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AMENDED AND RESTATED BYLAWS OF THE ILLINOIS PARALEGAL ASSOCIATION

As of August 5, 2009
 

ARTICLE I. PURPOSES AND DEFINITIONS


SECTION l. PURPOSES.
The purposes for which the Corporation is organized are set forth in the Articles of Incorporation of the Corporation.

SECTION 2. DEFINITIONS. The term "paralegal" shall mean: 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 an attorney. This person is retained/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 this work.
 

ARTICLE II. MEMBERS

SECTION l. CLASSES OF MEMBERS. The Corporation shall have four classes of members: Regular, Student, Associate and Sustaining. The Board may also establish Life, Honorary and other membership classes.

SECTION 2. QUALIFICATIONS AND RIGHTS. Regular Membership is open to any person who is: (1) an Illinois resident employed as a paralegal on a full-time basis in the State of Illinois; or (2) a non-Illinois resident employed as a paralegal on a full-time basis in the State of Illinois; or (3) an Illinois resident employed as a paralegal on a full-time basis in any State contiguous to Illinois. Regular members shall be eligible to vote, hold elected office and chair committees.

Student Membership is open to (1) any permanent or temporary Illinois resident who is enrolled in a formal course of paralegal study from an accredited institution in Illinois in pursuit of a certificate or degree and is not working as a paralegal; or (2) to any non-Illinois resident residing in a state contiguous to Illinois, and who is also enrolled in a formal course of paralegal study from an accredited institution in Illinois in pursuit of a certificate or degree and is not working as a paralegal. Student members may attend meetings of the members and directors and may serve on committees, but shall be excluded from voting, from holding elected office and from appointment as committee chairpersons.

Associate Membership is open to (1) any person employed as a paralegal on a part-time basis in the State of Illinois; or (2) any person formerly employed as a paralegal; or (3) any graduate of a formal course of paralegal study from an accredited institution who is seeking a paralegal position. Associate members may attend meetings of the members and directors and may serve on committees or as committee chairperson, but shall be excluded from voting and from holding elected office.

Sustaining Membership is open to any person, law firm, business, educational institution or other organization interested in furthering the purposes of the Corporation. Sustaining members may attend meetings of the members and directors and may serve on committees, but shall be excluded from voting, from holding elected office and from appointment as committee chairpersons.

Honorary Membership is open to an individual Regular or Associate Member who has (1) either (a) retired from the paralegal profession or (b) left the paralegal profession, and (2) made a significant contribution to the Corporation by serving for at least ten years (a) as a Director on the Board, (b) successively as a Committee Chair of one or more committees of the Corporation, or (c) successively in the capacities stated in (2)(a) and (2)(b) of this paragraph.

The Board may designate any number of Honorary members at the Annual Meeting. The Honorary members may attend meetings of the members and directors, may serve on committees, and will receive, via e-mail, all of the Corporation's publications at no cost, but shall be excluded from voting, from holding elected office and from appointment as committee chairpersons.

SECTION 3. TRANSFERABILITY. Membership in the Corporation shall not be transferable or assignable.

SECTION 4. DUES. The amount of the annual dues payable by each class of members shall be fixed by the Board of Directors. The membership year shall be the calendar year. Dues are payable on or before the first day of January of each year. Dues of persons admitted to membership after January 1 shall not be prorated for a partial year; provided, however, that payment of dues by a new member between November 1 and December 31 of any year shall entitle the member to membership in the Corporation for the current and the following membership year.

SECTION 5. TERMINATION OF MEMBERSHIP. A member's membership in the Corporation shall automatically terminate if the member's dues are not received by the Corporation prior to the last day of February in any year, except in the case of a member serving in the position of a director or an officer of the Corporation, in which case the termination of membership shall be tolled until the date of the April Annual Meeting immediately following the month of February in which membership would otherwise have been terminated. The terminated member's membership shall be reinstated upon payment in full of the current year's dues.

If a member violates any other provision of these Bylaws or any Rule of the Illinois Code of Paralegal Ethics or takes any action which the Board of Directors determines is not in the best interests of the Corporation, then such member's membership may be terminated by the Board by a two-thirds vote of the directors then in office. Such termination shall not be effective unless the member is advised of the specific charges, given a reasonable time to prepare a response and afforded a hearing before the Board of Directors.
 

ARTICLE III. MEETINGS OF MEMBERS

SECTION l. ANNUAL MEETING. An annual meeting of regular members shall be held during the month of April in each year at such time and place as may be determined by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.

SECTION 2. SPECIAL MEETINGS.
Special meetings of the members may be called by the President, by the Board of Directors, or by not less than one-tenth of the members entitled to vote at such meeting. The place of any special meeting shall be designated by the person or persons calling the meeting. In the case of a special meeting called by the members, the President of the Corporation or an officer designated by the President shall mail notice of such meeting to all regular members if so requested in writing by the members calling the meeting.

SECTION 3. OTHER MEETINGS. Other meetings of the members, for social and educational purposes and not for the transaction of the business of the Corporation, shall be held on such dates and at such times and places as may be determined by the Board of Directors. The notice and quorum requirements of the General Not For Profit Corporation Act of Illinois shall not apply to such meetings.

SECTION 4. NOTICE OF MEETINGS. Written notice of every annual and special meeting of members, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than five nor more than sixty days before the date of the meeting, or in the case of the removal of one or more directors, a merger, consolidation, dissolution, or a sale, lease or exchange of assets not in the ordinary course of business, not less than twenty nor more than sixty days before the date of the meeting, by the President or another officer designated by the President or by the persons calling the meeting, to each Regular member of record.

SECTION 5. FIXING A RECORD DATE
. For the purpose of determining the members entitled to notice of and to vote at any annual or special meeting of members, the Board of Directors of the Corporation may fix a date as the record date for such determination, which date shall be not more than sixty days nor less than five days, or in the case of the removal of one or more directors, a merger, consolidation, dissolution, or a sale, lease or exchange of assets not in the ordinary course of business, not less than twenty days before the date of the meeting. If no such record date is fixed, then the date on which notice of the meeting is given shall be the record date for such determination of members.

SECTION 6. VOTING; PROXIES. Each Regular member of the Corporation shall be entitled to one vote on each matter submitted to a vote of members. A Regular member may vote (1) in person, (2) by written proxy executed by the member, (3) by that member's duly authorized attorney-in-fact, or (4) by electronic means via the Internet in accordance with such policy established by the Board of Directors of the Association. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 7. QUORUM AND REQUIRED VOTE. One-tenth of the Regular members of the Corporation, voting in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of members. If a quorum is present, the affirmative vote of a majority of the Regular members present and voting, either in person or by proxy, shall be the act of the members.

SECTION 8. INSPECTORS. At any meeting of members at which the annual election of directors shall take place, members of the Association shall act as inspectors of elections. Such inspectors shall be appointed by the President. Such inspectors shall ascertain and report the number of votes represented at the meeting in person or by proxy; and shall count the votes and report the results of the election of directors. The report of the inspectors of election shall be in writing and shall be signed by one of the inspectors.


ARTICLE IV. DIRECTORS

SECTION l. POWERS AND DUTIES.
The management, control, business and affairs of the Association shall be exercised by the Board of Directors, which shall have the power to make all decisions for the conduct of the business affairs of the Association, not inconsistent with these Bylaws or Laws of the State of Illinois.

SECTION 2. NUMBER AND QUALIFICATIONS. The number of directors of the Corporation shall be eleven, all of whom shall be elected from among the Regular members of the Association. Unless waived by the Board of Directors, a Regular member wishing to run for the Board shall have been a Regular member of the Association for at least one year and shall have attended at least three meetings of the Board prior to his or her election. Any director who becomes unemployed during his or her tenure in office shall serve the remainder of the term for the office he or she was elected. If the director is not employed as a paralegal at the end of his or her term, then the director may not re-run for election. A director who has terminated his or her membership pursuant to Section 5 of Article II during his or her tenure as a director will be immediately disqualified to serve as a director and whereby his or her seat will become vacant.

SECTION 3. HONORARY DIRECTORS. The Board of Directors may designate any number of honorary directors, who shall act as advisers to the Board but who shall not have the right to vote on any matters submitted to a vote of directors.

SECTION 4. ELECTION AND TENURE. Directors shall be elected for a two-year term by the Regular members of the Corporation. Directors shall be divided into two classes: Class I consisting of five directors elected in odd-numbered years and Class II consisting of six directors elected in even-numbered years. Each director shall hold office until the expiration of the term for which he or she was elected and until his or her successor is elected and has qualified or until his or her earlier death, resignation, removal or disqualification. Directors may succeed themselves in office.

SECTION 5. RESIGNATION.
A director may resign at any time by written notice delivered to the Board of Directors or to the President or Secretary of the Corporation. The resignation shall be effective when the notice is delivered, unless the notice specifies a future effective date. A director who is absent from three meetings of directors in any twelve-month period beginning on May l of any year may be asked by the President to resign.

SECTION 6. REMOVAL.
One or more directors may be removed with or without cause by the affirmative vote of two-thirds of the Regular members present at a meeting of members and voting either in person or by proxy; provided that written notice of such meeting, stating that the purpose of the meeting is to vote upon the removal of one or more directors named in the notice, is delivered to all Regular members. Only the director or directors named in said notice may be removed at such meeting.

SECTION 7. VACANCIES.
Any vacancy occurring in the Board of Directors may be filled by the Board of Directors. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.


ARTICLE V. MEETINGS OF DIRECTORS


SECTION l. REGULAR MEETINGS. An annual meeting of the directors shall be held without other notice than this Bylaw immediately following and at the same place as the annual meeting of members, for the purpose of electing officers and for the transaction of such other business as may properly come before the meeting. The Board may provide, by resolution, the date and time for the holding of additional regular meetings of the directors, without other notice than such resolution. The place of any regular meeting of the Board shall be fixed by the directors. If the date of any regular meeting of directors shall be a legal holiday, then the meeting shall be held on such other date as the directors may determine.

SECTION 2. SPECIAL MEETINGS. Special meetings of the directors may be called by the President or by any two directors.

SECTION 3. NOTICE OF SPECIAL MEETINGS. Notice of every special meeting of directors, stating the place, date and hour of the meeting, shall be given to each director not less than two days prior to the meeting, by mail or telecommunications with confirmed receipt. The purpose of a special meeting need not be specified.

SECTION 4. QUORUM AND VOTING. A majority of directors then in office shall constitute a quorum for the transaction of business at any meeting of directors. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting shall be the act of the Board.

SECTION 5. UNANIMOUS WRITTEN CONSENT.
Any action required to be taken at a meeting of the Board of Directors or which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof and shall be delivered to the Secretary of the Corporation to be filed in the corporate records. Such signatures may be engraved or printed facsimiles or by email. The email ballot must contain a signature with an electronic address, e.g. /signature/.

SECTION 6. MEETINGS BY TELEPHONE. Members of the Board of Directors may participate in and act at any meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation by such means shall constitute presence in person at such meeting.


ARTICLE VI. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois, or the Articles of Incorporation of the Corporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether given before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting in person shall constitute waiver of notice thereof, unless the person attends the meeting for the express purpose of objecting to the transaction of any business thereat because the meeting is not lawfully called or convened.
 

ARTICLE VII. OFFICERS

SECTION l. OFFICERS; QUALIFICATIONS.
The officers of the Corporation shall be elected by the Board of Directors from among its members and shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board of Directors shall determine. Any two or more offices may be held by the same person. Any officer who becomes unemployed during his or her tenure in office shall serve the remainder of the term for the office he or she was elected. If the officer is not employed as a paralegal at the end of his or her term, then the officer may not re-run for election.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually for a one year term at the annual meeting of directors. Each officer shall hold office until the next annual meeting of directors and until his or her successor has been elected and shall have qualified, or until his or her earlier death, resignation, removal or disqualification. Officers may succeed themselves in office.

SECTION 3. RESIGNATION. An officer may resign at any time by written notice delivered to the Board of Directors or to the President or Secretary of the Corporation. The resignation shall be effective when the notice is delivered, unless the notice specifies a future effective date.

SECTION 4. REMOVAL. An officer may be removed by the Board of Directors with or without cause.

SECTION 5. VACANCIES. A vacancy occurring in any office may be filled by the Board of Directors. An officer elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.

SECTION 6. PRESIDENT. The President shall be the chief executive and operating officer of the Corporation and, subject to the direction of the Board of Directors, shall supervise and control the business and affairs of the Corporation. The President shall see to it that all resolutions of the Board of Directors are carried out. The President shall execute all instruments on behalf of the Corporation unless another officer of the Corporation has been expressly authorized to do so. The President shall oversee the activities of the other officers of the Corporation and the chairs of all committees created by the Board. The President shall preside at all meetings of the members and directors of the Corporation and shall perform all other duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 7. THE VICE PRESIDENTS. The Vice Presidents, in order of their seniority, shall have all the powers and perform all the duties of the President in the absence or incapacity of the President and shall perform such other duties as may be prescribed by the President or by the Board of Directors from time to time.

SECTION 8. SECRETARY. The Secretary shall (i) give all notices as may be required by these Bylaws or by law; (ii) keep the minutes of the meetings of the members and of the Board of Directors; (iii) have custody of the minute books and seal of the Corporation and affix the corporate seal to all documents requiring the same; (iv) certify copies of these Bylaws, resolutions of the members, directors and committees of the Corporation, and other documents of the Corporation as true and correct copies thereof; and (v) in general perform all other duties incident to the office of Secretary or assigned to the Secretary by the President or by the Board of Directors from time to time. The Secretary shall have the authority to delegate his/her duties to the Executive Director or any other Director of the Association's Board.

SECTION 9. TREASURER. The Treasurer shall have custody of all funds of the Corporation and shall report to the Board of Directors from time to time on the financial condition of the Corporation. The Treasurer shall perform all other duties incident to the office of Treasurer and as may be assigned to the Treasurer by the President or by the Board of Directors.


ARTICLE VIII. COMMITTEES

The Board of Directors may create one or more standing and special committees and shall determine the composition, term, powers and duties of all such committees. No committee shall exercise the authority of the full Board. The President or another person designated by the President shall be an ex officio member of all committees except nominating committees. The President shall appoint one or more member(s) of each committee to act as the chairperson or co-chairpersons thereof.


ARTICLE IX. PARLIAMENTARY AUTHORITY.

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Corporation may adopt.


ARTICLE X. INDEMNIFICATION

The Corporation may indemnify its officers, directors and agents to the full extent allowed by law.


ARTICLE XI. LIMITED LIABILITY OF DIRECTORS AND OFFICERS

As provided in the General Not For Profit Corporation Act of Illinois, as amended, no director or officer of the Corporation, serving without compensation other than reimbursement for actual expenses, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer unless the act or omission involved willful or wanton conduct.


ARTICLE XII. AMENDMENTS

These Bylaws may be altered, amended and repealed and Bylaws adopted by the Board of Directors. These Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation of the Corporation.

 

    The term "legal assistant" shall have the same meaning as the term "paralegal.