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CONTENTS Article I: Name, Seal, Emblem and Offices Article II: Objectives and Purposes
Article IV: Membership
Article V: Association Membership Meetings
Article VI: Local Chapter
Article VII: Board of Directors
Article VIII: Association Officers
Article IX: Retention of Affiliation (NFPA)
Article X: Directors' and Officers'
Compensation Article XI: Agents, Representatives and Contracts Articles XIII: Voting Upon Shares of Other Corporations Article XV: Prohibition Against Sharing in Corporate Earnings
Article XVII: Amendments
Article XVIII: Exempt Activities BYLAWS OF THE PARALEGAL ASSOCIATION OF NEW HAMPSHIRE (AS AMENDED AND ADOPTED SEPTEMBER 18, 1998 AND AMENDED SEPTEMBER 17, 1999 AND AMENDED SEPTEMBER 28, 2001
Name, Seal, Emblem and Offices Section 1. Name. The name of this Association is PARALEGAL ASSOCIATION OF NEW HAMPSHIRE (PANH) and said Association shall be affiliated with the National Federation of Paralegal Associations (NFPA). Section 2. Seal and Emblem. The Association shall have a seal and Emblem of such design as the Board of Directors may adopt. The seal shall normally be kept in the custody of the Secretary/Clerk, and the Directors may order such additional seals as may be necessary. Section 3. Offices. The principal office of the Association shall be at the place of employment of the Clerk of the Association or such address as stated in the Articles of Incorporation filed with the Secretary of State. The Association may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Association may require. Objectives and Purposes The goal of the Association will be to work toward promoting its established purposes, which include the following: 1. To establish good fellowship among
Association members, the National Federation of Paralegal Associations, and
members of the legal community. Code of Ethics This Association, and its members, shall at all times abide by the New Hampshire Bar Code of Professional Responsibility as the same may apply to the conduct of paralegals with respect to their professional activities. In addition, every member of this Association shall subscribe to and be bound by the ethical guidelines set forth by the National Federation of Paralegal Associations. Membership Definition of a Paralegal. "Legal
assistant associates are person, qualified through education, Section 1. Membership Qualifications and Classes. Membership shall be open to all persons or entities regardless of race, color, religion, age, national origin or sex. The activities of the Association will be conducted on a similarly nondiscriminatory bases. The Association may have one or more classes of membership, each class having such rights and duties and benefits and paying such dues as the Board of Directors shall determine. Classes of Members. There shall be four classes of members consisting of voting members, associate members, student members and sustaining members, which are defined as follows: (1) Voting Members. Any person working as a paralegal may become a voting member at the time of application for membership or renewal thereof upon satisfaction of one of the following requirements: (a) attainment of a degree or certificate upon completion of a paralegal course of study at an accredited institution of higher education; or (b) six (6) months experience or six (6) months on the job training under the direct supervision of an attorney who shall attest to the paralegal nature of work performed. In the case of an independent paralegal who provides a work product for any attorney, at least one of the said attorneys shall attest to the nature of the work provided. (2) Associate Members. Any of the following persons interested in supporting the goals and objectives of the Association may become an associate member at the time of application for membership thereof: (a) Any person who has been employed as a paralegal, who would otherwise qualify as a Voting Member, but who is not so employed at the time of application for membership or renewal; (b) Any person who has attained a degree or certificate in a paralegal course of study from an accredited institution of high education, and who wished to acquire a membership in the Association, but who is not employed as a paralegal at the time of application for membership or renewal. (c) Any person who is in a position with duties in a related or allied field to those of a paralegal at the time of application for membership or renewal. (d) Associate members shall have all of the privileges associated with membership, except the right to vote or hold elected offices. (e) Upon satisfaction of the requirements for a Voting Member, an Associate member may become a Voting Member. (3) Student Members. Any person who is enrolled in a formal course of paralegal study at an accredited institution of higher education leading to a degree or certificate. Student members shall not be entitled to vote on matters requiring the vote of members of the Association. (4) Sustaining Members. Any person or entity that supports the goals and objectives of the Association may become a sustaining member. Sustaining members shall not be entitled to vote on matters requiring the vote of members of the Association. Section 2. Limitations of Memberships. No member shall be permitted to use his/her membership in the Association as a means of soliciting business from other members of the Association nor shall the membership list of the Association be used by any member directly or indirectly for the solicitation of business, or for the purpose of supporting public issues or candidates for public office. The Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office. Section 3. Election. Members shall be admitted to membership upon payment of dues required for membership status, the submission of a membership application, review and recommendation by the Membership Committee and approval of said application by the Board. The Board shall approve all applicants who demonstrate membership qualifications and who are willing to assume the responsibilities of membership. The Board of Directors may adopt additional uniform rules and regulations requiring additional data and information to be submitted along with the membership application. Section 4. Dues. Members shall be required to pay dues in such amounts with respect to their class of membership as are from time to time established by the Board of Directors. Only those who have paid dues shall be entitled to membership benefits. Failure to pay dues within sixty (60) days of the renewal date shall result in a delinquent member being dropped from membership in the Association without further action being required. Reinstatement shall be upon such terms as may be fixed by the Board of Directors. Section 5. Members Qualified to Vote. Only voting members in good standing forty-five (45) days before the annual meeting or special meeting of the Association shall have been called to order shall be qualified to vote at such meetings or upon other matters coming to the Association members for action. No voting member who is delinquent in the payment of any dues, according to Section 4 hereof, or other assessments shall be qualified to vote. The above qualification shall not be required of members voting on local chapter matters. Section 6. Resignation. Membership shall cease upon the resignation of a member by written notice, his or her death, or the failure to pay dues timely. Dues will not be refunded. Section 7. Suspension or Removal. A member may be suspended or removed by vote of a majority of the Board of Directors, but only for cause and only after reasonable notice and opportunity to be heard. No refunds of dues shall be paid in the event a membership is terminated. Section 8. Membership Applications. Membership applications may be revised from time to time as the Board of Directors determines. The applications shall state the Association is an affiliated association of NFPA and that all members are bound by any code of ethics set forth by NFPA, in addition to the Code of Ethics more fully set forth in Article III herein above. Section 9. Membership Status Change. Notice of the Board of Directors of any change in membership classification is required. Association Membership Meetings Section 1. Annual Meeting. Members of the Association shall meet annually at a time and place within or without the State of New Hampshire as set by the Board of Directors. At this meeting, voting members shall elect or ratify the prior election of directors; the President may present the annual report of the Association; members shall be invited to discuss Association matters and problems and any other business that may arise; and members will be entitled to examine the financial records and other records of the proceedings of the Association. Section 2. Special Meetings. Special Meetings may be called by the President, Board of Directors or any Chapter's governing body. Special meetings may also be called at the request of ten (10) members of the Association addressed to the President or Board of Directors or any Chapter's governing body stating the purpose of such desired meeting. Section 3. Notice of Meetings. Except as otherwise expressly provided, it shall be reasonable and sufficient to send notice to all members by mail at least ten (10) days but not more than forty-five (45) days before the meeting, addressed to the member at his/her usual or last known business or residence address. Section 4. Quorum. At any annual or special meeting of the members, twenty-five percent (25%) of the voting members of the Association whether said voting members are present or represented by proxy shall be the act of the membership except as may be expressly provided by statute or by these bylaws. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, to such date or dates not more than ninety (90) days thereafter. Section 5. Proxies. Members may vote
either in person or by written proxy dated not more than forty-five (45) days
before the meeting named therein, which proxies before being voted shall be
filed with the Secretary or other person responsible for recording the
proceedings of the meeting. Unless otherwise specifically limited by their
terms, such proxies shall entitle the holders thereof to vote at any adjournment
of the meeting but the proxy shall terminate after the final adjournment of such
meeting. The Board of Directors shall appoint two (2) inspectors who shall be
voting members to act at the meeting or any adjournment thereof. In the event
any person appointed as inspector fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the meeting
or at the meeting. Upon verification of each proxy and tabulation of the votes
represented thereby, the inspectors shall execute an "Oath" and a "Certificate
of Inspectors", Section 6. Rules. Association membership meetings may be conducted in accordance with Robert's Rules of Order or such other rules as the Board of Directors shall adopt, but no rule change will be effective until the next subsequent meeting after passage of the change. Section 7. Educational Events. The Association will hold, at a minimum, such number of educational events or total hours of education during each fiscal year as is necessary to maintain affiliation with NFPA. Such programs may be held in connection with a regular meeting of the membership. Local Chapter Section 1. Qualification. A minimum of ten (10) voting members of the Paralegal Association of New Hampshire shall be required for the formation and continuance of a local chapter. The voting members shall reside or work in a geographic area identified in the application. (1) The local chapter must adopt: (a) The Articles of Incorporation of the Paralegal Association of New Hampshire; and (b) The Bylaws of the Paralegal Association of New Hampshire; and (2) The name of each local chapter shall be identified by the incorporating the name of that chapter together with the words "Paralegal Association of New Hampshire." (3) The Board of Directors may adopt additional uniform rules and regulations requiring additional data and information to be submitted by each petitioning local chapter and its individual members. (4) The Board of Directors may adopt uniform rules, regulations or procedures as to evaluating any such petitioning group of its individual members to determine that the approval of the proposed chapter and the acceptance of such individual membership applications would not be inconsistent with the objectives and purposes of the Association. (5) The application for a local chapter may be rejected at the discretion of the Board of Directors. (6) The decision of the Board of Directors in accepting or rejecting the application of any group to form a local chapter shall be final. The reasons for rejection of a chapter application shall be submitted to such group in writing within thirty (30) days of the Board's decision. Any group may resubmit its application at any time. Section 2. Chapter Officers. The local chapters of the Association shall elect some other governing body according to Section 3 immediately following. (1) The officers or other governing body shall be responsible for the following: (a) Conducting the meetings of the local chapter; (b) Providing minutes of these meetings within ten (10) business days of such meeting to the Board of Directors and to the editors of the Association's newsletter for subsequent publication; (c) Submitting a financial report to the Board of Directors at least quarterly; and (d) Any other activity which may be requested by the Board of Directors. (2) In the event of a vacancy in the slate of officers or in the governing body, the remaining officers or members of the governing body shall determine the need and/or procedure for filling the vacancy. (3) Any officer or member of a governing body may resign at any time by giving written notice of such resignation to the remaining officers or governing body members. (4) Any officer/governing body member may be removed for cause by vote of two-thirds (2/3) of the voting members of the local chapter present at such meeting called for that purpose. Such individual shall be removed or suspended only after reasonable notice and opportunity to be heard. (5) Such officers or other governing body shall be accountable to the Board of Directors in the performance of their responsibilities. Section 3. Voting. The local chapters shall vote on their own business at regularly scheduled meetings. A majority of the votes properly cast by the members present shall decide any question presented. Section 4. Withdrawal or Dissolution of a Chapter. In order to exercise the privilege of withdrawal from this Association or dissolution, a local chapter shall, as a condition precedent to the allowance and thereof, accomplish the following: (1) Hold a meeting of the voting membership of the withdrawing chapter after giving thirty (30) days notice to the Board of Directors and to the voting membership of the withdrawing chapter. (a) Said notice shall set forth the date, time, place (with complete address) and the purpose of such meeting, and shall include a copy of the verified statement of assets and liabilities as furnished to the President of the Board of Directors. (b) At said meeting the withdrawing chapter must adopt by a two-thirds vote of its voting membership present or represented by proxy a resolution for withdrawal from this Association or dissolution of such chapter. (2) File a petition for withdrawal or dissolution with the Board of Directors of the Association together with a verified statement of the assets and liabilities of the chapter within fourteen (14) days of the vote to dissolve or withdraw from the Association. (3) An officer of the Association appointed by the president and approved by the Board of Directors shall verify that all requirements as outlined in this Section and according to appropriate statutes, rules, regulations or procedures, have been met by the withdrawing chapter. Upon satisfactory compliance, the appointed officer shall allow and approve the withdrawal or dissolution requested, giving notice to the State Membership Chairman. Section 5. Suspension of a Chapter. A chapter may be suspended for the following reasons: (1) Failure to maintain the required minimum ten (10) voting members in the chapter. (2) Upon petition of five (5) voting members indicating that the chapter to be suspended was guilty of acts likely to discredit the Paralegal Association of New Hampshire. Any chapter proposed to be suspended shall be entitled to at least fifteen (15) day's notice in writing by mail of the meeting of the Board of Directors at which such suspension is to be voted upon and representatives of said chapter shall be entitled to appear before and be heard by the Directors at such meeting. Thereafter upon a two-thirds (2/3) vote of all the members of the Board of Directors, all of whom must be present at a meeting called for that purpose, the chapter may be suspended. A suspended chapter may at any time apply to the Board of Directors for reinstatement. If said meeting of all the Board of Directors cannot be held within thirty (30) days of receipt of said petition, the Board shall have authority to take whatever appropriate steps may be necessary until such time as the meeting can be held. Section 6. Disposition of Property. Any local chapter which shall for any cause cease to be affiliated with the Association shall be deemed to have thereby relinquished the name of the local chapter and contemporaneously consented and agreed to the assignment, transfer and delivery of all property whatsoever to the Association if the Association is still in existence. Otherwise, all property shall be assigned, transferred and delivered to a nonprofit charitable organization as defined in the Internal Revenue Code. Said non-profit charitable organization shall be selected by a majority vote of the remaining members of the Association. In no event shall any property be distributed to any member or private individual. The local chapter shall not thereafter use nor attempt to use that local chapter name nor the name, emblem, badge, pin, insignia, trademark, service mark and all design marks, and any and all copyrighted materials of this Association in any manner whatsoever. Section 7. Chapter Bank Accounts. Each chapter shall maintain a bank account and shall be allocated initial operating monies in an amount approved by the Board of Directors. Upon the Board's consideration of all chapters' annual budgets or other financial reports, additional operating monies may be allocated at the start of each fiscal year. Additional requests for funds may be submitted to the Board for consideration. Each chapter will report spending and earnings to the State Treasurer on a quarterly basis. Board of Directors Section 1. Elections, Terms of Office. The business and property of the Association shall be managed and controlled by a Board of Directors which shall be comprised of voting members. A maximum number of Directors fixed by the Board of Directors shall be elected by voting membership from each chapter prior to the annual meeting of the Association, which vote shall be taken according to Section 3 of Article VI. At the annual meeting, voting members shall ratify the election of the chapter-elected Directors. The remaining allowable number of Directors at-large, fixed by the Board of Directors, shall be elected at its annual meeting, which vote shall be taken according to Section 4 of Article V. Directors are elected to hold office for a term of two years or until the election and qualification of their respective successors. One-half of the Directors shall be elected each year. No Director shall be elected for more than two (2) successive two-year terms, but Directors may be reelected following the intervention of one (1) full year. In the event that local chapters have not elected officers prior to the annual meeting of the Association, the chapter-elected Directors shall be elected as Directors at-large. Section 2. Responsibilities. In addition to the responsibilities otherwise set forth in the bylaws, the Board of Directors shall be responsible for holding meetings, conducting official business, reviewing matters and making recommendations to the general membership, calling special meetings when necessary, setting policy for approval by the membership, knowing the responsibilities of office, understanding these bylaws and encouraging legal education. Directors shall attend at least seventy-five percent (75%) of all meetings of the Board, shall serve on at least one committee at state level, and shall participate in their respective local chapter. Section 3. Allowable Number. The number of directors of the Association who are not related to each other by blood or by marriage shall be not less than five (5) nor more than fifteen (15). The number of directors for any annual period shall be fixed within these limits by resolution of the Board of Directors adopted at least thirty (30) days prior to the next annual membership meeting. In the event that the number of directors is reduced by any means, each director in office shall serve until his term expires, or until his resignation or removal as herein provided. Section 4. Resignation. Any director may resign at any time by giving written notice of such resignation to the Board of Directors. Section 5. Filling of Vacancies. If vacancies occur, they shall be filled as follows: (1) In the event of a vacancy in the office of President, the Vice President shall succeed to such office for the unexpired term. (2) In the event of a vacancy in any office other than President, the remaining Board members shall, by two-thirds (2/3) vote, elect one of their number to fill the unexpired portion of the term. (3) The President shall appoint a successor to fill the vacancy as to any appointive office as soon as possible after such vacancy occurs. (4) If a vacancy occurs of an at-large director, that position may: (a) remain vacant until filled by vote of the Association at the next annual meeting; or (b) be filled by a majority vote of the remaining directors. Any such interim at-large director shall serve only until the next annual meeting. The Association membership shall then elect, by majority vote, a successor director to serve for the unexpired term of the at-large director. (5) If a vacancy occurs of a local Chapter representative to the Board, that position may : (a) remain vacant until the next annual meeting; or (b) may be filled by a majority vote of the local chapter members present at a regular or special meeting called for that purpose. Such successor director shall serve for the unexpired term. If the unexpired term extends into the next fiscal year, that election shall be ratified by the general membership at the annual meeting. Section 6. Annual Meeting. As soon as practicable after each annual meeting of the membership, the newly elected directors shall meet for the purpose of transacting any business which may come before the Board including the election of officers. All meetings of the Board of Directors are open to the membership of the Association. Section 7. Regular Meetings. The Board of Directors shall hold regular meetings at such times and places as it shall determine. Any business may be transacted at any regular meeting. All meetings of the Board of Directors are open to the membership of the Association. Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the President or Vice President and must be called by either of them on the written request of any two members of the Board. Any business may be transacted at any special meeting. Section 9. Notice of Meetings. Except as otherwise provided herein, notice of meetings shall be given by mailing the same at least three (3) days prior to the date of the meeting or by faxing or by telephoning the same at least one (1) day before the meeting to the usual business or residence address of the director, but such notices may be waived by any director. The regular meetings of the Board of Directors may be held without notice at such time and place as shall have been previously determined by the Board. Any business may be transacted at a meeting where all Directors are present, even though neither notice nor waiver thereof is given. Section 10. Presiding Officers. At all meetings of the Board of Directors the President or Vice President or in their absence, a Chairman chosen by the Directors present shall preside. Section 11. Quorum. At all meetings of the Board of Directors, a majority of the existing directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or these bylaws. Section 12. Powers. All the corporate powers, except such as are otherwise provided for in these bylaws and in the laws of the State of New Hampshire, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may not delegate to committees, or to chapter officers/governing body of the Association, such powers that are specifically assigned to the Board of Directors by these bylaws. Section 13. Action by Unanimous Consent. Any action or vote required to be taken by the directors may be taken without a meeting by the unanimous written consent of all the directors. Section 14. Suspension or Removal. A director may be suspended or removed for cause by vote of two-thirds (2/3) of the voting members or by vote of a majority of the directors then in office. A director may be removed only after reasonable notice and opportunity to be heard. The period of such suspension or removal shall be determined by a majority vote of the Board of Directors to be taken at a special meeting called for that purpose. Section 15. Past President. Following the Election of Directors at the Annual Meeting as provided for in Article VII, Section 1 and subsequent Election of Officers by the Directors as provided for in Article VIII, Section 1 of these bylaws the individual having held the office of President for the preceding year shall be designated as an ex officio member of the Board for one additional year if that individual's term of elected office as a Director has expired. This shall supersede the term limitation in Article VII, Section I for individuals in this particular circumstance. Continued membership in the Association is a prerequisite for such office. Said past president shall not cast votes on matters of importance before the Board nor set forth motions to be debated but the individual shall be entitled to participate in discussions and assist the current Directors in their pursuit of Association business without regard to the obligations imposed upon elected Board members in Article VII, Section 2. Association Officers Section 1. Officers. The elected officers of the Association shall be the President, Vice President, Secretary/Clerk, Treasurer, NFPA liaison, and such other officers as may be elected from time to time by the Board of Directors with such powers and duties not inconsistent with these bylaws. Any two offices, except those of President and Secretary/Clerk, may be held by the same person. Any officer may also hold the position of NFPA liaison simultaneously. The appointed officer shall be the Parliamentarian and any other officers as may be appointed from time to time with such powers and duties not inconsistent with these bylaws. The appointment shall be effective for the then current fiscal year and shall not be subject to the limitations of an elected officer. Section 2. Election and Terms of Office. The elected officers shall be elected annually by the Board of Directors to serve until their successors are duly elected. No officer shall be elected in any one capacity for more than three (3) one-year successive terms, but officers may be reelected following the intervention of one (1) full year. Names of newly elected or appointed officers shall be submitted to NFPA headquarters and the Affiliated Association's Director at least thirty (30) days after election and/or appointment. Section 3. Filling of Vacancies. In case any office of the Association becomes vacant by death, resignation, retirement, disqualification, or any other cause, the filling of such vacancies shall be in accordance with ARTICLE VII, Section 5, herein. Section 4. President. The President shall preside at all meetings of the Board of Directors. The President shall be an ex-officio member of all committees except the Nominations and Elections Committee. In the event of a tie vote on any matter pending before the Board of Directors, the President may cast the deciding vote. The President shall have general charge of and supervise the affairs of the Association and shall perform such other duties as may be assigned by the Board of Directors. Section 5. Vice President. At the request of the President, or in the event of his/her absence or disability, the Vice President shall perform the duties and exercise the powers of the President and shall perform such other duties as may be assigned by the Board of Directors. Section 6. Secretary/Clerk. The Secretary/Clerk shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have custody of the corporate seal unless otherwise provided. The Secretary/Clerk shall attend and record the minutes of all the meetings of the general membership of the Association and the Board of Directors of the Association. The Secretary/Clerk shall also be custodian of all minutes of meetings at Board, Association and Chapter levels. Minutes of any meeting shall be available to the NFPA President upon request. The Secretary/Clerk shall, in general perform all the duties incident to the office of Secretary/Clerk, subject to the control of the Board of Directors, and shall perform such other duties as may be assigned to him/her by the Board of Directors. The Secretary/Clerk shall serve as registered agent of the Association, and in such capacity shall be the agent upon whom any process, notice or demand may be served, and such service shall be binding upon the Association. Section 7. Treasurer. The Treasurer shall have the custody of all funds, property, and securities of the Association, subject to such regulations as may be imposed by the Board of Directors. They may be required to give bond for the faithful performance of their duties, in such sum and with such sureties as the Board of Directors may require. They shall maintain the financial records of the Association, submit monthly reports to the membership, and exhibit such records at all reasonable times to any director or member of the Association upon reasonable request at the offices of the Association. They shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors. They shall disburse funds to chapters as set forth in Article VI, Section 7. The Treasurer shall be responsible for keeping a current roster of membership and reporting the membership annually to NFPA with the renewal fee for continued affiliation with NFPA. Section 8. NFPA Liaison. The NFPA liaison shall be a NFPA member, shall be familiar with the NFPA bylaws and standing rules, shall receive minutes of all NFPA meetings, and shall represent the Association at the NFPA annual meeting of affiliated associations. This officer shall report quarterly on Association activities to the NFPA affiliated associations director on forms provided by NFPA headquarters, and shall report all officers' names to NFPA headquarters and the NFPA affiliated associations director. This officer may submit items the Association wishes to be discussed to the NFPA affiliated associations director and shall participate in discussion sessions at NFPA annual meetings. A report to Association members on the NFPA annual meeting will be required. This officer shall, within sixty (60) days of passage, notify the NFPA parliamentarian and affiliated associations director of any changes in the Association's bylaws. This officer shall be the main contact between NFPA and the Association. This officer shall be a member of the governing body of this Association. Section 9. Parliamentarian. The Parliamentarian shall attend all meetings and give opinions on parliamentary procedures upon request of the President. This officer shall be familiar with the Association bylaws, NFPA bylaws, and shall receive all proposed bylaw amendments, prepare standing rules and amendments to standing rules and bylaws. Robert's Rules of Order shall serve as parliamentary authority for items not covered by these bylaws or the Association's standing rules. In the absence at any meeting of the duly appointed Parliamentarian, a majority of the Board of Directors present shall elect a substitute Parliamentarian for that meeting. Section 10. Suspension or Removal. An officer may be suspended or removed for cause by vote of two-thirds (2/3) of the voting members or by vote of a majority of the directors then in office. An officer may be removed only after reasonable notice and opportunity to be heard. The period of such suspension or removal shall be determined by a majority vote of the Board of Directors to be taken at a special meeting called for that purpose. Retention of Affiliation In order to retain affiliation with NFPA the Treasurer of the Association shall file an annual renewal application, pay an annual fee, and forward a current membership roster to NFPA headquarters. In the event of suspension of affiliation or reaffiliation, upon vote of a majority of the Association's voting members, a submittal of a new application, membership roster, bylaws, sample of educational programs, petition and current initial fee shall be forwarded by the Treasurer to NFPA headquarters for their approval. To further retain its affiliation status, the Association agrees to comply with the required reports and requests procedures as outlined by the NFPA bylaws. The annual renewal fee for NFPA shall be paid by the Treasurer on or before the deadline for such payment for such year and any payment received after such deadline may be subject to a late fee as determined by NFPA. Conflict of Interest Policy Section 1. Conflicts of Interest. Any possible conflict of interest on the part of any Director or officer or employee, or a member of the immediate family of any such person, of the Association shall be disclosed in writing to the Association’s Board of Directors. The possible conflict of interest shall be made of record through complete and full written disclosure to the Board of Directors when such individual has an interest that involves a specific issue before the Board of Directors. A transaction involving a Director or officer, or a member of the immediate family of any such person, shall be prohibited unless it is in the best interests of the Association, the transaction is for goods or services in the ordinary course of business of the Association for the actual or reasonable value (or a discounted value) of the goods or services, the transaction is fair to the Association and the appropriate actions as set forth herein are taken. When the transaction involving a Director or officer, or a member of the immediate family of any such person, exceeds Five Hundred Dollars ($500.00) but is less than Five Thousand Dollars ($5,000.00) in a fiscal year, the transaction must be approved by affirmative votes (and those affirmative votes must equal or exceed any quorum requirement specified herein) from at least two-thirds (2/3) of the Disinterested Directors (as hereinafter defined) without the participation, voting or presence of any Director or officer with a financial interest in the transaction or a Director or officer who has had a pecuniary benefit transaction with the Association in the same fiscal year. When the transaction involving a Director or officer, or a member of the immediate family of any such person, is in an amount equal to or greater than Five Thousand Dollars ($5,000) in a fiscal year, then: (i) the two-thirds vote of the Disinterested Directors set forth in the preceding sentence is required; and (ii) the Association must publish notice of the transaction is a newspaper of general circulation in the community in which the Association’s principal office is located or a newspaper of general circulation throughout the State of New Hampshire prior to consummation of the transaction; and (iii) the Association must provide written notice of the transaction to the Office of the Director of Charitable Trusts within the Office of the New Hampshire Attorney General prior to consummation of the transaction. The minutes of the meeting in which a transaction is discussed shall reflect that a disclosure was made, the abstention from voting and the actual vote itself. Every new Director will be advised of this policy upon assuming the position of Director and shall sign a statement acknowledging an understanding of and agreement to the Conflict of Interest Policy. The Board of Directors will comply with all requirements of New Hampshire law concerning conflicts of interest related to non-profit entities and such New Hampshire requirements are incorporated into and made a part of this Article X. For the purposes of these By-Laws, a “Disinterested Director” is a Director who does not have a financial interest in the transaction under consideration and has not been involved in a different transaction subject to this Article X within the same fiscal year. Under no circumstances is the Association to make any loans of money or property to any Directors or officers of the Association. The Association shall not sell, lease for a term of greater than five (5) years, purchase or convey any real estate or interest in real estate to or from a Director or officer without the prior approval of the probate court after a finding that the sale or lease is fair to the Association. Section 2. Directors' and Officers' Salaries. The directors and officers shall not receive any stated salary for their services as such, but by resolution of the Board, expenses of attendance may be allowed for attendance at corporate meetings and professionally related functions approved by the Board. Subject to Section 1 of this Article X, the Board of Directors shall have power in its discretion to contract for and to pay to directors and officers rendering unusual or exceptional services to the Association special compensation appropriate to the value of such services. Agents. Representatives and Contracts The Board of Directors may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Directors may see fit, so far as may be consistent with these bylaw, to the extent authorized by law. The Board of Directors, except as in these bylaws otherwise provided, 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 Association, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power of authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount. Committees The Board of Directors may appoint from its number, or from among such persons as the Board may see fit, one or more advisory or standing committees, and at any time may appoint additional members thereto. The members of such committees shall serve during the pleasure of the Board of Directors. Such person or by proxy at any meeting of shareholders of any corporation in which this Association may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Association might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke such powers as granted at its pleasure. Fiscal Year The fiscal year of the Association shall be as established by the Board of Directors. Prohibition Against Sharing in Corporate Earnings No director, officer, or employee of or member of a committee of or person connected with the Association, or any other private individual shall receive at any time any of the earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association, subject to Section 1 of Article X hereof, in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Association. All directors of the Association shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) Association. Investments The Association shall have the right to retain all or any part of any Securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors and subject to Section 1 of Article X hereof without being restricted to the class of investments which a director is or might hereafter be permitted by law to make or any similar restrictions; provided, however, that no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. Amendments Section 1. Bylaws. Any voting member may submit a proposed amendment to the bylaws by delivering the proposed resolution in written form to the Secretary of the Association. Proposed amendments shall be considered by the Board of Directors who shall recommend a vote for or against the adoption thereof. The Board of Directors shall have power to make, alter, amend, and repeal the bylaws of the Association by vote of a majority of the board of directors of the Association, subject to repeal or change by a 2/3 majority action of the members. The amendment must be proposed at an annual or special meeting of the Board of Directors and written notice setting forth the proposed amendment in detail shall be given to each director and member thereon not less than ten (10) days nor more than forty-five (45) days prior to the meeting at which said amendment is to be voted upon. Any amendments so voted upon as hereinabove indicated shall not be in conflict with the National Federation of Paralegal Associations’ bylaws. The National Federation of Paralegal Associations’ parliamentarian shall receive a copy of any amendments within sixty (60) days of passage. Section 2. Articles of Incorporation. The Board of Directors shall have power to amend the Articles of Incorporation of the Association by vote of a majority of the voting directors of the association at a meeting called for such purpose. Exempt Activities Notwithstanding any other provision of these Bylaw, no director, officer, employee, committee member or representative of the Association shall take any action or carry on any activity by or on behalf of this Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended. |
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