Michiana Paralegal Association
an Indiana Nonprofit Organization
MISSION STATEMENT
Since our formation in 1989, the Michiana Paralegal Association ("MPA") has matured into a strong paralegal association with nearly 65 members from the northwestern portion of Indiana and southwestern portion of Michigan. In addition to our affiliation with NFPA, we are a member of the Alliance of Indiana Paralegal Associations.
The purpose and goals of the MPA is to promote the professional and business interests of persons engaging in the paralegal profession as follows:
a. Promote the paralegal profession;
b. Promote the continuing legal education of paralegals by providing educational seminars, by urging our members to aspire to complete six hours of Continuing Legal Education each year (one hour of which would include an Ethics Component), and by urging our members to aspire to complete at least four hours of Pro Bono service each year;
c. Act as a forum for the exchange of information;
d. Inform members of the latest developments in the paralegal profession;
e. Promote and support professional and ethical standards;
f. Communicate with the legal community and the general public;
g. Participate in local and national professional issues that effect the paralegal profession.
h. Engage in projects, solicitations and other activities which the board of directors may deem necessary or desirable to raise funds for the purposes set forth above.
BYLAWS
RESTATED CODE OF BY-LAWS
AS APPROVED BY THE BOARD OF DIRECTORS ON NOVEMBER 13, 2007
OF
MICHIANA PARALEGAL ASSOCIATION, INC.
The name of the Corporation is MICHIANA PARALEGAL ASSOCIATION, INC. (hereinafter referred to as the "Corporation").
Affiliation.
The Corporation shall be affiliated with the National Federation of Paralegal Associations ("NFPA").
Principal Office.
The post office box of the principal office of the Corporation is:
P. O. Box 11458
South Bend, Indiana 46634
ARTICLE 2.
Definitions
Paralegal. 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 or may be authorized by administrative, statutory or court authority to perform this work.
ARTICLE 3.
Nondiscrimination
No person eligible for membership in the Corporation shall be denied admission on the basis of race, sex, national origin, age, physical handicap, political ideology, or sexual orientation.
ARTICLE 4.
Membership
Requirements for Membership.
All persons who seek membership in the Corporation shall:
1. Be at least eighteen (18) years of age; and
2. Be of good moral character; and
a) Not have been suspended or disbarred from the practice of law in any state; and
b) Not have been convicted of an unauthorized practice of law in any state; and
c) Not be currently under suspension, termination or revocation of a certification, registration or license to practice by a professional organization, court, disciplinary board, or agency in any jurisdiction; and
d) Not have been convicted of a felony in any state; and
3. Attempt to complete within each year, six (6) hours of Continuing Legal Education, of which one (1) hour is an Ethics component (unless the member is a student paralegal or an entity/organization which is a Sustaining Member).
Term of Membership.
Membership shall be for one (1) year beginning January 1st through December 31st (the “fiscal year”), except as provided in 4.09.
Membership Classifications.
The Corporation shall have five (5) membership classifications as follows:
Voting Members.
Any person whose job classification shall be paralegal or as defined in Article 2 shall be eligible for membership as a Voting Member of the Corporation. In the event the employment status of a person who has maintained Voting Member status for the period of two (2) years changes, and they are no longer employed as a paralegal or as defined in Article 2, they shall have the option of maintaining their Voting Member status for a period of two (2) years. If they are not employed as a paralegal or as defined in Article 2 at the end of the two (2) year period, then they shall be permitted to maintain Associate Member status.
Clause (b) Associate Members.
1. Any person who has completed a formal course of paralegal studies, but who is not currently employed as a paralegal, a retired former Voting Member, or persons outlined in (a) above at the time of application for membership in the Corporation or at the time of the annual renewal of membership in the Corporation, shall be eligible for membership as an Associate Member of the Corporation; or
2. Associate Members shall have the limited voting right described in Section 5.07 herein, to elect one (1) Associate Member to the Board of Directors of the Corporation and shall not have the right to be an Officer.
Student Members.
Any person who is enrolled in a formal course of paralegal studies, upon completion of which, such person will be qualified for a position as a paralegal, shall be eligible for membership, as a Student Member of the Corporation.
Sustaining Members.
Any partnership, association or other entity interested in supporting the Corporation shall be eligible for membership as a Sustaining Member of the Corporation. Any partnership, association or other entity desirous of supporting the Corporation as a way of promoting the paralegal profession, the use of paralegals in the legal and business communities, the maintenance of the highest professional standards among paralegals, or other such reason, is eligible to join the Corporation as a Sustaining Member and will be assessed annual dues at the rate set by the Board of Directors of the Corporation.
Clause (e) Individual Sustaining Members.
Any person interested in supporting the Corporation shall be eligible for membership as an Individual Sustaining Member of the Corporation. Any person desirous of supporting the Corporation as a way of promoting the paralegal profession, the use of paralegals in the legal and business communities, the maintenance of the highest professional standards among paralegals, or other such reason, is eligible to join the Corporation as an Individual Sustaining Member and will be assessed annual dues at the same rate as an Associate member.
Advisory Members.
Those persons who support the Corporation by the performance of professional services on behalf of the Corporation in arrangement with the Board of Directors of the Corporation, such as an attorney or an accountant, will be eligible to be Advisory Members of the Corporation and as such will not be assessed annual dues.
Clause (g) Interpretation of Section 4.03.
1. The Board of Directors, in consultation with the Membership Committee, will make the final determination as to the status of any member or potential member whose membership is in question.
2. The Board of Directors, in consultation with the Membership Committee, will make any clarification, elaboration, or definition of, or exception to, the requirements and qualification for membership in the Corporation as set out herein or in any other rule, resolution or understanding used in the governance of the Corporation, to the extent allowed by statute.
3. In such matters the decision of the Board of Directors shall be final.
Membership Application.
After submission of a written application and upon approval by the Board of Directors, in consultation with the Membership Committee, any person, partnership, association or other entity eligible for membership shall be admitted to membership as Voting, Associate, Student, Sustaining, or Advisory Member, as the case may be, as defined in Sections 4.03(a) through 4.03(e), respectively.
Transferability of Membership.
Membership in the Corporation is not transferable or assignable except as to Sustaining Memberships when individuals are appointed by the entity which applied for membership and subject to approval by the Board of Directors.
Section 4.06 Voting Rights and Elections.
Clause (a) Each Voting Member of the Corporation, as defined in Section 4.03(a) hereof, who is present in person or by written proxy shall be entitled to one vote upon each question voted upon at all meetings of the members.
Clause (b) The election of the Officers and Directors will occur during the November Membership Meeting. The following Officers are elected to a two year term: President, Vice President, Secretary, NFPA Primary Representative and Treasurer. Directors who represent Voting Members are elected to a two year term; all other Directors are elected to a one year term. A Director who represents the Associate Members shall be elected at each November meeting. A Director who represents the Student Members shall be elected at each November meeting.
Rights of Members.
All voting rights of a member shall cease upon termination of membership.
Resignation of Members.
Any member may resign from the Corporation by delivering a written resignation to the President or the Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Involuntary Termination.
A member may be expelled and membership thereby terminated for nonpayment of dues or for a falsification on the membership application or renewal form, including but not limited to the criteria enumerated under Section 4.01 of these By-Laws. The Board of Directors shall adopt such rules and regulations enforcing the collection of dues, providing for notice of termination of membership and specifying the procedure for reinstatement of membership. Such rules shall be uniformly applied to all members similarly situated.
Dues.
All members shall pay non-refundable annual dues in such amounts as the Board of Directors shall prescribe. Annual dues shall not be prorated; however, any acceptance of membership dues during the 4th quarter of the fiscal year shall be considered paid in full for the 4th quarter and for the following fiscal year. Payment of dues is a prerequisite to the acceptance of membership.
Membership Certificates.
A non-transferable Certificate of Membership shall be issued to each person admitted to the membership in the Corporation. Such Certificates shall certify that the named person is a member of the Corporation, shall be signed by the President of the Corporation, and shall designate the membership class of such member. The Membership Committee shall prepare and deliver the Certificate of Membership upon acceptance or renewal.
ARTICLE 5.
Meetings of Members
Place of Meeting.
All meetings of members shall be at such place within or out of the State of Indiana as may be designated by the Board of Directors and specified in the respective notices or waivers of notice thereof.
Regular Meetings.
Regular meetings shall be held bi-monthly during the odd numbered months for the purposes of education, discussing matters relating to the profession and such other business as is deemed necessary by the Members or the Board.
Annual Meeting.
The purpose of the Annual Meeting of the members is installation of newly elected Officers and Directors. The Annual Meeting shall be held on the third Monday of January of each calendar year. Officers of the Corporation are elected in odd numbered years. Directors who represent the Voting Members are elected in even numbered years. If such meeting is not held as above provided, the election of the aforementioned Officers and Directors may be held at any subsequent meeting of the members specifically called in the same manner provided in Section 5.03 hereof. The President and Treasurer shall report on the activities and financial condition of the Corporation and the members shall consider and act upon other matters raised in the notice of the annual meeting.
The election of the Officers and Directors will occur during the November Membership Meeting. The following Officers are elected to a two year term: President, Vice President, Secretary, NFPA Primary Representative and Treasurer. Directors who represent Voting Members are elected to a two year term by the Voting Members; all other Directors are elected to a one year term. A Director who represents the Associate Members shall be elected by the Associate Members. A Director who represents the Student Members shall be elected by the Student Members.
Special Meetings.
Special Meetings of the members may be called by the President, by a majority of the Board of Directors, or by written petition signed by not less than one-tenth (1/10) of all the Voting Members of the Corporation. Upon a request in writing delivered to the President or the Secretary by a person or persons entitled to call a Special Meeting, it shall be the duty of the President or the Secretary to give notice to the members of such a meeting, and, if such request is refused, the person or persons making such request may call a meeting by giving notice in the manner hereinafter provided.
Notice of Meetings.
A written or printed notice stating the place, day and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which such meeting is called, shall be delivered by electronic means or mailed by the Secretary or by the office or persons calling the meeting to each member of the Corporation at such address as appears on the records of the Corporation not more than thirty (30) nor less than ten (10) days before the date of the meeting. Notice of any such meeting may be waived in writing filed with the Secretary by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place of the meeting. Attendance at any meeting shall constitute a waiver of notice of that meeting.
Voting Lists.
The Secretary shall keep at all times a complete and accurate list of members entitled to vote by the By-Laws which may be inspected by any member, for any proper purpose, at any reasonable time pursuant to I.C. §23-17-11-1, as amended.
Quorum.
At any meeting of the members of the Corporation, the majority of the Voting Members at any such meeting, present in person or by proxy executed in writing, shall constitute a quorum for the transaction of business, except as otherwise provided by law. A member may participate in an annual, special, or regular meeting by or through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting and is considered present at such meeting.
Section 5.08 Voting Rights.
Voting Members.
Each Voting Member, as defined in Section 4.03(a) herein, present in person or by proxy, shall be entitled to cast one vote upon each question voted upon at all meetings of the members.
Associate Members.
Each Associate Member, as defined in Section 4.03(b) herein, present in person or by proxy, shall be entitled to cast one vote at the November Membership Meeting of the members for the election of one Associate Member to sit on the Board of Directors of the Corporation.
Student Members.
Each Student Member, as defined in Section 4.03(c) herein, present in person or by proxy, shall be entitled to cast one vote at the November Membership Meeting of the members for the election of one Student Member to sit on the Board of Directors of the Corporation.
Restriction of Voting Rights.
Sustaining and Advisory Members, as well as Associate and Student Members, with the exception provided in Sections 5.07(b) and 5.07(c) herein, shall not be entitled to vote at meetings of the members of the Corporation or at meetings of the Board of Directors.
Action Without Meeting.
Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting, if, prior to such action, a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the members. Such consent shall have the same effect as a unanimous vote of the members.
ARTICLE 6.
Board of Directors
Functions.
The affairs of the Corporation shall be managed and controlled by a Board of Directors.
Section 6.02 Directors.
Clause (a) The Board of Directors of the Corporation shall consist of those elected Officers, as defined in Section 7.01 herein, the Past President, the Directors as defined in Section 6.04 herein, plus any such other Directors as may need to be appointed to the Board by a majority of the Board in order to maintain a Board membership of at least nine (9) Directors.
Clause (b) The Associate and Student Director role shall be to represent the class from which they were elected by bringing issues to the Board relating to such class of members and to participate in all matters discussed at Board meetings with the exception that they shall not be entitled to vote on such matters.
Clause (c) Special committee chairs and the general membership may attend meetings of the Board of Directors, but shall serve in an ex officio capacity without power to vote on any matter brought before such meeting.
Eligibility.
Directors shall be elected by the members of the Corporation in the manner described in Sections 5.02 and 5.07 herein.
Term.
Each Director who represents the Voting Members shall serve for a term of two (2) years, except the Associate Director, Student Director and Past President who shall serve terms of one (1) year or until the Director's successor is elected and qualified.
Resignation.
Any Director may resign at any time in the manner described in Section 7.12 herein.
Removal.
Any Director may be removed with or without cause, in the manner described in Section 7.11 herein and/or I.C. §23-17-12-9, as amended.
Vacancies.
Any vacancy occurring on the Board of Directors caused by death, resignation or otherwise, shall be filled in the manner described in Section 7.10 herein.
Meetings.
Meetings of the Board of Directors shall be held bi-monthly and at other times as called by the President, or as called upon the written request of a majority of the members of the Board of Directors. A Director may participate through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting and such Director participating by such means is considered present at the meeting.
Notice of Meetings.
Notice of meetings, stating the place, day, and hours of the meeting and the business to be conducted at such meeting shall be delivered or mailed to each Director not less than two (2) nor more than thirty (30) days prior to the date of the meeting.
Notice of any meetings of the Board of Directors may be waived in writing with the Secretary by any Director if the waiver sets forth the purpose for which the meeting is called and the time and place of the meeting. Attendance at any meeting of the Board of Directors shall constitute a waiver of notice of that meeting.
Quorum.
A Quorum of the Board of Directors at any meeting of the Board of Directors shall be a majority of the duly qualified members of the Board of Directors then occupying office and entitled to vote. The affirmative vote of a majority present at the meeting shall constitute a quorum.
Powers.
All the corporate powers, except as otherwise provided herein or by law, shall be vested in and shall be exercised by the Board of Directors.
Action Without Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action, a written consent to such action is signed by all members of the Board of Directors entitled to vote. Such written consents may be sent and received by the Secretary or other appointed officer through electronic means or by mail and may be signed in multiple counterparts by the Directors, all of which together shall be deemed one and the same instrument.
Section 6.13 Proxies. A Director or Voting Member may appoint a proxy to vote or otherwise act for the member by signing an appointment form. An appointment of a proxy is effective when received by the Secretary or other officer authorized to tabulate votes.
ARTICLE 7.
Officers
Officers.
The Officers of the Corporation shall consist of a President, a Vice President, a Secretary, an NFPA Primary Representative and a Treasurer. No person shall hold more than one office.
Eligibility.
No person shall be an Officer who is not a Voting Member of the Corporation, as defined in Section 4.03(a) herein except as otherwise provided by Section 4.03(f)(2). In addition, to the extent a Voting Member is duly elected as an Officer or Voting Director and such person changes their employment during such term of office, such member shall be entitled to continue in such position for the remainder of the term of office and pursuant to Section 4.03(a).
Election.
Officers shall be chosen in odd numbered years to a two year term by the Voting Members of the Corporation. The President, Vice President, Secretary, NFPA Primary Representative and Treasurer shall be chosen in the election to be held at the November Membership Meeting of the Corporation as provided by Section 5.02 herein. Election shall be by affirmative votes by a majority of the Voting Members represented in person or by proxy.
Nominations.
The President shall appoint a Nominations Chair at least sixty (60) days prior to the November Membership Meeting of members. Nominations from the floor shall be accepted at that membership meeting. The Nominations Chair shall form a committee who shall present a slate of Officers and Directors to the membership at least twenty (20) days prior to each election. No name shall be on the slate without consent of the candidate.
President.
The President shall be the executive officer of the Corporation; shall preside over all meetings of the Board of Directors and members, if present; shall have and exercise general charge and supervision of the affairs of the Corporation, and; shall do and perform such other duties as this Code of By-Laws provides or as may be assigned to the President by the Board of Directors. The President shall prepare the President's Column for the Association Newsletter. The President shall be an ex-officio member of all committees. The President shall serve as the Secondary Representative to the National Federation of Paralegal Associations ("NFPA").
Vice President.
The Vice President shall, in the absence or disability of the President, perform all duties and exercise all powers incumbent upon the President and shall perform such other duties as the President or the Board of Directors may prescribe or delegate. The Vice President shall chair the Seminars Committee and be a member of the IUSB Paralegal Program Advisory Committee if acceptable to such committee and chair.
Secretary.
The Secretary shall attend all membership meetings and meetings of the Board of Directors and shall record the minutes of the proceedings; shall present transcribed minutes of previous meetings to subsequent meetings of the Board for approval; shall keep the minutes and all corporate proceedings in a book specifically for that purpose and shall prepare summaries of Board and Membership Meetings for publication in the newsletter; shall prepare and file all reports with the Secretary of State that are necessary to keep the Corporation in good standing within the laws of the State of Indiana. The Secretary shall make a record of all other proceedings when required, such as under Section 6.12 above.
NFPA Primary Representative.
The NFPA Primary Representative shall act as primary representative to the NFPA and shall also perform such other duties as the President or the Board of directors may prescribe or delegate. The NFPA Primary Representative shall act as liaison between the Corporation and the NFPA; shall attend Board and Membership meetings, collect, review, summarize and disseminate NFPA news and information to the Board and general membership by preparing articles for the newsletter and distributing copies of the NFPA monthly publication known as INSIDE to Board members and committee chairs as appropriate; shall distribute NFPA agenda topics and proposed resolutions for discussion with the Board; and shall attend national NFPA bi-yearly meetings (alternate attendance with the secondary representative if the level of Corporate funds prohibits both representatives from attending) and shall assist with the preparation of the Corporation's Report for the Regional meeting at the NFPA bi-yearly meeting. The NFPA Primary Representative shall maintain all correspondence with NFPA, shall coordinate with the Membership Chair in submitting member addresses for NFPA mailings and shall coordinate with the Treasurer in submitting the membership dues.
Treasurer.
The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. The Treasurer shall immediately deposit all funds of the Corporation coming into the Treasurer's hands in some reliable bank or other depository to be designated by the Board of Directors and shall keep such bank account in the name of the Corporation. The Treasurer shall furnish at meetings of the Board of Directors and of the members, or whenever requested, a statement of the financial condition of the Corporation and shall submit such statement to be attached to the official minutes of the meeting. The Treasurer shall submit the appropriate membership dues to NFPA. The Treasurer shall also file the annual tax return with the appropriate agencies for the corporation. The Treasurer shall serve as a member of the Finance Committee. The Treasurer shall perform such other duties as may be required by this Code of By-Laws or as may be prescribed by the President or the Board of Directors.
At the discretion of the Board of Directors the Treasurer shall be bonded in such sum, and with surety or sureties as may be satisfactory to the Corporation, for the faithful discharge of the duties of the office of Treasurer and for the restoration of the Corporation, in case of death, resignation, retirement, or removal from office, of all kinds of books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation. The premium for such bond shall be paid by Corporation funds. At the discretion of the Board of Directors an audit of the books shall be ordered.
Vacancies.
In the event an office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Board of Directors shall appoint a person to fill such vacancy, and the person so appointed shall hold office and serve as an Officer and/or Director until the next Annual Meeting of the members or until the election and qualification of his successor.
Removal.
Any Officer or Director of the Corporation may be removed from office, with or without cause, by the affirmative vote of a majority of the Voting Members of the Corporation at any regular or Special Meeting of the members called expressly for that purpose. Any Officer or Director whose removal is proposed shall be entitled to not less than fifteen (15) days notice in writing by mail of the meeting of the members and the reasons for the removal at which such removal is to be voted upon and shall be entitled to appear before and be heard by the members at such meeting in person or in writing.
Resignations.
Any Officer or Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective.
ARTICLE 8.
Loans to Officers and Directors
The Corporation shall not make any advancement for services to be performed in the future nor shall it make any loan of money or property to any Director, Officer, or member of the Corporation.
ARTICLE 9.
Corporate Books
Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation of the Corporation or by this Code of By-Laws, the books and records of the Corporation may be kept at such place or places as the Board of Directors may from time to time by resolution determine. All books and records of the Corporation shall be open for inspection by any member, for proper purposes, at any reasonable time.
ARTICLE 10.
Financial Affairs
Contracts.
The Board of Directors may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no Officer or agent shall have any power or authority to bind the Corporation by contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.
Checks, etc.
All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money shall be signed by a duly authorized officer of the Corporation.
Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of each year.
ARTICLE 11.
Prohibited Activities
Notwithstanding any other provision of this Code of By-Laws, no member, Director, Officer, employee or agent of this Corporation shall take any action or carry on any activity by on or behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, or any successor provision or provisions thereto.
ARTICLE 12.
Amendments
The power to make, alter, amend or repeal the Code of By-Laws is vested in the Board of Directors, with the exception of those sections specifically requiring the vote of the membership.
