New Orleans Paralegal Association

BYLAWS

NEW ORLEANS PARALEGAL ASSOCIATION

(A Louisiana Non-Profit Corporation and 501(c)(6) Organization)

ARTICLE I

The New Orleans Paralegal Association may be referred to hereinafter as the “Association.”

1.1 The Purpose of this non-profit Association shall be to:

1.1(a) Promote general welfare of the paralegals within the State of Louisiana and paralegals outside of Louisiana who affiliate themselves with the Association;

1.1(b) Conduct such fraternal, social, educational and charitable programs as will further the purposes of the Association;

1.1(c) Affiliate with the Nation Federation of Paralegal Associations (“NFPA”)with full voting rights until such time as NFPA shall dissolve or the members by amendment to these Articles shall end such affiliation with the NFPA.

1.2 The term “Paralegal” shall mean:

A paralegal/legal assistant is a person qualified through education, training or work experience to perform substantive legal work that requires knowledge of legal concepts and that is customarily but not exclusively, performed by an attorney. This person is retrained/employed by an attorney, law office, governmental agency, or other entity under the supervisory authority of an attorney; or is authorized by governmental administrative agency or statutory or court authority to perform substantive legal work directly for the public.

The term “legal assistant” as used in these By-Laws shall have the same meaning as the term “paralegal”.

ARTICLE II

Office and Registered Agent

2.1 The association shall continuously maintain a registered office with the City of New Orleans at such places as may be designated by the Board of Directors. The Principal office of the Association shall be located at such place within the City of New Orleans as may be designated by the Board of Directors, and other offices may be established within the State of Louisiana as the Board may designate.

2.2 The Association shall continuously maintain within the City of New Orleans a registered agent, which agent shall be designated by the Board of Directors. Any change in the registered office or agent shall be accomplished in compliance with Louisiana Revised Statues 12:201. et seq.

ARTICLE III

Annual Year and Fiscal Year

3.1 The annual year of the Association shall begin on January 1, and end on December 31.

3.2 The fiscal year of the Association shall begin on January 1, and end on December 31.

ARTICLE IV

Membership

4.1 The Association shall have four classes of members. The designations, qualifications and rights of each class shall be as follows:

4.1(a) Voting Member.

A voting member shall be employed as a paralegal (as defined in paragraph 1.2 at the time of application for or renewal of membership. A voting member shall be entitled to one vote on all matters which require the vote of members of the New Orleans Paralegal Association and shall have the right to make motions, hold office and serve on the Board of Directors. A voting member shall possess at least ONE of the following qualifications:

Bachelor’s degree and one year paralegal experience and is employed or retained as a paralegal; OR
Completion of an ABA approved paralegal program or a paralegal studies program that is not ABA approved but meets the substantive legal studies requirements pursuant to ABA guidelines, and is employed or retained as a paralegal; OR
Two years paralegal experience and verification of employment as a paralegal; OR
Has passed the NFPA Paralegal Advanced Competency Exam (PACE), the NFPA Paralegal CORE Competency Exam (PCC) or other nationally administered paralegal certification examination.

4.1(b) Associate Member.

Associate members shall not be entitled to vote on matters which require the vote of the members of the New Orleans Paralegal Association and shall not have the right to make motions, hold office or serve on the Board of Directors.

A person who has completed a paralegal studies program (as described in paragraph 4.1(a)(2)), but is not currently employed or retained as a paralegal; OR
A person who has not met either the experiential or educational requirements for Voting Membership as set forth (as described in paragraph 4.1(a)), but has five (5) years legal experience; OR
A person who has previously been, but is not now, employed as a paralegal.

4.1(c) Student Member.

Any individual who is currently enrolled in a formal course of paralegal studies may become a student member. Proof of enrollment must be attached to application. Student members shall not be entitled to vote on matters which require the vote of the members of the association and shall not have the right to make motions, hold office or serve on the Board of Directors.

4.1(d) Sustaining Member.

Any individual, corporation, partnership, organization or other entity interested in supporting the association may become a sustaining member. Sustaining members shall not be entitled to vote on matters on which require the vote of the members of the association and shall not have the right to make motions, hold office or serve on the Board of Directors.

4.2 Admission procedure.

Application to become a voting or non-voting member shall be made on a form approved by the Board of Directors. The completed application shall be submitted to the Membership Committee for approval and processing. Payment of dues is prerequisite to the completion of membership. Any applicant denied membership approval by the Membership Committee may appeal to the Board of Directors upon written hearing request of the President of the Association.

4.3 Annual dues. Each member shall pay annual dues, in advance, on or before January 1 of each year. If any member shall be in default in the payment of dues by the last day of January of such year, the Membership Committee shall cause notice thereof to be sent to said member. If any member shall be in default in the payment of dues for a period of two months, his or her membership may be terminated by the Board of Directors. If three or more members join from a law firm, corporation, partnership or other juridical entity, and the dues for each member are paid at the same time by check of the juridical entity; each member shall receive a $5.00 discount on their dues.

4.4 Restriction on Membership. Members of the New Orleans Paralegal Association:

a) Cannot be a convicted felon.

b) Cannot have multiple misdemeanor convictions, without approval of the Board of Directors.

4.5 Reclassification of Membership. Members are required to notify the Membership Committee

Chairperson of any change of membership class. The Membership Committee Chairpersons shall advise the member of the Treasurer of the reclassification. Leaves of absence granted by an employer shall not be considered terminations of employment for the purpose of this Section 4.5

4.6 Termination of membership. Any member considered for suspension or expulsion is entitled

to a hearing before the Board of Directors to show cause why such suspension or expulsion should not be considered. Such member shall be duly notified by written notice at least ten days prior to such hearing the reason therefore. The Board of directors, by the affirmative vote of a majority of all members of the Board, may suspend or expel a member for failure to abide by the Affirmation of Responsibility or others rules or regulations of the Association after the appropriate hearing. Procedure for such hearing shall be a prescribed in the Procedures Manual (Article X, below).

4.7 Resignation. Any member may resign by filing a written resignation with the Membership Committee, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges heretofore accrued and unpaid.

4.8 Reinstatement. Upon written request signed by a former member and filed with the

Membership Committee, the Board of Directors may, by the affirmative vote of the majority of all members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

4.9 Transfer of Membership. Membership in the Association is not transferable or assignable.

ARTICLE V

Board of Directors

5.1 Powers. The business and affairs of the corporation shall be managed by its Board of Directors (hereinafter “Board”). The Board may exercise all such powers of the corporation and do all such lawful acts and things as are not statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised and done by the members.

5.2 Number and Term. The Board of Directors shall consist of not less then five (5) and not more than eleven (11) directors-at-large shall be voting members of the association. (Except as hereinafter provided in the case of vacancies, directors-at-large shall be elected to serve until the next annual meeting of the members and election of his or her successor.)

5.3 Vacancies. Vacancies in the Board of Directors, including positions resulting from increase in the number of directors, shall be filled by a majority vote of the remaining members of the Board, though it may be less than a quorum. Each person so elected shall be a director until the election of his or her successor by the members, either at the annual meeting or at any special meeting duly called for that purpose and held prior thereto.

5.4 Resignations. Any director-at-large of the Board of Directors may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therewith. The acceptance of such resignation shall not be necessary to make it effective.

5.5 Removal. At the meeting of the members of the Association called expressly for this purpose, one or more directors-at-large may be removed, with cause, by a vote by written ballot of a majority of the members then entitled to vote in the Association. A director-at-large may also be removed, with cause, by a vote by written ballot of a majority of the members then entitled to vote in the Association. A director-at-large may also be removed by the affirmative vote of a majority of the Board of Directors shall such directors-at-large be absent from three (3) consecutive Board meetings without acceptable reason.

5.6 Change in Membership Status. If, at any time during the term of a Director, the Director becomes unemployed as a paralegal as defined herein, the Director shall inform the Board in a timely manner and shall have until the next annual meeting and election within which to gain employment and retain his or her position on the Board of Directors. If, at that time, the Director is not in compliance with the qualifications of membership as outlined in Article IV herein, and is unable to retain his or her position on the Board of Directors, then the position will be filled by a vote of the membership at the annual meeting.

5.7 Meeting of the Board. The Board of Directors shall meet at least quarterly. All such meetings shall be open to all members of the Association. Regularly scheduled meetings shall be published in the newsletter of the Association. Other meetings of the Board may be called by the President, and the President shall call a meeting at the written request of three members of the Board of Directors. Such meetings shall be held at such times and places to be fixed by the President, as shall be convenient for the transaction of the business for which the meeting is called. Written notice to the Board members at least seven (7) days prior to such meeting shall be made via electronic mail by the President or Secretary. In case of emergency, a meeting of the Board may be called via electronic mail and/or telephone with at least one business day’s notice.

(a) An agenda to a regularly-scheduled Board of Directors meeting shall be circulated to all Board members via electronic mail no less than seven (7) days prior to the meeting.

(b) An agenda for an emergency meeting of the Board need not be circulated, but at the time of notification of the emergency meeting, the purpose of the meeting shall be made known to the Board.

5.8 Quorum. At all meetings of the Board, a majority of the members of the Board must be present to constitute a quorum for the transaction of the Board’s business.

5.9 Waiver of Notice. Whenever any written notice is required to be given by statute or by

the Articles of Incorporation or by these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, shall be deemed the equivalent of such notice.

ARTICLE VI

Meeting of Members

6.1 Voting. Each voting member of the Association shall be entitled to one vote on each matter that is submitted to a vote of the membership or may designate in writing a proxy therefore.

6.2 Quorum. At all general business meetings of the Association, the presence in person or by proxy of one-quarter of the voting members shall be sufficient to constitute a quorum.

6.3 Annual Meeting. The Annual Meeting of the members shall be held each year on the third Tuesday in January, unless otherwise specified by the Board of Directors, of the election of the board of Director and the transaction of such other business as may properly come before the meeting.

6.4 Regular Meeting. Regular meetings of the member shall be held the third Tuesday of each month or at such time as the Board of Directors may determine.

6.5 Special Meeting. A Special Meeting of the members may be called by the Board of Directors or by ten (10%) percent of the voting membership. It shall be the duty of the Corresponding Secretary to fix the time of the meeting within five (5) days of the request, which shall be held not more than fifteen (15) days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the Board of Directors shall be empowered to do so.

6.6 Place and Time of Meeting. The Board of Directors may designate the place and time for any Annual, Regular or Special Meeting called by the Board of Directors.

6.7 Notice of Meeting. Written notices stating the place, hour and date of any special meeting shall be distributed either personally or by mail to each member not less than five (5) days prior to the date of such meeting. Publication of said notice will be made whenever possible. Telephone notice will not be sufficient notice except in the case of an emergency which shall be defined as any situation which requires action within a ten-day period. When mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the Association, with postage thereon prepaid.

6.8 Waiver of Notice. Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, shall be deemed the equivalent of such notice.

ARTICLE VII

Officers

7.1 Number and Qualifications. The officers of the Association shall be chosen by the voting members of the Association at the Annual Meeting and shall be a President, a Vice-President, a Secretary, a Treasurer, a NFPA Primary Representative and a Secondary Representative, except for the Board Advisor, which position shall be filled by the immediate past president of the Association, or by board appointee, as described in Section 7.2(g). The officers shall have such authority and responsibility to perform such duties in the management of the affairs of the Association as may be determined by resolutions of the Board of Directors or these By-Laws. The officers together with the Standing Committee Chairpersons shall serve as an Executive Committee of the Association.

7.2 Duties of Officers.

7.2(a) President. The President shall preside at all meetings of the members and Board of Directors of the Association; have general and active management of the business of the Association; see that all orders and resolutions of the Board are carried into effect; sit in an advisory capacity to all elected officers and directors and to all Committee, and shall perform such other duties as may be requested from time to time by the Board of Directors.

7.2(b) Vice-President. The Vice-President shall act as advisor and liaison to the Membership, Seminar Planning Committee, and Marketing Committees, shall provide quality speakers at meetings of the members of the Association, and shall perform such other duties as the Board of Directors may prescribe or the President may determine.

7.2(c) Secretary. The Secretary shall respond to or forward all incoming correspondence to the appropriate officer or committee chair; give, or cause to be given, notice of all meeting of the members and of the Board of Directors; maintain a correspondence file; act as an advisor and liaison to the Newsletter Committee; shall act as advisor and liaison to the Job Bank Committee. Attend all sessions of the Board and all meetings of the members, shall keep or cause to be kept a record of all votes of the Association and the minutes of all transactions in a book to be kept for that purpose, and shall perform such other duties as may be prescribed by the Board of Directors or the president.

7.2(d) Treasurer. The Treasurer shall have custody of all funds of the Association; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association; shall deposit all funds in such places of deposit as may be designated an Article VIII hereof; shall render financial reports to the President and the Board of Directors of the Association upon request; shall serve as an advisor and liaison to the Finance and Budget Committee, and shall perform such other duties as may be requested from time to time by the Board of Directors or the President.

7.2(e) NFPA Primary Representative. The NFPA Primary Representative shall represent the Association at the meetings of the NFPA Region in which the Association is a member and at all Annual Meetings of the National Federation of Paralegal Associations; shall report annually to the members and from time to time to the Board of Directors all NFPA matters and shall maintain such correspondence with the NFPA Region in which the Association is a member and with The National Federation of Paralegal Associations and shall perform such other duties and have other such powers as the Board of Directors shall establish.

7.2(f) NFPA Secondary Representative. At the request of the NFPA Primary Representative or in the absence or disability of the NFPA Primary Representative, the Secondary Representative shall perform the duties and exercise the powers of the NFPA Primary Representative and shall perform such other duties and have other powers as the Board of Directors shall establish.

7.2(g) Board Advisor. The immediate past president of NOPA who completed his or her term as president shall hold the position of board advisor and shall be a non-voting ex officio member of the Board of Directors. The board advisor shall provide continuity, be an advisor to the current president, and provide the president with background information and other assistance as needed and/or requested. The board advisor shall perform such other duties as directed by the Board of Directors or the president. If the board advisor is unable to serve, the Board of Directors will appoint the next available immediate past president OR a person who completed his/her term on the Board of Directors, and who does not currently hold a board position, to fill the position of board advisor.

7.3 Nominations and Election of Officers. Not less than forty-five (45) days prior to the Annual Meeting, the Nominating Committee shall solicit names for inclusion on the ballot. Such nominees must be voting members of the Association. A list of nominees together with their qualifications will be submitted to the voting membership at least ten (10) days prior to the Annual Meeting. Election of officers will be by written ballot.

7.4 Term of Office. The term of the officers shall be concurrent with the fiscal year of the Association. No officer shall serve more than two (2) consecutive terms in the same office unless:

(a) No other candidate declares for the office held under which case the officer may continue to serve in that position;

(b) That officer took office as an interim appointee under the provisions of Article V, Section 5.3 under which case the time served as an interim appointee does not count toward the term limit.

7.5 Removal of Officers. Removal of an officer shall be made only upon the recommendation of the Board of the voting membership or by the recommendation of ten (10%) percent of the voting membership, to be evidenced by petition, and the removal must be voted upon at a meeting of the members of the Association called expressly for that purpose or at a regular meeting of the members of the Association.

7.6 Resignation. Any officer of the Association may resign at any time by giving written notice to the Present or the Board of Directors. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7.7 Vacancies. All vacancies shall be filled in accordance with Article V. Section 5.3 above.

7.8 Quarterly reports. All elected officers shall provide written quarterly reports to the Board of Directors.

7.9 Monthly Reports. All elected officers shall provide written monthly reports to the President.

ARTICLE VIII

Committees

8.1 Establishment. The Board of Directors may establish committees except as mandated by the By-Law in this Article VIII, Section 2. Any such committee may exercise powers and authority to the extent provided by resolution of the Board of Directors. Each committee of the board shall serve at the pleasure of the Board except those committees specified in the Article VIII, Section 2. Committee chairs shall be voting members of NOPA.

8.2 Standing Committees. The Board of Directors of the Association shall establish the

following permanent Committees:

8.2 (a) Seminar Planning Committee – To keep members of the Association abreast of current developments in their fields of specialty by offering informative seminars and mini-seminars and collecting and making available information to the membership.

8.2(b) Membership – To encourage, promote and maintain membership, as well as processing and maintaining membership records. The committee shall also devise and recommend proposed changes in membership regulations to the Board of Directors and promote membership participation.

8.2(c) Marketing – To develop and maintain relationships with legal and professional associations, educational programs and news media. The Committee shall answer inquiries concerning the profession, present to the membership available curriculum from in-state programs, and provide news releases regarding the association to appropriate media.

8.2(d) Newsletter Committee – Shall publish a newsletter at intervals determined by the Newsletter committee, containing items and articles of interest to paralegals, including local and national news, programs and announcements of the Association. Duties include attending Board meetings when possible and review Board Minutes for pertinent information.

8.2(e) Budget and Finance Committee –The purpose of the “Budget and Finance Committee” is to create an operating budget every year, track spending and provide monthly reports to the Board on NOPA’s financial status. Treasurer shall be chair of the committee, and shall conduct quarterly meetings as necessary.

8.2(f) Job Bank Committee – To work with law firms and legal departments in filling paralegal job openings.

Media and Communication Committees

The Media and Communications Committees consist of three subcommittees: Website; Newsletter; and Social Media.

8.2 (g) Website Committee–Is responsible for updating the website with current materials, calendar dates, and general content, as well as developing new areas and web pages as those needs arise. NOPA’s intent is to provide an online presence and resource to assist NOPA members and the public with general and specific information from NOPA, its projects and programs, newsletter, legal services, and more. Duties include attending Board meetings when possible and review Board Minutes for pertinent information. The website shall post and update as needed the following information: Current year Membership Application and the process for becoming a Member; List of Officers and Committee Chairs; Job descriptions for Officers and Committee Chairs; Upcoming meeting information; Current and archived issues of the NOPA Newsletter; Links to national, regional and state organizations and other information as deemed appropriate by the Board.

8.2(h) Newsletter Committee – Shall publish a newsletter at intervals determined by the Newsletter committee, containing items and articles of interest to paralegals, including local and national news, programs and announcements of the Association. Duties include attending Board meetings when possible and review Board Minutes for pertinent information.

8.2(i) Social Media Committee – Shall promote NOPA as a leader in the paralegal profession in New Orleans and the surrounding area. The committee will establish a LinkedIn, Facebook and Twitter presence and provide timely information about NOPA, NOPA events and other professional highlights through liaisons with NOPA committees as well as other relevant local and national affiliations. The committee is encouraged to expand NOPA’s presence through the use of other social media outlets. Duties include attending Board meetings when possible and review Board Minutes for pertinent information. Information from committee chairs shall be provided to the Media and Communication Committee at least once a month and on a timely basis so that the information shall be posted by the appropriate subcommittees well in advance of each event. For the Media and Communication Committee to be the service that NOPA envisions, all NOPA members are urged to provide input, news and points of interest for the Committee to make it the voice of its member paralegals.

8.2(j) Social Committee –The “Networking/Social Events Committee” shall promote greater interaction among the members and sponsors. This committee organizes NOPA’s annual July dinner meeting, holiday party, and handles any other special networking and social events such as after work socials. The committee chairperson is responsible for planning and reserving all locations, making all arrangements with sponsors and providing the Media and Communication Committee with details so that each event may be sufficiently promoted.

8.2(k) Student Liaison Committee –The purpose of the ”Student Liaison Committee” is to encourage the professional development of student members. This Committee works on identifying and researching various projects, with a view to making recommendations to strengthen the body of student members within NOPA with the services and support they require. This committee shall maintain a strong presence with each student body by meeting with representatives of the institutions and colleges annually and promoting NOPA membership standards with the educators as well as working directly with the student liaisons.

8.2(l) Community Service Committee –The “Community Service Committee” oversees the availability of pro ono projects, which offer free legal assistance to citizens of the community, and service projects to the community, performed as a group.

8.2(m) Bylaws Committee –Oversees review and revision of the NOPA bylaws, and recommends proposed changes to the Board of Directors, for presentation and vote to and by the membership, within notice as set forth in Section 11.1 Amendments, in the NOPA bylaws.

8.2(n) Military Paralegal Outreach Committee –The “Military Paralegal Outreach Committee” exists through NOPA’s relationship with NFPA Military Paralegal Outreach Program. NOPA committee collects donations of cash and goods from members and others, and shops and packages goods, and ships them to the troops (usually legal-related) located at various military addresses assigned to NOPA annually by the NFPA through coordination with their cooperating military connections.

8.2(o) Bar Liaison Committee –The purpose of the “Bar Liaison Committee” is to establish and coordinate and grow a working relationship between NOPA and local and state bar associations.

8.2 (p) Strategic Planning Committee –The purpose of the “Strategic Planning Committee” is to formulate a strategic plan for NOPA, present it to the membership for vote, and to maintain it by annual review by the committee.

8.2 (q) Survey/Standards Committee – Monitors the economical status and working conditions of paralegals in the New Orleans area by conducting a semi-yearly salary and periodic standards survey; monitors standards of competency for paralegals with all levels of training and experience.

8.3 Committee Reports. Each standing committee shall make written quarterly reports to the Board of Directors. Each other committee shall make quarterly reports directly to the President.

ARTICLE IX

Finances

9.1 Funds. The Association’s funds shall be kept in such banking institutions as may be determined at the discretion of the Treasurer with approval of the Board of Directors.

9.2 Withdrawals. The signature of the Treasurer and one of the other officers of the Association will be necessary for such withdrawals and for the use of the petty cash fund. Such fund shall be established by the Board of Directors.

ARTICLE X

Procedures Manual

10.1 A procedure manual shall be compiled and maintained by the President-elect and such other persons as he or she may appoint. The manual shall prescribe the day to day operations of the Association, and shall be submitted to the Board of Directors for approval.

ARTICLE XI

Amendments

11.1 Amendments. These By-Laws may be amended, altered or repealed by the affirmative vote of the majority of the voting members at any regular or special meeting duly convened after notice to the members of that purpose, or by a majority vote of the members of the Board of Directors or any Regular or Special Meeting duly convened, subject always to the power of the members to change such action by the Directors.

ARTICLE XII

12.1 Duration. The duration of the Association shall be perpetual.

ARTICLE XIII

13.1 Liability. The members of the Association shall have no personal liability for corporate obligations.

ARTICLE XIV

14.1 Compensation. The Association shall afford no pecuniary gain, incidental or otherwise, to its members nor shall it lend any of its assets to a member, director or officer or guarantee to any such person the payment of a loan by a member, director or officer.