Bylaws

BYLAWS OF
ST. LOUIS PARALEGAL ASSOCIATION
(the "Corporation")

ARTICLE I
NAME AND OFFICE

Section 1NAME.  The name of this association shall be the St. Louis Paralegal Association. This association shall be affiliated with the National Association of Legal Assistants, Inc.

As used in these Bylaws, the following terms mean:

(a)     STLPA:  St. Louis Paralegal Association

(b)     NALA:  National Association of Legal Assistants, Inc.

(c)     Paralegal:  A distinguishable group of persons who assist attorneys in the delivery of legal services. Through formal education, training, and experience, paralegals have knowledge and expertise regarding the legal system and substantive and procedural law which qualify them to do work of a legal nature under the supervision of an attorney.

(d)     Business Partner: Those individuals, law firms, corporations or paralegal program representatives who endorse the paralegal concept or are involved in the promotion of the paralegal profession and are participants in STLPA’s Business Partnership Program set forth by the Corporation.

Section 2OFFICE.  The Corporation shall maintain a registered office in the State of Missouri, and a registered agent at such office, and may have other offices within or without the State as may be determined by the Board of Directors.

ARTICLE II
OBJECTIVES AND PURPOSES

Section 1.  The objectives and purposes of STLPA are:

(a)     To establish good fellowship among association members, NALA and members of the legal community.

(b)     To encourage a high order of ethical and professional attainment.

(c)     To further education among members of the profession.

(d)     To create a diverse and inclusive environment within its organization, the law firms our paralegals support and the legal community.

(e)     To cooperate with bar associations.

(f)     To support and carry out the programs, purposes, aims and goals of NALA.

ARTICLE III
POLICY

This Corporation shall be nonsectarian, nonpartisan, nonprofit and nonunion. No actions or programs maybe initiated or undertaken (now or in the future) in conflict with the bylaws of NALA or the policies of NALA.

ARTICLE IV
MEMBERSHIP

Section 1Classes of Members:  The Corporation shall have four classes of members.  All members of the Corporation, regardless of class shall: 

(a)     Be eligible to vote in local, state and federal elections or be a permanent resident of the United States; and 

(b)     Not have been previously disbarred from any state bar association.

The designation of each class and the qualifications of the members of each class shall be as follows:

         Voting Member.  Any person who

         (i)     has completed a formal training program at a recognized institution for training paralegals as attested by an education attestation, or who has been employed as a paralegal for a minimum of two (2) years as attested by an attorney-employer attestation; AND

         (ii)    is currently employed as a paralegal

may become a Voting Member upon payment of annual dues and approval by the Board of Directors. 

For purposes of this Section, "Currently employed as a paralegal" means being so employed at the time of or within six (6) months of application, membership renewal, or reinstatement.

Notwithstanding the preceding, any Voting Member who has retired from the active work force by reason of age or permanent disability as determined by the Social Security Administration may retain voting membership upon payment of annual dues and approval by the Board of Directors.

Such membership may not be transferred or assigned. Voting Members shall furnish a statement of their current employment/retired status signed by the member each year when their membership is renewed or at such other time as may be requested by the Board of Directors.

         Associate Member.  Any person who

         (i)     is currently employed as a paralegal as attested by an attorney-employer  attestation; OR

         (ii)    although not currently employed as a paralegal, has in the past been a Voting Member of the Corporation as reflected in the membership records of the Corporation;  OR

         (iii)   has completed a formal training program at a recognized institution for training paralegals as attested by an education attestation

may be an Associate Member upon payment of annual dues and approval by the Board of Directors.

Such membership may not be transferred or assigned. Any Associate Member, upon satisfaction of the requirements for voting membership and payment of the balance required to equal the annual dues of a Voting Member, may become a Voting Member upon application and approval by the Board of Directors.

         Student Member.  Any person who is enrolled in a formal course of study leading to a position as a paralegal as attested by an education attestation may become a Student Member upon payment of annual dues and approval of the Board of Directors. Such membership may not be transferred or assigned. Any Student Member, upon satisfaction of the requirements for voting or associate membership and payment of the balance required to equal the appropriate annual dues, may become a Voting or Associate Member upon submission of an application and approval by the Board of Directors.

         Sustaining Member.  Any authorized representative employed by a Business Partner that has selected that certain sponsorship level of the Corporation which allows a Sustaining Membership. Such membership may not be transferred or assigned.  Such Sustaining Membership shall operate under the terms of an Associate Membership, but for any limitations contained in the guidelines of the Sustaining Membership set forth by the Corporation and attested to by the Sustaining Member.  Failure to abide by such guidelines may result in the revocation of the Sustaining Member’s membership with the Corporation.

Section 2Rejection of Membership Applications. An application for any class of membership shall be rejected by the Board of Directors if

(a)     the applicant has not met anyone or more of the qualifications as set out in Section 1 of this Article IV; OR

(b)     the applicant has been convicted of a felony.

Section 3.  Dues, Rights and Privileges. The right to hold an office or directorship shall be restricted to Voting Members who are employed as paralegals. Right of voting shall be restricted to Voting Members.  Each Voting Member who has paid the required dues shall be entitled to one vote on each matter submitted to a vote of the members.

The annual dues for all classes of members shall be determined by the Corporation through its Board of Directors.

Provisions to increase dues or initiation fees may be determined by the Board of Directors without the necessity of further submission to or approval by the membership.

Section 4.  Payment of Dues. Dues of existing members shall be payable by December 31st of each year. Dues of new members shall be payable upon submission of application for membership.

Section 5.  Continuing Membership Eligibility. All memberships will be reviewed at the end of each calendar year to determine continued eligibility for each membership level. 

Section 6Failure to Pay Dues. Members failing to pay dues by December 31st of each year may be suspended from membership after approval by the Board of Directors. Suspended members may be reinstated at any time upon payment of the full current year's dues and approval by the Board of Directors. 

Section 7Affiliation with NALA. Membership application forms should clearly state that the Corporation is an affiliated association of the National Association of Legal Assistants and that all members are bound by the NALA code of Ethics and Professional Responsibility in addition to any code adopted by the Corporation. 

Section  8Resignation of Members. A member may resign at will by submitting a written resignation to the Corporation at its mailing address. Such resignation shall be deemed to be effective when accepted by the Board of Directors (if it has no effective date stated therein) and dues for the current year will be forfeited.

Section  9Cancellation of Membership.  The Board of Directors shall cancel the membership of any member by a majority vote upon determining that such member has been convicted of a felony.  Additionally, the Board of Directors may cancel the membership of any member by majority vote upon determining that such member has:

(a)     been guilty of actually and substantially injuring the good of this Corporation; OR

(b)     failed to maintain a high standard of professional ethics. Right to appeal shall be as provided in these bylaws.

The member shall be notified by the Board of Directors in writing that their membership is being considered for cancellation. The member shall then have thirty (30) days to respond prior to actual cancellation or suspension of the membership.

The Board of Directors will form an ad hoc committee to consider any possible cancellations or suspensions of membership. This ad hoc committee shall be formed by randomly selecting names from the current roster of STLPA Voting Members.

Section  10Appeal from Cancellation of Membership. Any individual whose membership shall have been canceled may make written appeal for reinstatement as follows:

(a)     To the membership, by forwarding written notice of appeal to the Secretary through the mailing address of the Corporation not less than thirty (30) days prior to the date of the next regular meeting. Such notice shall be placed upon the agenda of the next regular meeting as one of the items of regular business scheduled. The membership will be reinstated only upon majority vote of the Voting Members at such regular meeting.

(b)     No individual whose membership shall have been canceled as aforesaid shall have the right to apply for reinstatement more than one time.

(c)     No individual whose membership shall have been canceled and whose application for reinstatement shall be pending shall exercise any rights of membership pending the determination of such application.

Section  11Membership List.  Not more than thirty (30) days after the end of the calendar year end of the Corporation, the Vice President, with the assistance from the Membership Chair, shall cause to be prepared a membership list for each class of membership as of the end of such year. Such lists shall constitute the membership register of the Corporation and shall be available for use at meetings of the membership and for other purposes described in these Bylaws. 

Section  12Annual Reports.  Annual reports shall be furnished to the members, as applicable; provided, however, those such requirements shall be suspended by appropriate resolution of the membership at any annual or special meeting.

ARTICLE V
MEETINGS OF MEMBERS

Section 1Annual Meeting. An annual meeting of the members shall be held on the third Thursday in March of each year, or on such other date as may be determined by the Board of Directors, for the purpose of either (1) announcing officers elected by acclamation or resulting in a ballot or (2) conducting business as may properly come before the meeting. 

Section 2Regular Meetings. Regular meetings of the Corporation shall be held on the third Thursday of January, February, March, April, May, June, July, August, September, October and November, or on such date as may be determined by the Board of Directors, the time and place to be determined by resolution of the Board of Directors. 

Section 3Special Meetings. Special meetings of the members may be called either by the President, the Board of Directors, or by not less than one-half (1/2) of the Voting Members. 

Section 4Notice of Meetings.  Written notice stating the place, day and hour of any meeting of members shall be delivered either personally, by mail or via e-mail to each member in good standing not less than five (5) days before the date of such meeting. 

Section 5Quorum. One-tenth of the voting membership of the Corporation in good standing shall constitute a quorum for the transaction of business at any duly called meeting. 

Section 6Voting by Proxy. A member may appoint another member and one alternate as proxy by an appropriate written designation. Any such individual proxy shall be valid only for that meeting for which it shall have been given. A proxy is revocable at the pleasure of the member executing it, except as otherwise provided by Missouri law. No person shall solicit any proxies and proxies obtained by such solicitation may not be used at any membership meeting nor shall the same be accepted by the Secretary. Any individual proxy shall be deemed filed by a member with the Secretary when received by the Secretary five (5) days prior to any annual or special meeting with an election. 

Section 7Educational Events. It is required that the Corporation hold a minimum of four educational events for a total of 10 hours of education during each fiscal year in order to maintain affiliation with NALA. The programs may be held in connection with a regular meeting of the membership. 

ARTICLE VI
MEETINGS OF BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Corporation shall be managed by its Officers, which combined make up its Board of Directors.

Section 2Number, Tenure and Qualifications. The Board of Directors shall consist of seven (7) Officers: the President, the President-Elect, the Vice President, one (1) Director, the Treasurer, the Secretary, and the NALA Liaison. Each Officer shall hold office until his/her successor shall have been elected or appointed and qualified unless prior thereto he/she becomes disqualified to hold office. Officers shall be Voting Members of the Corporation.

Section 3Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw soon after the annual meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

Section 4Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the President or any two (2) Officers. The person or persons authorized to call meetings or the Board of Directors may fix any place as the place for holding any meeting of the Board of Directors called by them.

Section 5. Notice of Meetings. Notice of time and place of all special meetings of the Board of Directors shall be given by or on behalf of the President, either personally or by telephone, mail, facsimile, or email, and shall be given or delivered not less than three (3) hours before the date/time of the meeting. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in written notice or waiver of notice of such meeting. The written notice of special meetings shall set out the purpose of such meeting.

Section 6.  Procedure for Notice. Whenever notice is required to be given to any member of the Board of Directors, such notice shall be deemed to have been delivered by or on behalf of the President when conveyed either personally or by telephone by a current member of the Board of Directors, or at the time a written notice is either deposited in the United States mail in a sealed envelope, postage thereon prepaid, or when a facsimile or electronic mail is successfully transmitted to the said member of the Board of Directors at the last known address, facsimile number or email address as reflected in the records of the Corporation.

Section 7Waiver of Notice. A written waiver of notice signed by a member of the Board of Directors entitled to notice, either before or after the meeting to which the waiver pertains, shall be deemed equivalent to the required notice. Attendance by a member of the Board of Directors at a meeting shall constitute wavier of notice of such meeting, except where a member of the Board of Directors attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.

Section 8.  Attendance by Telephone. One or more members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can communicate with each other; such participation shall constitute personal presence.

Section 9.  Quorum. At the meetings of the Board of Directors, a majority of Board of Director members then in office excluding the presiding officer shall be necessary to constitute a quorum for the transaction of business.

Section 10Manner of Acting. The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by these bylaws or the articles of incorporation.

Section 11. Action by Board of Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting by written consent of all of the members of the Board of Directors. Said consent may be signed in counterparts and shall have the same force and effect as one complete document. Such signed consent shall have the same force and effect as a unanimous vote at a meeting duly called and shall be placed in the minute book.

Section 12Resignation. The resignation of an Officer shall not be deemed to be effective until accepted by the Board of Directors unless the same shall have been submitted in writing and specified to be effective as of a date certain.

Section 13Removal.  An Officer may be removed from office for cause by the affirmative vote of two-thirds (2/3) of all of the then duly elected and qualified members of the directors. Cause shall be defined as having: (a) been convicted of a felony, or (b) violated the Code of Ethics of the Corporation. Additionally, the directors may cancel the membership of a director by majority vote and upon determining that such director has: (a) been guilty of conduct actually and substantially to injure the good name of the Corporation, or (b) failed to maintain a high standard of professional ethics or personal conduct which in either case would have been deemed sufficient for a rejection of membership application, or (c) any substantial neglect of duty, or (d) any physical or mental disability or illness to such an extent as will prospectively render such director unable to promptly resume the performance of his or her duties within a reasonable time, or (e) such unethical or immoral conduct by such director which together with publicity or anticipated publicity will reflect unfavorably upon the Corporation.

Section 14Personal Liability of Board of Directors/Officers.  An Officer shall have no personal liability for any claims or damage that may result from acts in the discharge of any duty imposed or exercise of any power conferred upon such director by this Corporation if, in good faith, such director shall have acted with ordinary care and prudence or alternatively shall have relied upon the opinion of an attorney, accountant or other professional consultant of the Corporation.

ARTICLE VII
OFFICERS

Section 1Officers.  The Officers of the Corporation (Board of Directors) shall consist of the President, President-Elect, Vice President, Director, Treasurer, Secretary, and NALA Liaison and be in good standing with STLPA during the entire term.  No officer shall hold more than one office at any time. 

Section 2.  Qualifications.  To be qualified to run for a Board of Directors position, a candidate must meet the following requirements:

(a)     be a voting member of the St. Louis Paralegal Association in good standing for ONE FULL FISCAL YEAR;

(b)     have a recorded attendance at 60%, or six (6), scheduled membership meetings in ONE FISCAL YEAR;

(c)     serve as a committee chair for ONE FULL TERM; and

(d)     fill out and submit an application form and resume to the Nominating Committee Chair by December 31, 2016 preceding an impending election.

In order to effectively carry out their fiduciary duties, Board of Directors shall attend a minimum of 75%, or nine (9), board meetings.  Board members shall be removed for failure to attend three (3) consecutive meetings with unexcused absences.

Potential board members must consider the length of the commitment of serving on the Board before accepting the responsibility to serve on the Board.

Section 3.  Election and Term of Office.  The term of office of the President, President-Elect, Vice President, Treasurer and Secretary shall be progressive so that one member will term out and rotate off each year. The progressive staggering serves to allow for movement of Board members so as to allow experienced members to remain in office during any transition to maintain continuity and integrity.

Each member will be elected to a progressive term with the President-Elect graduating to the President, the Vice President graduating to the President-Elect, the Treasurer graduating to the Vice President and the Secretary graduating to the Treasurer.  In 2017, the position of Director will be filled by membership vote.  Each year beginning 2018, the position of Secretary and Director will be filled by membership vote.  Director will not be included in the progression. The immediate past president will be appointed as NALA Liaison.

The Officers of the Corporation shall be elected, progressed or appointed in accordance with Article VIII or appointed to fill a vacancy in accordance with Article VII, Section 4. The officers so elected shall be installed each year at STLPA’s Annual Paralegal Day and begin their term at the next scheduled Board of Directors Meeting.  Each officer shall hold office until their successor shall have been duly elected and shall have qualified unless prior thereto they become disqualified to hold office.  Officers of the Corporation shall not hold any office or combination of offices for more than seven (7) years out of the last ten (10) years.

Section 4Vacancies.  Any vacancy occurring in any office of the Board because of death resignation, removal, disqualification or otherwise, shall be filled by graduating the Board positions so that the position of Secretary is vacant.  Thereafter, the Nominating Committee will assemble a slate of members to recommend to the Board of Directors for the position of Secretary and will prepare a report summarizing the Committee’s recommendations.  Said vacancy shall be filled by majority vote of the remaining Officers, notwithstanding that the number of remaining Officers is less than a quorum. 

Section 5.   President.  The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business affairs of the Corporation.  The President shall preside at all meetings of the members and of the Board of Directors and, in general, shall perform all duties incident to the office of President, shall act as a mentor for the President-Elect and such other duties as may be prescribed by the Board of Directors from time to time. 

Section 6.  President-Elect.  The President-Elect shall learn the duties of the President and shall assist the President in any and all matters as directed by the President or the Board of Directors.  

Section 7.  Vice President.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and subject to all the restrictions upon the office of President.   In addition, the Vice President will report to the Board of Directors at each meeting thereof on the status of the various committees of the Corporation.  Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. The officer is also responsible for keeping a current roster of membership, with the assistance of the Membership Chair, and submitting said roster to other officers, as applicable. 

Section 8Director.  The Director shall perform such duties as shall be assigned by the President or other member of the Board of Directors. 

Section 9Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation and shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.  

Section 10Secretary.  The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; be custodian of the records of the Corporation; see that all notices are duly given in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.  Association minutes of any meeting shall be made available to the NALA President upon written request and upon approval by the board.

Section 11NALA Liaison.  This officer shall be a NALA member, shall be familiar with the NALA Bylaws and Standing Rules, shall receive minutes of all NALA meetings, and shall represent the Corporation at the NALA annual meeting of affiliated associations.  The officer shall report quarterly on Corporation activities to the NALA affiliate association’s director or forms provided by NALA headquarters, and shall report all officers’ names to NALA headquarters and the NALA affiliated associations director. The officer is also responsible for reporting the membership annually to NALA with the renewal fee for continued affiliation with NALA. 

This Officer may submit items the Corporation wishes discussed to the NALA affiliate associations director and shall participate in discussion sessions at NALA annual meetings. A report to association members on the NALA meeting will be required.

This officer shall, within sixty (60) days of passage, notify the NALA Parliamentarian and Affiliated Associations director of any changes in the Corporation’s bylaws.  This officer shall be the main contact between NALA and the Corporation.  This officer shall be a member of the governing body of the Corporation.

ARTICLE VIII
NOMINATIONS AND ELECTIONS
 

Section 1.  Nominating Committee.  The Nominating Committee is responsible for identifying and approving nominees for vacant positions on the Board of Directors. 

The Nominating Committee shall consist of three (3) Voting Members. Members serving on the Nominating Committee include the immediate past President (who shall also serve as Chair of the Nominating Committee), and two (2) additional voting members.  Persons serving on the Committee cannot be nominated for office.

Those interested in participating on the Nominating Committee will contact the Nominating Committee Chair via email at nominatingcommitteechair@stlpa.org by 5 p.m. CST on December 31 of the year prior to election.  Selection for the Nominating Committee will be based on the order participation requests are received.

The Nominating Committee shall meet in January of each year for the purpose of due diligence and vetting of any nominated person to determine eligibility requirements are met.

The Nominating Committee will assemble a slate of all candidates and will prepare a report summarizing the Committee’s vetting results.  Said report shall include the name(s), experience and qualifications of all eligible nominee(s).

At the Annual Meeting, the Nominating Committee shall present its recommendation report to the Voting Members. In the event there is but one candidate proposed for nomination on the slate of officers by the Nominating Committee, the presiding officer shall declare the slate of officers elected by "acclamation" as provided for in Roberts Rules of Order. Otherwise, the slate of all nominees shall be emailed to Voting members of the Corporation not later than seven (7) days following the March annual meeting.

Section  2Additional Procedures Governing Nominations and Elections.

(a)     Any member may nominate a member for the Board.  Any nominations must be sent via email to the Nominating Committee Chair via email at nominatingcommitteechair@stlpa.org by 5 p.m. CST on December 31 of the year prior to election declaring their candidacy. The Nominating Committee Chair will confirm acceptance of the nominations.  Confirmation of timely receipt of nominations and acceptances will be sent to each candidate along with a Board Member Application Form. 

(b)     All Board Member Application Forms must be completed and returned to nominatingcommitteechair@stlpa.org no later than January 15 of the election year. 

(c)     Elections of Officers of the Corporation may be conducted by mail or email.  Inall elections conducted by email or mail, voting shall be by secret written ballot mailed or emailed to each voting member of the Corporation eligible to vote not later than ten (10) days prior to the date designated by the Board of Directors as the last day for acceptance of ballots. The signature of the Voting Member shall be made in such a manner as to preserve the secrecy of the ballot, the signature will be placed on a separate document from the ballot; if email, then the signature will be the electronic signature of the email and the ballot will be sent as an attachment.  The omission of the signature shall invalidate the ballot. Ballots, to be counted, must be received at the place designated by the Board of Directors for the return of ballots prior to 5:00 p.m. on the date designated by the Board of Directors as the last day for the acceptance of ballots. 

(d)     To be eligible to vote, a member shall have been a Voting Member in good standing for at least two (2) months prior to the election of Officers. 

(e)     Officers elected or announced at said annual meeting shall be installed at STLPA’s Annual Paralegal Day held each year and shall begin their term of office at the next scheduled meeting.

ARTICLE IX
COMMITTEES

Section 1.   Committees in General.  Committees, not having and exercising the authority of  the Board of Directors in the management of the Corporation, may be designated by a resolution adopted by a majority of the members of the Board of Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the members thereof shall be appointed in the manner prescribed in such resolution.  Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 2Term of Office.  Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof. 

Section 3.  Chairman.  The Board of Directors shall appoint one member of each committee
as chairman or two members as co-chairman.  The chairman will be a voting member except for the chair position of Student Representative.  The position of Student Representative may be held by any member class except for Student member.  The Student Representative shall perform such duties as shall be assigned by the President or other members of the Board of Directors.  This committee chair shall be the main contact between STLPA and all schools offering paralegal training in the St. Louis metropolitan area.

Section 4Vacancies.  Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment. 

Section 5Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6Rules.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Section 7Reporting.  Each committee shall make a report of its committee meetings and activities, either verbally or in writing, to the Vice President prior to each regularly scheduled Board of Directors meeting, and more often than that if necessary.

ARTICLE X
AMENDMENTS TO BYLAWS
 

These Bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Board of Directors’ members present at any regular meeting or at any special meeting, provided that at least two (2) days written notice is given of intention to alter, amend or repeal, or to adopt new Bylaws at such meeting, and subject to ratification by an affirmative vote of two-thirds (2/3) of the Voting Members of the Corporation who cast a vote.  Such amendments should not be in conflict with NALA bylaws.  Any amendments must be reported to the NALA parliamentarian and Affiliated Association Director within sixty (60) days of passage.

Section 1Amendments by the Board of Directors.  The Board of Directors or any member of the Corporation may propose amendments to the Bylaws at any Board of Directors meeting.

Section 2Publication of Proposed Amendments.  The Board of Directors shall cause any proposed amendment(s) to be published in the official publication together with the notice of the ensuing regular meeting or otherwise included in a notice forwarded to the membership.

Section 3Presentation of Proposed Amendments.  Only amendment(s) submitted in accordance herein shall be considered during the course of any regular meeting.

Section 4.  Vote Required to Adopt.  The affirmative vote of two-thirds (2/3) of the members present in person or represented by proxy at the meeting shall be required to pass an amendment.

ARTICLE XI
MISCELLANEOUS

Section 1.  Calendar Year.  The calendar year of the Corporation shall begin on January 1st and shall end on December 31st.

Section 2.  Seal.  The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Missouri.”

Section 3Waiver of Notice.  Whenever any notice is required to be given under the provisions of the General Not for Profit Corporation Act of Missouri or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereon in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 4Access to Records.  Any member, in person or by attorney or other agent, upon written demand under oath stating the purpose thereof, shall have the right during the usual hours for business to inspect for any proper purpose the Corporation's list of members, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to a person's interest as a member. Such request shall be as required under the Act and the laws of the State of Missouri.

ARTICLE XII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
 

Section 1Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contracts or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.  The Board of Directors shall not be allowed to retain counsel to file suit without prior approval of a quorum of the Voting Members.

Section 2Checks, drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by any two of the officers of the Corporation. 

Section 3Deposits.  All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Section 5Reimbursement.  Reimbursement will be made to the Board of Directors, officers, and committee chairpersons for expenses incurred in connection with official duties.

ARTICLE XIII
CODE OF ETHICS
 

Every member of this association shall subscribe to and be bound by the Code of Ethics and Professional Responsibility of NALA the National Association of Legal Assistants, Inc., and any other code so adopted by the membership of the Corporation.  Violations of the NALA Code shall be grounds for immediate dismissal from membership and/or removal from office.

ARTICLE XIV
DISSOLUTION
 

In the event of dissolution of the Corporation all property and assets shall be distributed to a nonprofit charitable organization as defined by the Internal Revenue Code, to be selected by a majority vote of the remaining members of the association, notice having been given to members of the Corporation and the NALA affiliated associations director at least fifteen (15) days prior to the meeting.  In no event shall any of such property and assets be distributed to any member or private individual. 

ARTICLE XV
RETENTION OF AFFILIATION
 

Affiliation with NALA the National Association of Legal Assistants, Inc. is renewable each year by payment of an affiliation fee and attached to a current membership roster.  In the event or suspension of affiliation, the Corporation may re-affiliate with NALA by submitting a new application with membership roster, bylaws, sample of educational programs, petition and current initial fee. 

In addition to the renewal fee, this association must comply with the required reports and requested procedures as outlined in these bylaws.

The annual renewal fee is payable on or before October 1 and delinquent after November 1.  Payment received after due date must be accompanied by a late fee penalty established by NALA. 

ARTICLE XVI
REMOTE COMMUNICATIONS AND ELECTRONIC TRANSMISSIONS

Section 1Electronic Transmission.  Any notice of the time, place if any, and purpose of any meeting as specified in these Bylaws; any proxy given by a member; or any vote of the members or directors of the Corporation; or a vote of a committee as specified in these Bylaws shall be deemed given if delivered by electronic transmission.   If notice, proxy, or vote is given by electronic transmission, the notice, proxy, or vote is given when electronically transmitted to the individual entitled to receive the same in a manner authorized by the Corporation. Electronic transmission shall be as defined in the Bylaws.

Section 2Remote Transmission.  If an individual or proxy holder may be present and vote at a meeting by remote communication, the individual or proxy holder shall be given notice of the means of remote communication allowed.

Section 3Electronic Meetings.  The Officers, committee members as specified in the Bylaws, and members may participate in a meeting by means of conference telephone or similar communications equipment by means, of which all persons participating in the meeting can communicate with each other.  All participants shall be advised of the communications equipment and the names of the participants in the conference shall be divulged to all participants.   Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, a meeting as specified in this Section, may be conducted solely by means of remote communication.

Approved by the St. Louis Paralegal Association Voting Members on November 10, 2016.