ALASKA ASSOCIATION OF PARALEGALS
BYLAWS
(Amended and Restated as of March 6, 2003)
Originally Adopted
April 6, 1989
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Section |
Effect of Amendment |
Date of Amendment |
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3.2.3 |
Changed
eligibility for student membership by
requiring that a student be enrolled
full-time in a paralegal studies program. |
01/02/97 |
|
|
3.4 |
Changed
dues provisions by deleting the second
sentence providing for prorated dues. |
01/02/97 |
|
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5.2 |
Amended
fifth sentence to provide that NFPA Primary
or Secondary Representatives who are not
also Board members shall serve ex officio as
Directors. |
10/07/93 |
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|
5.2 |
Inserted
provisions after the first sentence to
provide that 2-year terms that begin and end
in even years will be known as Seat A and
Seat C, two-year terms that begin and end in
odd years will be known as Seat B and Seat
D, and 1-year terms will be known as Seat 1,
Seat 2 and Seat 3 |
10/07/93 |
|
|
5.2 |
Restructured and amended provision on number
and qualifications |
01/02/97 |
|
|
5.2 |
Restructured and amended
provision on number and qualifications. |
02/08/03 |
|
|
11 |
Reduced
number of days required to give notice of
proposed Bylaw amendment to members. |
01/02/97 |
|
|
All |
Changed
name of association, restatement date and
certification. Deleted references to legal
assistants, replaced references to telegram
to E‑mail, changed 5.3.1 word after to
before, and other grammatical and stylistic
changes. |
03/06/03 |
The purposes of the
Association are:
To advance and
promote the educational and professional standards of
paralegals;
To encourage
and promote the continuing education of paralegals;
To uphold and
elevate the standard of honor, integrity, and courtesy in
the legal profession;
To promote,
protect, and further the public interest;
To promote the
employment, advancement, and education of paralegals,
regardless of race, sex, creed, color, national origin, age,
sexual orientation, or political ideology; and
To promote a
spirit of cordiality among members of the Association.
A paralegal 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 a lawyer. This person may be
retained or employed by a lawyer, law office, governmental
agency, or other entity or may be authorized by
administrative, statutory, or court authority to perform
this work.
A member shall be
any individual who is duly admitted to the membership of
the Association, and complies with the membership
provisions of these Bylaws. Membership shall consist of
the following classes:
Full membership
shall consist of those members who are admitted to
membership under section 3.2.1 of these Bylaws. Full
members in good standing shall be fully qualified to
vote, hold office, and otherwise participate in the
affairs of the Association.
Associate
membership shall consist of those members who are
admitted to membership under section 3.2.2 of these
Bylaws. Associate members in good standing shall be
entitled to fully participate in the affairs of the
Association, except that they shall not have the right
to vote or hold office.
Student members
shall consist of those members who are admitted to
membership under section 3.2.3 of these Bylaws. Student
members in good standing shall be entitled to fully
participate in the affairs of the Association, except
that they shall not have the right to vote or hold
office.
Sustaining members
shall consist of those members who are admitted to
membership under section 3.2.4 of these Bylaws.
Sustaining members in good standing shall be entitled to
participate in the affairs of the Association, except
that they shall not have the right to vote, be eligible
to hold office, or to serve on Association committees.
No individual
eligible for membership in the Association shall be
denied admission on the basis of race, sex, creed,
color, national origin, age, sexual orientation, or
political ideology.
An applicant shall
be eligible for admission to full membership if, at the
time of the initial application:
(a)
The applicant has an interest
in the paralegal professional and supports the purposes of
the Alaska Association of Paralegals; and
(b)
The applicant is employed as a paralegal, as defined
in section 2 of these Bylaws; and
(c)
The applicant has fulfilled one
of the following requirements:
(i)
Completion of an educational
program for paralegals; or
(ii)
Work experience as a
paralegal as defined by section 2; or
(iii) A
combination of education and/or work experience which
justifies admission to membership.
If an
applicant seeks admission under category “ii” or “iii,”
the work or educational experience upon which the
applicant is relying must be described in detail on the
applicant’s membership application, and the
determination of whether or not such experience
satisfies the requirements for membership shall be made
by the Membership Committee.
(d)
As of September 1, 1983, and
for each year thereafter, full members must, as a
requirement for continued full membership, certify they have
completed six hours of continuing legal education, as
defined in the Policy and Procedures Manual of the
Association, during the prior twelve months. A full member
who joins AAP for the first time between March 1 and August
31 must certify they have completed three CLE credits in
order to renew in the full membership category.
An applicant shall
be eligible for admission to associate membership if the
applicant has an interest in the paralegal profession
and supports the purposes of the Alaska Association of
Paralegals.
A person shall be
eligible for admission to student membership if he or
she has an interest in the paralegal profession and, at
the time of application, is enrolled as a student in a
paralegal studies program at a post-secondary
institution, and is not employed as a paralegal.
This membership
shall be offered to corporations and organizations that
provide services, goods, or help to fund paralegal
educational and membership activities.
An application for
membership shall be submitted to the Membership
Committee.
The chairperson of
the Membership Committee shall be appointed by the Board
of Directors. The other members of the committee shall
be appointed by the Membership Committee chairperson.
The Membership Committee shall review and approve
membership applications in accordance with guidelines
approved by the Board and set out in the Policy and
Procedures Manual of the Association.
Payment of dues is
a prerequisite to admission to and renewal of
membership.
A member of the
Association must pay dues in the amount set by the Board for
each yearly period beginning September 1 and ending August
31, payable on or before the first day of that period.
The Membership
Committee chairperson shall provide a register of the names
and addresses of all members to the Association’s secretary
for inclusion with the corporate records. Said register may
be inspected by any member.
The annual meeting of
the members shall be held each year during the month of May
at such time and place as shall be determined by the board
for the purpose of electing Directors and officers, and
transacting such other business as may come before the
meeting.
Regular meetings of
the members may be held at such time and place as the
officers, or members, may from time to time designate.
Special meetings of
the members may be called ,for any purpose, at any time by
the President, the Board, or by members, having at least
one-fourth of the members entitled to vote at such meeting.
All meetings shall be
held at such place in or outside the State of Alaska
designated in the notice of the meeting or in a waiver of
notice of the meeting.
Written notices
stating the place, day, and hour of the meeting and, in the
case of a special meeting, the purpose for which the meeting
is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either
personally or by mail, by, or at, the direction of the
President or the Secretary to each member in good standing.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the member
at such member’s address as it appears in the records of the
Association, with postage thereon prepaid. If the notice is
E-mailed, it shall be deemed to be delivered when the
content of the E-mail is sent from the originating
computer. In the event that the President or Secretary
shall fail or refuse to give written notice of a special
meeting of the members to be held not less than ten nor more
than fifty days after receipt of a request from one-fourth
of the members as provided in section 4.3, the members
making the request may give such notice, stating the time,
place, and purpose of the meeting.
Whenever any notice is
required to be given to any member under the provisions of
these Bylaws, under the provisions of the Articles of
Incorporation, or under the provisions of the Alaska
Nonprofit Corporation Act, a written waiver signed by the
individual, or individuals, entitled to such notice, whether
before, at, or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
Ten percent (10%) of
the full members, represented in person or by proxy, shall
constitute a quorum at a meeting of the members.
If a quorum is
present, the affirmative vote of the majority of the full
members represented at the meeting and entitled to vote on
the subject matter shall be the act of the members, unless
the vote of a greater number is required by these Bylaws,
the Articles of Incorporation, or the Alaska Nonprofit
Corporations Act.
A member may vote by
proxy executed in writing by the member or by his or her
duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the Association before or at the time
of the meeting. Unless otherwise provided for in the proxy,
a proxy shall be invalid eleven months from the date of its
execution.
Each full member shall
be entitled to one vote upon each matter submitted to a vote
at a meeting of the members.
Any action required or
permitted to be taken at a meeting of the members may be
taken without a meeting, if a written consent setting forth
the action to be taken is signed by all full members. Any
such written consent shall be inserted in the minute book as
if it were the minutes of a meeting of the members.
Notwithstanding
sections 4.1 and 7.2 of these Bylaws, the annual election of
Directors and Officers may be conducted by mail without
having a meeting for such purpose. Elections shall be
conducted pursuant to the provisions of the Policy and
Procedures Manual.
The business and
affairs of the Association shall be managed by a Board of
Directors.
The Board shall
be composed of five Directors to be elected by the
voting members, two of whom shall serve staggered
terms of two years, the remaining three Directors to
serve one-year terms.
The two-year
board seat that begins and ends in even years shall
be known as “Seat 2-A.” The two-year
Board seats that begins and ends in odd years shall be
known as “Seat 2-B.” The one-year
Board seats shall be known as “Seat 1-A”, “Seat 1-B”
and “Seat 1‑C.”
5.2.1.2.
Officers to Serve as Ex
Officio Directors
In addition to
the Directors provided for in this Section, any
officer or any NFPA Primary or Secondary
Representative who is not also a Board member shall
serve ex officio as a director with full
voting rights during his or her term of office.
Directors shall be
full (voting) members of the Association.
The number of the
Directors may be changed from time to time to any number
not less than three by an amendment of these Bylaws, but
no decrease shall have the effect of shortening the term
of any incumbent Director.
Each Director shall
hold office until his or her term expires. Unless such
Director dies, resigns, or is removed, such Director
shall remain in office until his or her successor is
elected. No person may be elected a Director for more
than two consecutive terms, but a director may serve two
consecutive terms prior to and subsequent to service of
a term of an office.
The annual meeting
of the Board shall be held without notice immediately
after the annual meeting of members for the purpose of
electing officers and transacting such business as may
properly come before the meeting(s).
By resolution, the
Board may specify the date, time, and place for holding
regular meetings without other notice than such
resolution.
Special Board
meetings may be called by or at the request of the
President or any two directors. The individual, or
individuals, authorized to call special meetings may
designate any place either in or outside the State of
Alaska as the place for holding any special Board
meeting called by them.
Notice of a special
Board meeting stating the place, day, and hour of the
meeting shall be given to each Director in writing or
orally, by either telephone or in person.
If notice if given
by personal delivery, the notice shall be effective if
delivered to a director at least two days before the
meeting.
If notice is
delivered by mail, the notice shall be deemed effective
if deposited in the official government mail properly
addressed to a Director at the Director’s address as
shown on the records of the Association, with postage
prepaid at least five days before the meeting.
If notice is
delivered by electronic mail, the notice shall be deemed
effective if the content thereof is sent electronically
for delivery to a Director at the Director’s E-mail
address as shown on the records of the Association at
least three days before the meeting.
If notice is
delivered orally, by telephone or in person, the notice
shall be deemed effective when personally given to the
Director, at least two days before the meeting.
Notices, whether
verbal or written, shall be the responsibility of the
Association Secretary. A written record of the notice
and its manner of service shall be made and retained in
the records of the Association.
All meetings of the
Board shall be open to the members provided that only
the Board members shall be entitled to vote.
Whenever any notice
is required to be given to any Director under the
provisions of these Bylaws, the Articles of
Incorporation, or the Alaska Nonprofit Corporation Act,
a waiver thereof in writing, signed by the individual,
or indivdiuals, entitled to such notice, whether before,
at, or after, the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the
business transacted at, nor the purpose of, any regular
or special meeting of the Board need be specified in the
waiver of notice of such meeting.
The attendance of a
Director at a meeting shall constitute a waiver of
notice of such meeting, except where a Director attends
a meeting for the sole purpose of objecting to the
transaction of business because the meeting is not
lawfully called or convened.
A majority of the
number of Directors fixed by these Bylaws shall constitute a
quorum for the transaction of business at any Board
meeting. However, if less than such majority be present at
a meeting, a majority of the Directors present may adjourn
the meeting from time to time without further notice.
The act of the
majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board.
Any Director may
resign at any time by delivering written or oral notice to
the President or Secretary, or to the registered office of
the Association.
At a meeting of the
members of the Association called expressly for that
purpose, one, or more members of the Board may be removed,
with or without cause, by a vote by written ballot of a
majority of the voting members. Those Board members thus
removed shall be replaced at said meeting.
Any vacancy occurring
in a Directorship during a one-year term, or in the second
year of a two‑year term, may be filled by the affirmative
vote of a majority of the remaining Directors. Any vacancy
occurring in a Directorship during the first year of a
two-year term shall be filled by the Board for the remainder
of the first year of such two-year term and by the members
at the annual election of Directors for the second year of
such term. In no case may a vacancy continue longer than
six months, or until the next annual meeting of the members,
whichever comes first.
A Director of the
Association present at a Board meeting at which action on
any Association matter is taken shall be presumed to have
assented to the action taken unless the Director’s dissent
is entered in the minutes of the meeting, such Director
files a written dissent to such action with the person
acting as the Secretary of the Association before the
adjournment thereof, or such Director forwards such dissent
by registered mail to the Secretary of the Association
before the commencement of the next regular meeting of the
Board. A Director who voted in favor of such action may not
dissent.
Any action required or
permitted to be taken at a meeting of the Board or of a
committee appointed by the Board may be taken without a
meeting if a written consent setting forth the action to be
taken is signed by each of the Directors or by each
committee member. Any such written consent shall be
inserted in the minute book as if it were the minutes of a
Board or committee meeting.
The Board may from
time to time appoint or dissolve any standing or temporary
committees and may invest such committees with such powers
as it deems appropriate subject to such conditions as may be
(1) prescribed by the Board, (2) provided for in the Policy
and Procedures Manual of the Association, or (3) applicable
law.
The Board of
Directors, by resolution adopted by a majority of the number
of Directors fixed by these Bylaws, may designate three or
more Directors to constitute an Executive Committee, which,
to the extent provided in the resolution and these Bylaws,
may exercise the authority of the Board of Directors in the
management of the Association, except that no such committee
shall have the authority of the Board in reference to (1)
appointing or removing any Director, officer, or member of
such committee of the Association, (2) amending the Articles
of Incorporation, (3) adopting a plan of merger, (4)
authorizing the sale, lease, exchange, or mortgage or other
disposition of all or substantially all of the property and
assets of the Association, (5) authorization of the
voluntary dissolution of the Association or revoking
proceedings thereof, (6) adopting a plan for the
distribution of the assets of the Association, or (7)
amending, altering, or repealing any resolution of the
Board. The designation of the Executive Committee and the
delegation of authority to it does not relieve the Board of
Directors or any member of the Board from responsibility
imposed upon the Board of Directors.
A majority of the
number of members composing any committee of the Board, as
established and fixed by resolution of the Board, shall
constitute a quorum for the transaction of business at any
meeting of such committee. However, if less than a majority
is present at a meeting, a majority of such members present
may adjourn the meeting from time to time without further
notice. The act of a majority of the members of a committee
present at a meeting at which a quorum is present shall be
the act of the committee.
All committees so
appointed shall keep regular minutes of the transactions of
their meetings and shall transmit them to the Association
Secretary.
Any member of any
committee may resign at any time by giving oral, or written,
notice thereof to the President, the Secretary, the Board,
or the Chairperson of such committee, or by giving notice at
any meeting of such committee. Any such resignation shall
take effect at the time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
The Board may remove
from office any member of any committee but only by the
affirmative vote of not less than a majority of the number
of Director fixed by these Bylaws.
The officers of the
Association shall be President, one or more Vice Presidents,
a Secretary, and a Treasurer, each of whom shall be formally
elected by the Board of directors. Assistant officers may be
elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such
authority, and perform such duties as are provided in these
Bylaws or as may be provided by resolution of the Board, Any
officer may be assigned by the Board any additional title
that the Board deems appropriate. The Board may delegate to
any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their
respective terms of office, authority, and duties. Any two
or more offices may be held by the same person, except the
offices of President and Secretary. No person shall be
eligible to serve as an officer of the Association unless he
or she is a full (voting) member.
The officers of the
Association shall be formally elected annually by the Board
of Directors, pursuant to the nomination of said officers
and a mandate by the voting members of the Association. Each
officer shall hold office until the next annual meeting and,
unless such officer dies, resigns, or is removed, such
officer shall remain in office until his or her successor is
elected.
Any officer may resign
at any time by delivering notice, orally or in writing, to
the President, the Vice President, the Secretary or the
Board.
Any officer or agent
may be removed, with or without cause, by either the
affirmative vote of a majority of the Directors in office or
by a majority vote of the voting members. Action by the
members to remove an officer or officers must be taken at a
meeting called expressly for that purpose and the vote must
be taken by written ballot.
A vacancy in any
office because of death, resignation, removal,
disqualification, or any other cause may be filled by the
Board for the unexpired portion of the term.
Any officer who is not
also a Board member shall serve ex officio as a Director
with full voting rights during his or her term of office.
Officers shall serve as Directors and have the same power
and duties as Directors. Assistant officers shall not serve
as Directors.
The President shall be
the principal executive officer of the Association, shall
preside over meetings of the Board and members, and, subject
to the Board’s control, shall supervise and control all of
the business and affairs of the Association. The President
may sign deeds, mortgages, bonds, contracts, or other
instruments, except when the signing and execution thereof
have been expressly delegated by the Board or by these
Bylaws to some other officer or agent of the Association or
are required by law to be otherwise signed or executed by
some other officer or in some other manner. In general, the
President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the
Board from time to time.
In the absence of the
President or in the event of the President’s death or
inability or refusal to act, the Vice President designated
by the Board as the successor to the President shall perform
the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject
to all the restrictions upon the President. Vice Presidents
shall have, to the extent authorized by the President or the
Board, the same powers as the President to sign deeds,
mortgages, bonds, contracts, or other instruments. Vice
Presidents shall perform such other duties as from time to
time may be assigned to them by the President or the Board.
The Secretary shall:
(a) keep the minutes of meetings of the members, the Board,
and committees having authority of the Board in one or more
books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of thee
Bylaws or as required by law; (c) be custodian of the
corporate records of the Association; (d) keep a register of
the post office address of each member as furnished to the
Secretary by the chairperson of the Membership Committee;
(e) sign with the President, or other officer authorized by
the President or the Board, deeds, mortgages, bonds,
contracts, or other instruments; and (f) in general perform
all duties incident to th | 
