid if (a) such business is subsequently
approved and ratified at any meeting of the membership, or if (b) a
quorum had not been present in person or by proxy at any such earlier
invalid meeting and if thereafter the balance of the membership who
were neither present nor represented at such meeting shall execute a
consent to the transaction of such business ratifying the same or
shall execute an approval of the minutes thereof. Any such waivers,
consents or approvals shall be filed with the secretary and made a
part of the minutes and records of the Corporation.
3.29 Dues and Assessments. Members shall be liable for the following
dues and assessments:
A-(3.29) All new members shall pay an initiation fee fixed by the
directors.
B-(3.29) The annual dues for members shall be fixed by the directors
of the Corporation.
C-(3.29) Changes in the annual dues or initiation fees of the members
shall be determined by the directors of the Corporation without
further submission to or approval by the membership.
D-(3.29) Dues shall be due annually on the anniversary date that a
member becomes a member of the Corporation, and shall become
delinquent if not paid within three (3) months of said anniversary
date. A delinquent member shall be reinstated upon payment of dues and
such reinstatement fee as may be fixed by the directors. The payment
of dues and any reinstatement fee must be paid within nine (9) months
following the delinquent date.
3.30 Affiliated Associations.
A-(3.30) The Corporation may affiliate with duly organized local or
state groups or societies, which by objects, aims, constitutions,
bylaws or practice are functioning in harmony with the objects and
aims of the Corporation, subject to the recommendation of the
affiliated associations director and the affirmative vote of the
directors.
Election of Affiliated Associations Director
B-(3.30) A majority of the affiliated association representatives
present in person or by proxy at the annual meeting of the affiliated
associations shall elect the affiliated associations director by
ballot for a term of one (1) year. This director shall hold such
office for no more than two (2) consecutive terms. Student affiliated
associations are ineligible to nominate or vote for this position.
C-(3.30) If the affiliated associations director resigns, the
president shall fill the position by appointment. Said appointee must
meet the qualifications set forth in this section 3.30, subject to the
approval of the directors. Said director shall hold office for the
balance of the remaining term and until the next annual meeting of the
affiliated associations.
Qualifications of Affiliated Associations Director
D-(3.30) The affiliated associations director must be: (a) an active
member of the Corporation and a member in good standing of an
affiliated association during the term as affiliated associations
director, (b) must have successfully completed the Corporation's CLA
examination, and (c) must have maintained current CLA status. If the
individual elected is currently serving as an officer of an affiliated
association, the individual will voluntarily vacate the office of the
affiliated association for the term of the position as affiliated
associations director.
Duties of Affiliated Associations Director
E-(3.30) The affiliated associations director shall provide the
affiliated associations a formal voice in the management of the
Corporation and increase communications among: (a) the affiliated
associations and the Corporation, and (b) the affiliates as a group.
The affiliated associations director shall submit an affiliates
article for each issue of the official publication of the Corporation.
The affiliated associations director shall be a member of the
directors of the Corporation.
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ARTICLE
IV
DIRECTORS
4.1 General Powers. Except as otherwise
hereinafter provided the business of this Corporation shall be managed
and controlled by its directors. The directors may exercise all of the
power, authority and discretion which alternatively may be exercised by
the members or alternatively by the directors of the Corporation except
such as are by statute or according to the Articles of Incorporation or
by the other provisions of these Bylaws either specifically reserved to
the membership or alternately are delegated to the officers.
4.2 Specific Powers. By way of extension rather than limitation, the
directors shall be vested with the following authority, discretion and
powers:
A-(4.2) To purchase or otherwise acquire, deal in, sell, hold or dispose
of for this Corporation such property, rights, interests or privileges
(whether real, personal or mixed) of whatsoever nature which this
Corporation is authorized or may legally do and upon such terms and
conditions and for such consideration as it in its discretion shall deem
fit and to the best interests of the Corporation;
B-(4.2) To appoint, hire, contract with, suspend, discharge, remove or
otherwise deal with such subordinates, managers, assistants, agents,
servants or employees, either permanently or temporarily and to
determine and fix their duties and compensation and to require security
from them, to determine their fitness, all upon such terms and
conditions and for such consideration as it may in its discretion deem
fit and to the best interest of this corporation;
C-(4.2) To confer by appropriate resolution upon any officer or agent
the right to choose, hire, contract with, remove, suspend, discharge or
otherwise deal with subordinate agents, employees or servants as it may
in its discretion deem fit and to the best interests of this
Corporation;
D-(4.2) To appoint any person or persons to accept, acquire, hold in
trust, dispose of any property (real, personal or mixed) for or
belonging to this Corporation or in which it shall or may be interested,
and to otherwise act for any purpose and to execute and do such other
duties and things which may be requisite or incident or convenient in
relation to such trust;
E-(4.2) To create, make or authorize the creation or issuance of such
checks, drafts, notes, bonds, debentures, mortgages, leases, trust
agreements, instruments, contracts or agreements of whatsoever nature
and type and to do each and every other act and thing necessary,
incident or convenient in effectuating the same;
F-(4.2) To conduct business of the directors by mail or meetings. In the
event of a mail vote, a majority of votes cast by the directors shall be
required to approve any action thereof.
4.3 Qualifications of Directors.
A-(4.3) A director must be: (a) legally competent to enter into
contracts, (b) a citizen of the United States of America, (c) an active
member of the Corporation, (d) actively employed as a legal assistant,
(e) have successfully completed the CLA examination, and (f) have
maintained current CLA status.In
addition to the above-referenced qualifications, a Region Director
elected pursuant to Article 4.5 of these bylaws must be either a
resident of the region for which the Director is elected or must be
employed within the region for which the Director is elected.
B-(4.3) Directors of the Corporation will evidence their good faith and
fiduciary obligations to the Corporation by executing in the presence of
a notary public a non-compete agreement as described in the policies and
procedures of the Corporation, which shall be binding upon such director
during the director's term of office. If such agreement is not received
by the president, secretary and executive director of the Corporation
within thirty (30) days of election, or within thirty (30) days of the
effective date of these Bylaws, the president shall declare the
director's position to be vacant and it shall be filled in accordance
with the Bylaws.
4.4 Number of Directors. The directors shall consist of the officers of
the Corporation, chairperson of the Certifying Board, chairperson of the
Advanced Paralegal Certification Board, chairperson of the Professional
Development Committee, chairperson of the Continuing Education Council,
the affiliated associations director, and the nine (9) directors named
in the Articles of Incorporation and as specified under Section 4.5 of
these Bylaws. The executive director shall be a non-voting member of the
Board of Directors.
4.5 Election and Tenure of Directors.
Commencing with 1976, one (1) Director shall be elected from each
of nine (9) geographical regions to be determined by the initial Board
of Directors in the following manner:
A-(4.5) The Regional Directors shall be elected by the membership of the
corporation at the annual meeting of the membership.
B-(4.5) Voting for directors shall be by ballot at the annual meeting
except when there is but one candidate for any office. In that event, if
there is no objection, the chair may declare the candidate elected.
Prior to the submission of the ballot at the annual meeting, the
president shall appoint an election judge and six (6) tellers for the
purpose of tallying the votes for both officers and directors, including
all ballots voted by proxy. The election judge shall certify the results
of said vote to the chair who shall announce the results to the
assembly. A plurality of those members present in person or by proxy
shall elect the officers and directors. In the event of a tie, the
voting members shall immediately proceed to vote by ballot to dissolve
such tie.
C-(4.5) In addition to the
qualifications of a director as specified under the provisions of this
Article IV, a Regional Director elected pursuant to Section 4.5 of these
Bylaws must be either a resident of the region or employed within the
region for which the Regional Director is elected.
D-(4.5) A Regional Director shall be elected for a two (2) year term or
until their successors are duly elected and qualified. No Regional
Director may be elected to hold such office for more than two full
consecutive terms.
E-(4.5) Upon a Regional Director's
death, resignation, removal, or inability to act, the directors of the
Corporation shall appoint an individual to fill the regional director
position until such time as a successor is duly elected and qualified at
the next annual meeting of the membership.
4.6 Election and Tenure of Officers. Except for the office of president,
the membership shall elect all officers of the Corporation. The election
of officers shall take place at the annual meeting of the Corporation.
The president of the Corporation shall be elected by the directors as
specified in these bylaws.
A-(4.6) Voting for officers shall be by ballot at the annual meeting
except when there is but one candidate for any office. In that event, if
there is no objection, the chair may declare the candidate elected.
Prior to the submission of the ballot at the annual meeting, the
president shall appoint an election judge and six (6) tellers for the
purpose of tallying the votes, including all ballots voted by proxy. The
election judge shall certify the results of said vote to the chair who
shall announce the results to the assembly. A plurality of those members
present in person or by proxy shall elect the officers. In the event of
a tie, the voting members shall immediately proceed to vote by ballot to
dissolve such tie.
B-(4.6) The directors shall hold an election for the office of president
at a regular meeting to be held prior to the annual meeting of the
membership. The president must be elected from the membership of the
directors in accordance with the procedure set forth in the procedures
and policies of the Corporation. The president shall serve from the
first Board of Directors meeting following the annual meeting of the
members through the annual meeting of the members of the next ensuing
fiscal year. All other officers shall be elected by the membership of
this Corporation at the annual meeting of the membership and shall hold
their office for one (1) year or until their successors are duly elected
and qualified. No member shall hold the same office for more than two
(2) consecutive years.
C-(4.6) Upon an officer's death, resignation, removal, or inability to
act, the directors of the Corporation shall appoint an individual to
fill the officer position until such time as a successor is duly elected
and qualified at the next annual meeting of the membership.
4.7 Quorum. A majority of the directors shall constitute a quorum and
shall be required for all meetings of the directors for the transaction
of business. Except as shall otherwise be provided for in these Bylaws,
the vote by a majority of the quorum at any duly constituted meeting
shall be sufficient to elect and approve any measure. In the absence of
a quorum at a duly called meeting, the directors present by majority
vote and without further notice other than announcement, may adjourn the
meeting from time to time until a quorum shall attend. The Board of
Directors or Executive Committee may adjourn and continue for an interim
not to exceed three (3) days; provided, however, that should the
directors or Executive Committee determine the meeting cannot be held,
additional adjournments or continuances may be permitted. Any business
may be transacted at such adjourned meeting which might have been
transacted at the meeting as originally called.
4.8 Failure of Director to Act. If any member of the directors shall be
absent from two (2) consecutive Board of Director meetings without
cause, then such office may be deemed to be vacant and may be filled at
the second of such absences as an interim vacancy by the directors.
4.9 Resignation of Director. The resignation of a director shall not be
deemed to be effective until accepted by the directors unless the same
shall have been submitted in writing and specified to be effective as of
a certain date.
4.10 Removal. A director may be removed from office for cause by the
affirmative vote of two-thirds (2/3) of all of the then duly elected and
qualified members of the directors. Cause shall be defined as having:
(a) been convicted of a felony, or (b) violated the Code of Ethics of
the Corporation. Additionally, the directors may cancel the membership
of a director by majority vote and upon determining that such director
has: (a) been guilty of conduct actually and substantially to injure the
good name of the Corporation, or (b) failed to maintain a high standard
of professional ethics or personal conduct which in either case would
have been deemed sufficient for a rejection of membership application,
or (c) any substantial neglect of duty, or (d) any physical or mental
disability or illness to such an extent as will prospectively render
such director unable to promptly resume the performance of his or her
duties within a reasonable time, or (e) such unethical or immoral
conduct by such director which together with publicity or anticipated
publicity will reflect unfavorably upon the Corporation.
4.11 Annual Meeting. The annual meeting of the directors shall be held
before the annual membership meeting and shall be held at the same
location. The secretary shall give notice of the time for which such
meeting shall be called not less than thirty (30) days prior to the date
fixed for the meeting.
4.12 Regular Meetings. The first regular meeting of the Board of
Directors for each fiscal year shall be held without notice, within
twenty-four (24) hours of the annual meeting of the membership, and at
the same location as the annual meeting of the membership. At said
directors meeting the Board of Directors shall fix the time and place
for not more than two (2) additional meetings for the ensuing year. The
directors must hold at least two (2) regular meetings during each fiscal
year.
4.13 Special Meetings. Special meetings of the directors may be called
by appropriate resolution of a majority of the directors.
4.14 Notice of Regular and Special Meetings. The secretary shall cause
written notice of such meetings to be given not less than thirty (30)
days prior to the date fixed for the regular meeting and not less than
ten (10) days prior to the date fixed for any special meeting. Notice
shall be deemed to have been properly given when delivered in person, by
electronic transmission, or by mail. If mailed, notice shall be deemed
to have been delivered when deposited in a sealed envelope with postage
prepaid in the United States mail addressed to the director at his or
her last known or ascertainable address.
4.15 Waiver. When any notice is required to be given to the directors by
these Bylaws, the Articles of Incorporation, or by law, then a waiver in
writing of such notice executed by such director shall be deemed
equivalent to receiving notice. Additionally, the presence of any
director at any meeting shall be deemed to be the equivalent of notice
and shall constitute a waiver of notice unless such director shall
specifically appear for the purpose of contesting the validity of such
meeting and shall then file with the Secretary a written protest to such
effect before the meeting shall have been commenced and declared to be
in order. Notwithstanding anything to the contrary in this Article IV,
no notice whatsoever shall be given of the call of any meeting to a
director who shall have waived notice as aforesaid.
4.16 Proxy of Director. A director shall not appoint any person as
attorney-in-fact or proxy, nor shall any director attempt to act at any
meeting through a proxy, agent or attorney-in-fact. A director may
submit a written ballot on questions and matters before the Board which
have been included in any advance agenda for a meeting.
4.17 Secret Ballot. Upon demand of any director, the vote on any
question, proposition or motion shall be taken by secret written ballot.
4.18 Compensation to Directors. Directors shall not receive any fee for
attendance at any meetings or for serving in such capacity; provided,
however, that the directors may reimburse a director for actual travel
or other like expenses paid or incurred by a director in the performance
of any proper duty or function in accordance with allowable expenses as
set forth in the policies and procedures of the Corporation.
4.19 Presumption of Assent. A director who is present at a meeting of
the directors at which action on any corporate matter is taken shall be
deemed to have consented to such action unless the director's dissent
shall be entered in the minutes of the meeting, or unless the director
shall file written dissent to such action with the Secretary of the
meeting before adjournment of the meeting, or unless the director shall
otherwise deliver such written dissent by registered mail to the
Secretary of the Corporation not more than five (5) days after the
adjournment of such meeting. Such right to record dissent shall not
apply to a director who has earlier voted in favor of any action.
4.20 Defenses of Claims. The directors may authorize such expenditures
as it shall deem to be in the best interests of the Corporation for the
investigation and defense of claims made or suits brought by any persons
whomsoever either against the Corporation, its directors, officers,
agents or employees, or any of them without regard to the nature of the
alleged claim or suit.
4.21 Personal Liability of Directors. A director shall have no personal
liability for any claims or damage that may result from acts in the
discharge of any duty imposed or exercise of any power conferred upon
such director by this Corporation if, in good faith, such director shall
have acted with ordinary care and prudence or alternatively shall have
relied upon the opinion of an attorney, accountant or other professional
consultant of the Corporation.
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ARTICLE
V
EXECUTIVE COMMITTEE
5.1 Powers and Authority.
The Executive
Committee shall be vested with, have and exercise all of the authority,
power and discretion of the directors except for such part thereof as
shall be expressly reserved by the directors. The Executive Committee
may conduct its business by mail or meetings. In the event of a mail
vote, the majority vote of members of the Executive Committee shall be
required to approve any action thereof.
5.2 Membership.
A-(5.2) The membership of the Executive Committee shall be comprised as
follows: All elected officers and the Executive Director and not more
than two (2) additional members appointed to the Executive Committee by
the president. The Executive Director of the Corporation is a non-voting
member of the Executive Committee.
B-(5.2) Appointed members to the Executive Committee shall comply with
and be subject to the requirements of Article IV of these Bylaws within
thirty (30) days of his or her appointment.
5.3 Limitations. The Executive Committee shall neither amend the Bylaws
of the Corporation nor appoint interim Directors. All acts of the
Executive Committee shall be subject to ratification by the Directors.
In the event that the Executive Committee action is required pursuant to
the terms of these Bylaws, and the Executive Committee is not currently
active, then the Board of Directors shall act in place of the Executive
Committee.
5.4 Reports. The Executive Committee shall fully advise the directors as
to all of its actions, shall keep regular minutes, and shall make such
written or oral reports as shall be required.
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ARTICLE
VI
OFFICERS
6.1 Officers. The officers
of the Corporation shall consist of a president, first vice president,
second vice president, secretary, and treasurer.
6.2 Prerequisites for Officers.
A-(6.2) An officer must be: (a) an active member of the Corporation, (b)
actively employed as a legal assistant, (c) successfully completed the
CLA examination, and (d) maintained current CLA status.
B-(6.2) An officer of the Corporation will evidence good faith and
fiduciary obligations to the Corporation by executing in the presence of
a notary public a non-compete agreement as described in the policies and
procedures of the Corporation, which shall be binding upon such officer
during the officer's term of office. If such agreement is not received
by the president, secretary and executive director within thirty (30)
days of election or within thirty (30) days of the effective date of
these Bylaws, the president shall declare the officer's position to be
vacant and it shall be filled in accordance with these Bylaws.
6.3 Compensation for Officers. All elected and appointed officers of the
Corporation shall serve without compensation, except that all proper
expenses shall be reimbursed upon the approval or ratification by the
directors.
6.4 President. The president shall be the general manager of the
Corporation, shall have general supervision of the business, shall
conduct all of the regular business of the Corporation, shall see that
all orders and resolutions of the directors are enforced and put into
effect, shall be its principal officer and agent, shall automatically be
and serve as chairperson of its Board of Directors, shall preside at all
meetings and shall negotiate and execute all contracts, bonds,
mortgages, and all other instruments whatsoever incident to the conduct
of business of the Corporation. By way of extension rather than
limitation, the president may appoint and remove, employ, contract with
and discharge all employees and agents of the Corporation; the president
shall have such other and further authority, power and discretion as
shall reasonably be necessary, incident to or convenient for the
accomplishment of the purposes of the Corporation and transaction of all
of its business of whatsoever nature except as shall be prohibited under
the laws of Oklahoma, the Act or absolutely reserved to the directors in
these Bylaws or hereafter limited by act of the directors. The president
shall be a member on all committees and boards of the Corporation.
6.5 First Vice President. The first vice president shall exercise the
functions of the president in the absence or disability of the president
and, when so acting, shall have all of the powers and authority of the
president. The first vice president shall perform such other duties as
from time to time may be assigned by the directors or the president.
6.6 Second Vice President. The second vice president shall be charged
with soliciting new members and shall approve or reject all applications
for membership in accordance with these Bylaws and the policies and
procedures of the Corporation. Applications for membership shall be made
upon standard forms furnished by the Corporation and submitted with
annual dues and initiation fee. Any application which is rejected or not
approved may be referred to the directors for reconsideration upon
written request of the applicant made to the president of the
Corporation.
6.7 Secretary. The secretary shall attend all meetings of the membership
and of the Directors, shall keep a full and accurate account of their
proceedings and, when directed, shall cause to be prepared and forwarded
to the members or the directors notices of meetings. The secretary shall
keep a record of the last known address of all members and directors.
The secretary shall keep the seal of the Corporation and shall affix the
same to all conveyances of real estate and other documents requiring the
seal either upon the direction of the directors or the president. Unless
otherwise directed by the directors, the secretary shall have no duty to
determine that any report or return shall have been mailed or any tax
paid to any governmental body.
6.8 Treasurer. The treasurer shall submit policies to the Board
concerning financial planning and budgeting; serve as chairperson of the
budget committee; present the financial reports to the Board of
Directors and membership; and monitor expense claims of the Corporation
for compliance with policies and procedures. The treasurer shall be
bonded at the expense of the Corporation. The treasurer shall ascertain
that any report or return necessary shall have been filed and any tax
due shall have been paid to any proper governmental agency.
6.9 Resignation. An officer may resign at any time by delivering written
notice to the principal office of the Corporation. Such resignation
shall take effect at the time specified in the notice, or, if the time
is not specified, then upon receipt of such notice, at which time all
directors will be notified of the resignation. |
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ARTICLE
VII
CONTRACTS AND CORPORATE INTERESTS
7.1 Contracts.
In the absence of fraud, no
contract or other transactions between this Corporation and any other
corporation shall be affected by the fact that members, directors,
officers or agents of this Corporation are shareholders, directors,
officers or agents of any other corporation if such contract or
transaction shall be either approved or ratified by the directors of
this Corporation after a disclosure or with knowledge of such interests.
Any member, director or officer individually, or any corporation,
partnership, trust or other entity in which a member, director or
officer of the Corporation is interested may be a party to or interested
in any contract or transaction with the Corporation, provided that such
contract or transaction shall be either approved or ratified by the
affirmative vote of the directors of the Corporation following
disclosure or with knowledge of such interests. Members and directors so
interested may be counted when present at meetings of members or
directors, as the case may be, for the purposes of determining whether a
quorum exists.
7.2 Accounting. No member, director or officer shall be liable to
account to this Corporation for any profit indirectly or directly
realized from or through any such transaction or contract with this
Corporation by reason of his or her interests therein which shall have
been either approved or ratified as aforesaid.
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ARTICLE
VIII
FISCAL YEAR
8.1 Setting of Fiscal Year. The fiscal year of this Corporation shall
begin on the 1st day of May and end on the 30th day of April.
8.2 Amendment. This fiscal year of the Corporation may be changed by the
directors at any annual, regular or special meeting.
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ARTICLE
IX
APPOINTMENT OF COMMITTEES
9.1 Board Appointed Committees.
The
Directors may at any time or from time to time constitute either
standing or special committees, for such purposes and vested with such
authority as it shall determine to be in the best interests of this
Corporation.
9.2 Limit of Committee Authority and Action. Unless specifically so
authorized by appropriate resolution of the directors, no standing or
special committee shall preempt the stated authority and function of any
officer of the Corporation. No standing or special committee shall
represent the Corporation nor hold itself out as being vested with any
authority without the specific authorization of the directors. No such
committee shall likewise incur any financial obligation nor enter into
any contract for this Corporation without the prior specific
authorization of the directors therefore. |
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ARTICLE
X
COMMITTEES AND THEIR DUTIES
10.1 Standing Committees.
The standing committees
shall include the following and such others as the directors deems
necessary:
| Annual Workshop |
Official Publications |
| Credentials |
Professional Development |
| Educational Development |
Resolutions |
| Ethics |
Nominations & Elections |
| Seminar Coordinator |
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10.2 Special Committees.
Special committees may be created and appointed
by the president, subject to the approval of the directors.
10.3 Standing Committee Chairperson. The president shall appoint such
standing committee chairperson whose appointment is not otherwise
provided for in these Bylaws, subject to the approval of the Executive
Committee, and shall announce such appointments to the directors within
thirty (30) days after the annual meeting.
10.4 Duties. The duties of the standing committees shall be as follows:
A-(10.4) Annual Workshop. It shall be the duty of this committee to
supervise the planning and presentation of an annual educational
workshop to be held in conjunction with the annual membership meeting.
The function of the annual workshop committee is under the auspices of
the Corporation's Continuing Education Council.
B-(10.4) Educational Development. It shall be the duty of this committee
to develop educational material for legal assistants. The function of
the educational development committee is under the auspices of the
Corporation's Continuing Education Council.
C-(10.4) Ethics. This committee shall report any violations of the Code
of Ethics adopted by the Corporation to the directors for appropriate
action. The Chairperson of this Committee shall automatically be a
member of the special committee appointed by the president investigating
membership suspensions or cancellations.
D-(10.4) Professional Development. The purpose of this committee shall
be to conduct research and recommend updates of the Corporation's Model
Standards and Guidelines for Utilization of Legal Assistants as adopted
by the membership July 18, 1984, and to further the Corporation's goals
to develop, encourage, support and maintain high standards for the legal
assistant profession. Members shall be appointed for three (3) year
terms. Terms of appointment shall be staggered as set forth in the
policies and procedures of the Corporation. The
chairperson of the Professional Development Committee shall: (a) be a
member of this Corporation, (b) have passed the Corporation's CLA
examination, (c) shall have served on this committee at least one (1)
year, and (d) shall become a member of the directors of this
Corporation.
E-(10.4) Nominations & Elections. It shall be the duty of this committee
to issue a call for declarations of candidacy for the offices of first
vice president, second vice president, secretary, treasurer and regional
directors up for election
postmarked no later than February 1, instructing those members wishing
to declare themselves candidates for any office to return the prescribed
form, signed by the prospective candidate no later than March 15. The
chairperson of this committee shall then prepare a sample ballot of the
candidates and cause the same to be mailed to each member of this
Corporation at least thirty (30) days prior to the annual meeting. In
addition, the duties set out in section IV of these Bylaws shall be
performed.
F-(10.4) Official Publication. The chairperson of this committee shall
act as editor of the official publication and shall have charge of
publishing and circulating same to the members of this corporation as
directed by the directors and/or president. The function of the official
publication committee is under the auspices of the Corporation's
Continuing Education Council.
G-(10.4) Seminar Coordinator. It shall be the duty of this chairperson
to supervise the planning and presentation of such seminars for legal
assistants as the directors may designate. This chairperson shall have
express authority to appoint such committee members as may be necessary
to carry out the duties of this committee. The function of the seminar
coordinator committee is under the auspices of the Corporation's
Continuing Education Council.
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ARTICLE
XI
CERTIFYING BOARD FOR LEGAL ASSISTANTS
11.1 Certifying Board for Legal
Assistants.
A-(11.1) The Certifying Board shall be charged with the responsibility
for and administration of the national certifying examination for legal
assistants.
B-(11.1) The Certifying Board shall consist of a minimum of five (5)
individuals who are members of the Corporation and have obtained either
the Corporation's Certified Legal Assistant Specialist ("CLAS")
designation or the Corporation's Advanced Paralegal Certification
("APC") designation. The Certifying Board members shall be appointed by
the president subject to approval of the Board of Directors and each
shall serve for a term of three (3) years. In addition, not less than
two (2) attorneys (who shall be duly licensed) and two (2) educators
shall be appointed by the president subject to approval of the Board of
Directors, each to serve for a term of (2) years.
C-(11.1) The chairperson of the Certifying Board shall have served on
the Certifying Board for at least one (1) year and shall be a member of
the Board of Directors of this Corporation.
D-(11.1) The immediate past chairperson of the Certifying Board shall be
an ex-officio member of the Certifying Board for a term of one (1) year.
11.2 Advanced Paralegal Certification Board
A-(11.2) The Advanced Paralegal Certification ("APC") Board shall be
charged with the responsibility for and administration of the advanced
paralegal certification program for legal assistants.
B-(11.2) The APC Board shall consist of a minimum of five (5)
individuals who are members of the Corporation and have obtained either
the Corporation's CLAS designation or the Corporation's APC designation.
The APC Board members shall be appointed by the president subject to
approval of the Board of Directors and each shall serve for a term of
three (3) years. In addition, not less than two (2) attorneys/employers
(if an attorney, the individual shall be duly licensed) and two (2)
educators shall be appointed by the president subject to approval of the
Board of Directors, each to serve for a term of (2) years.
C-(11.2) The chairperson of the APC Board shall have served on the APC
Board for at least one (1) year and shall be a member of the Board of
Directors of this Corporation.
D-(11.2) The immediate past chairperson of the APC Board shall be an
ex-officio member of the APC Board for a term of one (1) year.
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ARTICLE
XII
AMENDMENTS TO BYLAWS
A-(12.1) Amendments by Membership.
Any member may
submit a proposed amendment to the Bylaws by delivering the proposed
resolution in written form to the secretary of this Corporation no later
than March 1. Amendments submitted by the membership shall be considered
by the directors who shall recommend for or against the adoption of the
amendment.
B-(12.1) Amendments by the Directors.
The directors or any member of the
Corporation may propose amendments to the Bylaws at the first Board of
Directors meeting of the calendar year.
C-(12.1) Publication of Proposed Amendments. The directors shall cause
any proposed amendment(s) to be published in the official publication
together with the notice of the ensuing annual meeting or otherwise
included in a notice forwarded to the membership.
D-(12.1) Presentation of Proposed Amendments. Only amendment(s)
submitted in accordance with this Section 12.1 paragraphs A, B, or C
herein shall be considered during the course of any annual meeting.
E-(12.1) Vote Required to Adopt. The affirmative vote of two-thirds
(2/3) of the members present in person or represented by proxy at the
meeting shall be required to pass an amendment.
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ARTICLE
XIII
ORGANIZATIONAL DIVISION
13.1 Organizational Division.
The directors in performing
its duties with respect to the management of the Corporation shall have
the power and authority to establish sections or divisions for its
membership pursuant to such rules and regulations and qualifications as
the directors may adopt not inconsistent with the Bylaws. |
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ARTICLE
XIV
PARLIAMENTARY AUTHORITY
14.1 Parliamentary Authority. Robert's Rules of Order Newly Revised
shall be the parliamentary authority where applicable and where there is
no conflict between said rules and these Bylaws and the Articles of
Incorporation of the Corporation.
14.2 The Corporation shall retain a professional parliamentarian who
shall supervise the parliamentary procedures of all membership meetings
and formal meetings of the Board of Directors. In the absence of the
duly appointed parliamentarian at any meeting a majority of the Board
members present shall elect a substitute parliamentarian for that
meeting. |
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ARTICLE XV
REMOTE COMMUNICATIONS AND ELECTRONIC TRANSMISSIONS
15.1 Electronic
Transmission. Any notice of the time, place if any, and purpose of any
meeting as specified in these Bylaws; any proxy given by a member; or any vote
of the members or directors of the Corporation; or a vote of a committee as
specified in these Bylaws shall be deemed given if delivered by electronic
transmission. If notice, proxy, or vote is given by electronic transmission,
the notice, proxy, or vote is given when electronically transmitted to
the individual entitled to receive the same in a manner authorized by the
Corporation. Electronic transmission shall be as defined in the Act.
15.2 Remote Transmission
If an individual or proxy holder may be present and vote at a meeting by remote communication, the individual or proxy holder shall be given
notice of the means of remote communication allowed.
15.3 Electronic Meetings.
The directors, committee members as specified in the Bylaws, and members may participate in a meeting by means of conference telephone or
similar communications equipment by means, of which all persons
participating in the meeting can communicate with each other. All participants
shall be advised of the communications equipment and the names of the
participants in the conference shall be divulged to all participants.
Participation in a meeting pursuant to this Section shall constitute presence in
person at the meeting. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, a meeting as specified in this Section, may be
conducted solely by means of remote communication. |
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