|
| Monday, October 6, 2008 |
|
AMENDED AND RESTATED BY-LAWS OF MASSACHUSETTS PARALEGAL ASSOCIATION, INC.
ARTICLE I IDENTIFICATION Section 1. Name. The name of this organization shall be MASSACHUSETTS PARALEGAL ASSOCIATION, INC. This organization shall be referred to throughout these By-Laws as the “MPA”. Section 2. Office. The principal office of the MPA shall be at such place in Massachusetts as may be designated by the Board of Directors. Section 3. Fiscal Year. The fiscal year of the MPA shall be the twelve months ending December 31. Section 4. Purpose. The MPA is a voluntary, non-profit, non-sectarian, non-partisan and non-union organization which serves (i) to promote high professional and ethical standards in the education, training and employment of paralegals, (ii) as a source of educational and career information for members, the legal community and the general public and to provide networking opportunities for paralegals and paralegal students (iii) to promote the general professional interest of paralegals. Section 5. Affiliations. The MPA is a member of the National Federation of Paralegal Associations (“NFPA”). ARTICLE II MEMBERSHIP AND DUES Section 1. Classes and Qualifications of Members. The MPA shall have four classes of members: Voting Members, Associate Members, Student Members and Sustaining Members. (a) Voting Member: Any person employed as a paralegal, or in a position with duties comparable to those of a paralegal as currently defined by NFPA. The NFPA’s definition of paralegal as currently defined and as amended from time to time is: “A paralegal is a person qualified through education, training or work experience to perform substantive legal work that requires knowledge of legal concepts and is customarily but not exclusively, performed by a lawyer”. This person may be retained or employed by a lawyer, law office, governmental agency or other entity. Voting members shall be the only class of members entitled to vote on any matter put before the membership of the MPA. (b) Associate Member: any individual who was formerly employed as a paralegal or has graduated from a paralegal program but is not currently employed as a paralegal. (c) Student Member: students currently enrolled in a paralegal education program at the time of their joining the MPA. (d) Sustaining Member: organizations, companies, agencies or law firms concerned with the betterment of the paralegal profession. Section 2. Dues. All dues shall be paid annually on an anniversary basis. The Board of Directors may determine at any time, the amount, time and manner of payment, for the subsequent year, of dues payable to the MPA by its members. All dues accepted by the MPA shall be non-refundable. No later than thirty (30) days prior to the effective date of any proposed change in dues, notice shall be given to all voting members indicating said change and stating as follows: “A change in dues will become effective as of..” [not earlier than thirty (30) days after notice has been sent to all members]. This change in dues will become effective unless altered, amended or repealed by the members of the MPA who are entitled to vote in accordance with the By-Laws of this MPA. Section 3. Non-Transferability of Membership. Membership in the MPA shall be non-transferable and non-reciprocal. No member of the MPA may have any claim, right, or interest in, or to the assets or property of the MPA. ARTICLE III MEETINGS OF MEMBERS Section 1. Annual Meeting. The annual meeting of the membership of the MPA shall be held on or about October of each year or at any time as the Board of Directors may determine. The purposes for which the annual meeting is to be held (in addition to those prescribed by law, by the Articles of Organization, as amended, or by these By-Laws) shall be specified by the Officers and Directors. Notice shall be sent to all voting members of the MPA at least fifteen (15) days prior to said meeting. The Board of Directors shall set the order of business at each annual meeting. Section 2. Special Meetings. The President may call special meetings of the membership or a majority of the Board of Directors then in office for whatever purpose the Board of Directors shall deem appropriate. Fifteen (15) day notice shall be sent to the membership and state the purpose of the meeting and the time and place thereof. Section 3. General Membership Meetings. There should be no fewer than two (2) meetings of the general membership each year. All meetings shall be held at a location to be determined by the Board of Directors. Notice of the date, time and location of said meeting shall be sent at least fifteen (15) days prior to said meeting. Section 4. Quorum. At any meeting of the membership, the presence in person or by proxy of twenty (20%) percent of the members of record entitled to vote on any matter shall constitute a quorum for the transaction of business. In the absence of a quorum, any officer entitled to preside or act as Clerk of such meeting may adjourn the meeting to a future date. Section 5. Voting and Proxies. Except as otherwise expressly provided by the Articles of Organization, every voting member of record of the MPA shall be entitled to one vote, and at a meeting at which a quorum is present, a majority of the votes cast shall decide all questions. Voting members of record may vote either in person or by proxy in writing, which proxy shall be filed by the Clerk of the meeting before being voted. No proxy which is dated more than six months before the meeting named therein shall be accepted and no such proxy shall be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If at the Annual Meeting of the members of the MPA, there are uncontested qualified candidates for the offices of President, Vice President - Policy, Vice President - Policy, Treasurer, Clerk, and Assistant Clerk, including any uncontested qualified candidate nominated for one of these offices from the floor of the Annual Meeting, the Clerk of the MPA is allowed to waive individual balloting of members and cast a unanimous vote of membership for the slate of nominated and uncontested qualified officers. Section 6. Notices - Definition. All notices shall be sent as follows (except those meetings whose notice requirements fall under the provisions of the statute regarding non-profit corporations) (i) via electronic mail; (ii) regular mail (with postage thereon prepaid); or (iii) by facsimile; addressed to each member at his/her electronic mail address, home address, or facsimile number as they appear on the records of the MPA. The MPA is not responsible for undelivered notices due to an incorrect electronic mail address, home address, or facsimile number. Notice is deemed to have been given when sent by electronic mail, mailed, or sent by facsimile. Section 7. Membership and Meeting Lists. All membership lists and any or all seminar attendance lists are the sole property of the MPA and shall not be used or sold by any of its members for solicitation or personal use except by the authority of the Board of Directors. Any member who wishes to remove his or her name from the list as used for solicitation purposes may do so by notifying the President or the Clerk in writing or via electronic mail. ARTICLE IV OFFICERS Section 1. Officers - Election Thereof – Eligibility. The officers of the MPA shall be President, Vice President - Policy, Vice President - Membership, Treasurer, Clerk and Assistant Clerk and/or such other officers as the Board of Directors may elect or appoint. The officers shall be elected by the membership at the annual meeting and shall each hold office until the next annual meeting or until their respective successors are elected and qualified. All officers automatically become members of the Board of Directors. Excepting the position of President, any Board member may hold more than one office at the same time upon approval by the Board of Directors. There shall be a minimum of three (3) officers on the Board of Directors, the President, Treasurer and Clerk. All members of the Board of Directors must be voting members of the MPA. The President, with the consent of the Board of Directors, may, in his/her discretion, appoint one or more qualified additional officers, agents, directors, co-directors, or committee chairpersons of the MPA, and may prescribe their duties and the terms of their offices. Unless a different period shall have been specified by the terms of his/her appointment, any Committee chairperson, additional officer or agent of the MPA appointed by the President shall hold office until his/her successor is appointed and qualified . Section 2. Delegation of Authority of Officers. The Board of Directors may at any time delegate the powers and duties of any member of the Board to any other position on the Board or to a separate committee. Section 3. Evidence of Authority. A Certificate by the Clerk as to any action taken by any Officer of the MPA shall, as to all who rely thereon in good faith, be conclusive evidence of such action. Any action taken on behalf of the MPA by an Officer of the MPA that requires authorization by the Board of Directors shall be deemed to have been duly authorized if subsequently ratified by the Board of Directors. Section 4. President. Within the five (5) years prior to election, the President shall have been either (i) an officer of the MPA or (ii) shall have been a Director for two (2) years, which need not be consecutive. The President shall be the chief executive officer of the MPA and shall represent the MPA. Subject to the direction of the Board of Directors, the chief executive officer shall control and supervise the management and direction of the business, property and affairs of the MPA. The President signs and negotiates all legal documents on behalf of the MPA. The President shall preside at all meetings of the membership and of the Board of Directors at which he/she may be present. In the absence or disability of the President, or in case of an unfilled vacancy in that office, upon approval by the Board of Directors, the Vice President - Policy shall perform all duties and exercise the powers of the President. If this approval is not granted by the Board of Directors, then the Board of Directors shall appoint such other officer of the MPA Board as it deems fit. The President shall serve as the MPA’s Secondary Representative to the National Federation of Paralegal Associations (NFPA) and, in the absence of the MPA’s Primary Representative to NFPA, shall have the full authority to vote on behalf of the MPA in that capacity. Section 5. Vice President - Policy. Within the five (5) years prior to election, the Vice-President - Policy shall have been either (i) an officer of the MPA or (ii) shall have been a Director for one (1) year. The Vice President - Policy shall serve as the MPA's Primary Representative to NFPA and shall have full authority to vote on behalf of the MPA in that capacity. The Vice President - Policy shall handle all correspondence with NFPA and report to the Board of Directors on all such matters. The Vice President - Policy shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and perform such other powers and duties as the Board of Directors may allow. Section 6. Vice President - Membership. Within the five (5) years prior to election, the Vice-President – Membership shall have been either (i) an officer of the MPA or (ii) shall have been a Director for one (1) year. The Vice President - Membership is responsible for all membership matters and shall develop and present informational materials relating to the MPA and conduct membership drives. It shall be the primary responsibility of the Vice President - Membership to confirm membership qualifications for all new members and review new membership applications for volunteers wishing to contribute their time to the MPA. The Vice President - Membership shall contact all non-renewing members to ascertain their reasons for non-renewal and report same back to the Board. The Vice President - Membership shall also strive to recruit past members of the MPA to renew their membership. Section 7. Treasurer. The Treasurer shall have responsibility for the care and custody of the money, funds and any financial papers of the MPA. He/she may endorse for deposit or collection all checks, notes, drafts or instruments for the payment of money payable to the MPA; said deposits shall be made in a timely manner. He/she shall cause to be kept accurate books of account of all monies received and paid by him/her on account of the MPA; said monies to be paid in a timely manner. Monthly budget reports are to be presented at each Board of Directors meeting. A year-to-date financial report shall be delivered at the annual meeting to all members in attendance. If required by the Board of Directors, he/she shall give the MPA a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his/her office and for the return to the MPA, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control and belonging to the MPA. The Board of Directors reserves the right to appoint any individual it deems qualified to audit the financial records of the MPA. Section 8. Clerk. The Clerk shall keep accurate minutes of all Board of Directors meetings and any vote(s) of the membership, and shall be the custodian of the books and records of the MPA, shall keep all minute books and records up-to-date and accurate, and shall perform all the duties commonly assigned to the office of Clerk or Secretary. Upon his/her death, resignation, retirement or removal from office, all books, records and other property of whatever kind in his/her possession or under his/her control and belonging to the MPA must be immediately returned to the Board of Directors. Section 9. Assistant Clerk. In the absence or disability of the Clerk, or in case of an unfilled vacancy in that office, the Assistant Clerk shall perform the duties and exercise the powers of the Clerk until such time as the vacancy is filled. The Assistant Clerk shall also assist the Clerk in whatever duties the Clerk shall assign him/her. Section 10. Waiver of Qualifications. At the Annual Meeting or at any meeting of the Board of Directors, if no individual is nominated or presents his or herself as a candidate for office, who meets all of the qualifications for said office, the Board of Directors may waive the MPA officer and director experience requirements by unanimous vote of the Board of Directors and/or the members present at such meeting either by proxy or in person. Section 11. Board Advisor. The Board Advisor shall be the immediate past president of the MPA. The Board Advisor will have a non-voting role at any meetings he/she attends in his/her position as Board Advisor. If the immediate past president does not or cannot serve, there will be no Board Advisor for that year. The Board Advisor be shall be in charge, control and supervision over the direction of the affairs of the MPA as assigned by the Board of Directors. ARTICLE V BOARD OF DIRECTORS Section 1. Number of Directors and Qualifications. The elected officers shall appoint the directors at the first Board of Directors meeting of each calendar year. The elected officers can appoint as many directors as they deem appropriate however, there shall be a minimum of three (3) directors appointed by the elected officers. All Directors must be voting members of the MPA. The number of directors can be increased or decreased at any time by a majority vote of the Board of Directors. Each director shall serve until the first Board of Directors meeting of the next calendar year or until his/her successor is duly chosen and qualified. Qualifications are deemed valid if fulfilled at time of nomination. Section 2. Co-Directors. No more than two persons may be appointed to fill each directorship. Each director so appointed shall be designated a co-director. Each co-director shall be entitled to one vote. Section 3. Voting. Each Board member serving a term in office, whether designated as an Officer, Director or Co-Director, and irrespective of the number of Board positions in which any one Board member may be serving, shall have one vote on any issue brought before the Board of Directors. Those who voted either in person or by proxy determine a majority vote. Section 4. Powers of Directors. The Board of Directors shall manage the business of the MPA. In the management and control of the business and affairs of the MPA, the Board of Directors may exercise all the powers of the MPA to the full extent permitted by law. Section 5. Delegation of Authority of Directors. The Board of Directors may at any time delegate the powers and duties of any member of the Board to any other position on the Board or to a separate committee. Section 6. Evidence of Authority. A Certificate by the Clerk as to any action taken by any Director of the MPA shall, as to all who rely thereon in good faith, be conclusive evidence of such action. Any action taken on behalf of the MPA by a Director of the MPA, which requires authorization by the Board of Directors, shall be deemed to have been duly authorized if subsequently ratified by the Board of Directors. Section 7. Executive Committee. The Board of Directors may elect an Executive Committee as the Board of Directors shall determine. The members of the Executive Committee shall serve at the pleasure of the Board of Directors. If any member of the Executive Committee shall cease to be an Officer or Director of the MPA for any reason, he/she shall forthwith cease to be a member of the Executive Committee. All action taken by the Executive Committee shall be subject to revision or alteration by the Board of Directors; provided that no rights or acts of third parties shall-be affected by any such revision or alteration. The Executive Committee shall fix its own rules of procedure, shall meet as provided by such rules or by resolution of the Board of Directors, and shall keep records of its actions and proceedings, which records shall be made available for examination by the Board of Directors. A majority of the members of the Committee shall constitute a quorum. Section 8. Removal. Any Officer or Director may be removed from office, with or without cause, by a 2/3 majority vote of the Board of Directors in attendance at such meeting and not by proxy, or by a 2/3 majority of the membership entitled to vote in the election of Directors. Any Board Member may be removed from office if said Board Member has failed to attend two consecutive meetings of the Board of Directors. Written notice, via electronic mail, of such removal shall be provided on the agenda for the Board meeting and given to said Board member, via electronic mail, being considered for removal. If a Board Member has been removed, with or without cause, that Board Member shall not be permitted to serve as an Officer or Director of the MPA for a period of one (1) year. Section 9. Resignation. Any Officer or Director of the MPA may resign by delivering or causing to be delivered to the President or the Clerk a written resignation that shall take effect as therein specified. Section 10. Vacancies. Vacancies in the Board of Directors may be left unfilled of may be filled at the Board’s discretion. ARTICLE VI DIRECTORSGeneral. The Directors of the MPA may be changed, revised or amended at any time by the Board of Directors; however no change in these bylaws are necessary to reflect same. The following is a partial listing only: CLE Director. The CLE Director shall be responsible for coordinating educational seminars and continuing legal education functions sponsored or co-sponsored by the MPA. The CLE Director shall oversee all practice section chairpersons. Pro Bono Director. The Pro Bono Director shall be responsible for coordinating programs whereby volunteer paralegals can assist attorneys and/or legal assistance agencies in the area of pro bono cases and programs; and act as a clearinghouse for information relating to pro bono opportunities for members of the MPA. Fundraising Director. The Advertising/Fundraising Director shall contact vendors for donations and advertising and initiate activities relating to fundraising with the primary purpose of collecting non-dues income for funding MPA events. Programs Director. It shall be the responsibility of the Program Director to plan and coordinate all aspects of activities and events sponsored by the MPA, including, but not limited to, the Annual Meeting. Section 7. Reports. Each of the Directorships or Coordinators shall render such reports as directed by the Board of Directors. ARTICLE VII BOARD OF DIRECTORS MEETINGS Section 1. Board of Directors' Meetings. Regular meetings of the Board of Directors shall be held at least six times a year in such place and at such time as the Board shall determine. The time and place of the regular meetings shall be made known to the membership and a Notice of Meeting and an agenda shall be sent to all Board members prior to the meeting. If any or all of the Board of Directors or of any committee elected or appointed by the Board of Directors participate in a meeting by means of a conference telephone or similar communication equipment in which all persons participating in the meeting can hear each other at the same time, then participation by such means shall constitute presence in person at a meeting. Any non-Board member wishing to attend a Board of Directors meeting may do so by putting a request in writing via electronic mail or regular mail to the President or Clerk at least 24 hours before the meeting. The Board of Directors reserves the right to postpone such request if board business makes such a postponement necessary. If any Board member objects to any such request or invitation, the issue shall be voted upon in accordance with Section 5, below. Section 2. Minutes of Meetings. Minutes shall be taken by the Clerk at each Board meeting, or if the Clerk is unable or not present, by the Assistant Clerk, or any Board member so directed by the President. A draft of the minutes should be sent to all Board members for review via electronic mail before the next Board meeting. Section 3. Quorum. At all meetings of the Board of Directors, a majority of the Board of Directors then in office, whether in person or by proxy, will constitute a quorum for the transaction of business. Section 4. Proxies. Any Board member entitled to vote at a meeting or to express consent without a meeting may authorize another person or persons to act for such member by proxy. Said proxies shall be in writing and/or sent by electronic mail and attached to the minutes of said meeting. Proxies are valid for a specific meeting only. Any one Board member may use only three (3) proxies during their respective term in office. Section 5. Action Without Meeting. Any action required or to be taken at any meeting of the Board of Directors may be taken without a meeting if ratified unanimously by the Board by written consent, sent via electronic mail, facsimile, or delivered in hand, setting forth the action so taken. The written consents shall be filed with the records of the meeting. Such consents shall be treated for all purposes as a vote at a meeting. ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS The MPA shall, to the extent legally permissible, indemnify each of its Directors and Officers and each person who shall serve or shall have served at its request as a Director or Officer of another corporation or association (and the heirs, executors and administrators of such Director, Officer or other person) against all expenses and liabilities which he/she has reasonably incurred in connection with or arising out of any actual or threatened action, suit or proceeding in which he/she may be involved by reason of his/her being or having been a Director or Officer of the MPA (whether or not he/she continues to be a Director or Officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs, attorney's fees and the cost of reasonable settlements, provided no such indemnification shall be made in relation to matters as to which such officer shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the MPA. In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Board of Directors shall have been furnished with an opinion of counsel for the MPA to the effect that such settlement or compromise is in the best interests of the MPA and that such Director or Officer does not appear not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the MPA, and if the Board of Directors shall have adopted a resolution approving such settlement or compromise. The MPA may pay expenses incurred by such Director, Officer or other person in defending a civil or criminal action, suit or proceeding; provided, however, that the MPA has first received an understanding from such Director, Officer or other person, in form and content satisfactory to the Board of Directors, to repay to the MPA all such advance payments if upon final disposition to such action, suit or proceedings, he/she shall not be entitled to indemnification under this Article. The foregoing right of indemnification shall not be exclusive of other rights to which any Director, Officer or other MPA personnel may be entitled as a matter of law. ARTICLE IX FINANCIAL AFFAIRS Section 1. Loans. The MPA shall not make any loan of money or property to any member of the MPA and no loans shall be contracted on behalf of the MPA unless authorized by a written resolution of the entire Board of Directors then in office. Section 2. Contracts. The Board of Directors, by a majority vote, shall authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of the MPA. Such authority may be general or confined to a specific instance; and, unless so authorized by the Board of Directors, no Board member shall have any power or authority to bind the MPA by any contract or engagements for any purpose or to any amount. Section 3. Finances. All checks, drafts, notes, bonds, and orders for the payment of money, shall be signed by either the Treasurer or the President upon approval, of either the amount and/or the service provided, by a majority of the Board of Directors then in office, except for checks under $200.00 which may be signed by the Treasurer or President without Board approval. ARTICLE XADMINISTRATIVE SERVICESThe Board of Directors may contract with an individual or a management company to perform the administrative services of the MPA. The individual or the management company shall report directly to the President and be responsible for all such functions as the Board of Directors may specify and assign or as set forth in the contract. ARTICLE XI PROVISIONS FOR DISSOLUTION In the event of the liquidation, dissolution or conclusion of the MPA, all the assets of the MPA, after paying or making sufficient provision for the payment of all the liabilities of the MPA, remaining assets of the MPA shall be distributed, as the Board of Directors of the MPA shall determine, exclusively to such organization(s) operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an organization(s) described in Section 501(c) of the Internal Revenue Service Code of 1986, as amended.
ARTICLE XII AMENDMENTS, INTERPRETATION OF BYLAWS Section 1. Amendments. These Bylaws may be altered, amended or repealed at any time by a 2/3 majority vote of the Board of Directors then in office at any regular or special meeting of the Board of Directors for which a written notice of the meeting has been given to each director before the meeting, subject to ratification by the majority of the members of the MPA present and voting at the next meeting of the members at which a quorum is present and for which similar notice has been furnished to each member. Notice of any change to the bylaws shall be given to all members within fifteen (15) days after the Board’s approval. Notice can be sent via electronic mail, regular mail or in the MPA newsletter. If such approval is not obtained at the next meeting of members, said amendment by the Board of Directors shall be considered repealed and of no further force or effect from and after the date of such meeting of members, and the Bylaws in effect before such amendment by the Board of Directors shall thereupon be effective. Section 2. Interpretation. In the absence of specific direction in these Bylaws, Roberts Rules of Order, current edition, shall guide all matters. These bylaws shall take precedence over the MPA Procedures Manual and NFPA’s Policy and Procedures; however those documents may be used for reference. Section 3. Rules and Regulations. The Board of Directors may from time to time adopt such rules and regulations as it may deem advisable not inconsistent with these by-laws or the Articles of Organization, as amended. ARTICLE XIII SEALThe seal of this MPA shall consist of a flat-faced circular die with the name of the MPA, the year of incorporation, and the word “Massachusetts” cut or engraved thereon and shall be kept in the possession of the Clerk. ARTICLE XIV SEVERABILITY
Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws. Approved – Sept. 11, 2002, Ratified – October, 2002 Revised, Ratified and Approved – October 2004
|
