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BYLAWS

ARTICLE I

NAME AND PURPOSE

1.1  Name.  The name of this corporation is the AMERICAN ASSOCIATION FOR PARALEGAL EDUCATION, INC. (AAfPE), hereinafter referred to as “Association.”

 

1.2  Incorporation.  This Association was incorporated in the State of Delaware on May 13, 1982.

 

1.3  Purpose.  The purpose of this Association is the improvement of the paralegal profession through the fostering of high standards of paralegal and legal studies education.  The Association is organized and shall be operated exclusively for educational purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code  of 1954.  The Association shall not be operated for profit and no part of its net earnings shall inure to the benefit of any of its officers or members or of any private individual.  Specifically, the Association may perform, but is not limited to the following:

a. Promoting high standards for paralegal and legal studies education.

b. Providing a forum and opportunities for professional improvement for paralegal and legal studies educators and others concerned with paralegal and legal studies education.

c. Developing a vehicle for the approval of paralegal education programs in cooperation with the American Bar Association and other institutions and professional associations.

d. Planning, promoting and holding an annual conference and other seminars for the Association.

e. Providing technical assistance and consultation services to institutions, educators and employers.

f. Promoting worthwhile research endeavors and collect, develop, and disseminate information related to paralegal and legal studies education and the paralegal profession.

g. Promoting the goals and interest of the Association through cooperation with other national, regional, and local groups and organizations.

ARTICLE II

MEMBERSHIP

2.1  Qualifications for Voting Membership.  The voting membership of this Association shall consist of paralegal and legal studies education programs from institutions that are 1) approved by the American Bar Association or 2) institutionally accredited by an accrediting agency recognized by the Commission on Higher Education Accreditation of the United States Department of Education or a comparable agency. These members are referred to as “institutional members” or “voting members.” All procedures, rules and regulations regarding membership are to be determined by the Board of Directors and set out in the Standing Rules of this Association.

2.2  Qualifications for Non-voting Membership.  Non-voting membership in this Association shall be open to all individuals, firms, institutions and organizations interested in promoting the purposes of this Association.  Such memberships shall be classified as follows:

 

2.2.a Individual membership for paralegal program educators or administrators who foster paralegal and legal studies education and endorse the policies of the Association but who are not currently associated with any institution.

 

2.2.b  Sustaining membership for law firms, agencies, organizations, consultants and other individuals who foster paralegal and legal studies education and endorse the policies of the Association.

 

2.2.c  Honorary and Emeritus memberships as deemed appropriate by the Board of Directors according to standards promulgated by the Board.

 

2.3  Application for Membership.  Application for all classifications of membership shall be made to the Association pursuant to the rules and procedures and on the forms approved by the Board of Directors, as set out in the Standing Rules of this Association. 

2.4  Annual Membership Dues.

2.4.a  Membership dues shall be paid annually in the amount established by the Board of Directors.  A one-time initiation fee shall be paid by each voting member school, the amount to be as approved by the Board of Directors and set out in the Standing Rules of this Association.

 

2.4.b  Membership dues are due and payable on January 1 of each year. Dues paid after February 15 are subject to a late fee of 10 percent. Dues for the membership year January 1 – December 31 that are not paid on or before September 1 are delinquent.  An institution that is delinquent in the payment of its dues is not a member in good standing and is not eligible to vote at the annual or any special meeting. An institution seeking membership must submit an application and have it approved, by September 1, and pay the current year’s dues prior to the official opening of the Annual Conference in order to be counted as part of a quorum and to vote at the annual or any special meeting.

 

2.5  Only Institutional members may use Association membership for advertisement or endorsement purposes; however, other members in good standing may identify themselves utilizing the following statement: (name) is a (membership category) of the American Association for Paralegal Education (AAfPE). 

ARTICLE III

MEETINGS

3.1  Meetings.  This Association shall meet annually at a time and place fixed by the Board of Directors.  The Board of Directors may call a special meeting of the Association at such time and place as it shall deem appropriate.Thirty (30) days’ notice of any special meeting, including the purpose for the meeting, shall be given each voting member of the Association.  All members may attend membership meetings.

3.2  Delegates.  Each member educational institution that meets the qualifications for voting membership shall appoint one delegate to represent the institution for purposes of voting.  The member institution must notify the Board of Directors of the name of the delegate when dues are paid.  If the delegate is changed, the name of the new delegate must be submitted to the Board of Directors or its designee prior to the next regularly scheduled election. Only these delegates may address any membership meeting and vote.

 

3.3  Quorum, Voting and Rules of Procedure.  No business may be transacted at any membership meeting unless a quorum is present.  A quorum consists of representatives of fifteen percent (15%) of the voting member schools in good standing as defined in Sections 2.1 and 2.4.b.  At any meeting of the membership, where a quorum is present, all questions properly before such meeting shall be determined by a simple majority vote of the votes cast, except as shall otherwise be contrary to any specific provision of these bylaws.  Votes cast shall not include blank ballots or abstentions.  Each school has one vote, to be cast by the school’s voting member duly selected under the provision of Section

 

3.2.  If there is no quorum in any regularly scheduled election, the Board of Directors will continue to serve for another full year, and the decisions of the Board will be deemed to be the decisions of the membership.  If there is no quorum in two successive regularly scheduled elections, the Board of Directors may move to dissolve the organization, under Article IX.   

 

3.4  Written or Electronic Ballot.  By a majority vote of the votes cast, any proposition before a meeting of the membership may be taken by written or electronic ballot, anonymously.  Votes cast shall not include blank ballots or abstentions.

ARTICLE IV

OFFICERS AND DIRECTORS

4.1  Officers.  The officers of this Association shall be the immediate past president or president-elect (in alternate years), president, and secretary/treasurer.

 

4.2  Regional Directors.  There shall be one director elected from each of four regions: Central, North, South, and West. The Board of Directors shall be responsible for defining the geographic boundaries of these regions. These Directors shall be elected by the delegates from the respective regions at the annual meeting.

 

4.3  Qualifications of Officers and Directors.

4.3.a  An officer or director must be legally competent to enter into contracts. 

4.3.b  The officers and directors shall be selected from educators or administrators of voting member institutions in good standing. 

4.3.c  Only one educator or administrator of a voting institution shall serve on the Board at any one time.  The immediate past president shall be ineligible for immediate election to the Board, but shall be so eligible after one (1) full year off the Board.

4.4  Officers:  Powers and Functions.

4.4.a  The president shall be the chief executive officer of the Association, shall be primarily responsible for carrying out all purposes, policies and activities established or specified by the Board of Directors and as set out in the bylaws.  The president shall preside at all meetings of the Association and of the Board of Directors, and shall be the ex-officio member of all committees, except the Nominating Committee.  The president shall appoint chairs to standing and special committees, unless otherwise provided for in these bylaws.

4.4.b   The president-elect (or the immediate past president, in alternate years) shall perform all duties of the president in the absence of the president for whatever cause, and otherwise assist the president in implementing the established policies of the Board and bylaws. The president-elect shall automatically assume the presidency after the president’s term expires.

4.4.c  The secretary/treasurer shall be responsible for minutes of all meetings and keeping permanent minutes. This officer shall assist the president in any way, including giving notice of meetings. The secretary/treasurer shall approve deposit of all funds and approve all disbursements, subject to approval of the Board of Directors and as provided in the budget.  The secretary/treasurer shall prepare a budget for the ensuing fiscal year which shall be adopted by the Board of Directors.  All disbursements of the Association funds must be by Association check, approved by the secretary/treasurer or the president. The secretary/treasurer shall submit a written financial report at each regular meeting of the Association and of the Board of Directors.

4.5  Election of Officers and Directors.  The officers and directors shall be elected by the designated delegates at the annual meeting.

4.5.a  The president shall appoint a chair of the Nominations Committee at least sixty (60) days prior to the annual meeting of the Association to present a slate of officers and directors to the delegates thirty (30) days prior to the annual meeting unless otherwise provided for in these bylaws.   The president shall appoint a parliamentarian who is familiar with the Association bylaws and the current edition of Robert’s Rules of Order Newly Revised to provide expert advice on parliamentary procedure at the annual business meeting.  No name shall be on the slate without the consent of the candidate. 

4.5.b  Election for officers and Director of Communication, Director of Educational Development, and Director of Educational Credentialing shall be by majority vote of the votes cast among all voting members.  Election of Regional Directors shall be by majority vote of votes cast among all voting members from that region.

4.5.c  If no candidate receives a majority vote on the first ballot, the two candidates with the most votes will be the only candidates on the second ballot.  If no candidate receives a majority vote on the first ballot, and the next candidates are tied, there will be a run-off election between the tied candidates.  Then there will be a final ballot listing the winner of that run-off election and the candidate who received the most votes on the first ballot.

4.6  Removal from Office.  If any officer or director, whether elected or appointed, is absent from three regular Board meetings without good cause, the Board by a two-thirds vote may declare a vacancy and the president shall appoint a successor, subject to approval by a majority of the Board of Directors.

4.7  Vacancies.  If the office of president becomes vacant, the president-elect shall immediately assume the unexpired term, followed by that officer’s own full term as president.  If the office of president-elect becomes vacant, that office shall be filled by appointment by the president, subject to approval by a majority of the Board of Directors.  At the next annual meeting, the positions of president and president-elect will be placed on the ballot.  Other unexpired terms of office created by similar vacancies shall be filled by appointment by the president, subject to approval by a majority of the members of the Board of Directors until the next annual meeting at which time a candidate shall be elected to fill the remainder of the term.  An officer or director who ceases to meet the requirement of being an educator or administrator at a voting member institution may continue to serve as officer or director until the next annual meeting, at which time a candidate shall be elected to fill the remainder of the term.  A director, elected as a representative of a member institution from one of the four regions, who ceases to meet the requirement of being an educator or administrator of a voting member institution from that region may continue to serve as director until the next annual meeting, at which time a candidate shall be elected to fill the remainder of the term.

4.8  Terms of Office.  The term of office for president shall be for two years and without succession in the same office. The president-elect shall be elected in odd-numbered years serving a one-year term as president-elect, beginning in the sitting president's second year after which the president-elect succeeds to the office of president, beginning the two-year term of president at the national meeting in even-numbered years. The immediate past president shall serve a one-year term, beginning during the national meeting in the sitting president's first year (even-numbered years) and concluding at the national meeting in odd-numbered years. The term of office for secretary/treasurer shall be for three (3) years.  Directors are elected for three (3) year terms.  No elected officer or director may serve for more than two consecutive terms in the same office.  The time spent in filling a partial term created by removal or vacancy shall not count towards the two term limitation.  No officer or director shall hold more than one office.

ARTICLE V

BOARD OF DIRECTORS

5.1  Voting Members of the Board of Directors.  The president-elect (or immediate past president, in alternate years), secretary/treasurer, and directors set forth in 4.2. are voting members of the Board. The president is a non-voting officer, except in the case of a tie when the president shall cast the tie-breaking vote.        

 

5.2  Conducting Board Business.  The Board may conduct business by mail, fax, telephone conference, e-mail, or other electronic means or by meetings.  In the event of a vote by mail, fax, telephone conference, e-mail, or other electronic means, the majority vote of all members of the Board shall be required to approve any action.   The president shall call Board meetings to be held at least semi-annually, the time and place to be designated by the president, with the approval of the Board of Directors.  If the president is unable or unwilling to convene the Board, with ten days written notice by certified mail return receipt requested, a majority of the voting members of the Board may call for Board business to be conducted by a meeting, mail, fax, telephone conference, e-mail, or other electronic means. 

5.3  Reimbursement for Expenditures.  No officer, director, chair or member shall be compensated for Association duties.  However, persons may be reimbursed for out-of-pocket expenses in connection with Association related activities, provided the expenses have been authorized by Standing Rule, the Board, or president prior to expenditure.

 

5.4  Powers of the Board.

5.4.a  Except as otherwise hereinafter provided, the business of this Association shall be managed and controlled by its Board of Directors.  The Board may exercise all the powers, authority and discretion which may be exercised by the members of the Association, except such as are by other provisions of these bylaws, either specifically reserved to the membership or alternatively are delegated to specific officers.

5.4.b  An Executive Director may be appointed and removed by the Board of Directors.

5.4.c  The Board of Directors in performing its duties with respect to the management of this Association shall have the power and authority to establish sections, conferences, divisions or commissions for its membership pursuant to such rules, regulations, and qualifications as the Board may adopt not inconsistent with these bylaws.

 

5.5  Indemnification.  Directors and officers shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Association, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director or officer derived any improper personal benefit. 

 

5.6  Annual Report.  The Board shall make an annual report to the Association and circulate to the member schools such other reports and publications as the Board deems desirable.

ARTICLE VI

COMMITTEES

6.1  The standing committees shall include, but not be limited to the following:  Communication, Education, Outreach, and Nominations.

6.2  Other committees, standing or special, may be appointed by the president as the Association or Board shall deem necessary to carry on the work of the Association.    

6.3  Standing and Special Committee Chairs shall be any member  in good standing.  All Standing and Special Committee Chairs shall be appointed by the president.

6.4  All committee chairs serve a one year term.

6.5  If a vacancy exists in any chair for any cause, the president shall immediately appoint a successor.

6.6  Duties of the Standing Committees and Special Committee Chairs are as set out in the Standing Rules of this Association, as approved by the Board of Directors of this Association.

ARTICLE VII

PARLIAMENTARY AUTHORITY

7.1  The current edition of Robert’s Rules of Order Newly Revised  shall be the parliamentary authority where applicable and where there is no conflict between those rules and the bylaws of this Association.

ARTICLE VIII

AMENDMENT OF BYLAWS

8.1  Amendments:  Proposing. The draft of proposed amendment(s) to these bylaws (including the requirements and approved policies they embody) shall be filed with the Secretary at least two (2) months prior to the annual meeting.  The Secretary shall forward a copy of the proposed amendments to be distributed to the voting membership at least thirty (30) days prior to the date of the annual meeting.

8.2  Amendments:  Voting.  A proposed amendment shall not be adopted unless it is approved by two-thirds of the votes cast on the proposed amendment at the annual meeting.  A member school shall not be counted as voting unless it votes for or against the amendment.  The votes cast shall not include blank ballots and abstentions.

ARTICLE IX

DISSOLUTION

9.1  Dissolution.  In the event of dissolution of this Association,  all property and assets shall be distributed to a non-profit charitable organization as defined by the Internal Revenue Code, to be selected by a majority vote of the Board of Directors.  In no event shall any of such property and assets be distributed to any member or private individual.

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