BYLAWS OF THE PARALEGAL ASSOCIATION OF NEW HAMPSHIRE
(As amended and adopted September 18, 1998, September 17, 1999, September 28, 2001 and September 20, 2013)
ARTICLE I: NAME, SEAL, EMBLEM AND/OR LOGO, AND OFFICES
Section 1. Name
Section 2. Seal
Section 3. Emblem and/or Logo
Section 4. Offices
ARTICLE II: OBJECTIVES AND PURPOSES
ARTICLE III: CODE OF ETHICS
ARTICLE IV: MEMBERSHIP
Section 1. Membership Qualifications and Classes
Section 2. Limitations of Membership
Section 3. Elections
Section 4. Dues
Section 5. Members Qualified to Vote
Section 6. Resignation
Section 7. Suspension or Removal
Section 8. Membership Applications
Section 9. Membership Status Change
ARTICLE V: ASSOCIATION MEMBERSHIP MEETINGS
Section 1. Annual Meeting
Section 2. Special Meeting
Section 3. Notice of Meetings
Section 4. Quorum
Section 5. Proxies
Section 6. Rules
Section 7. Educational Events
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Elections; Terms of Office
Section 2. Responsibilities
Section 3. Allowable Number
Section 4. Resignation
Section 5. Filling of Vacancies
Section 6. Annual Meeting
Section 7. Regular Meetings
Section 8. Special Meetings
Section 9. Notice of Meetings
Section 10. Presiding Officers
Section 11. Quorum
Section 12. Powers
Section 13. Action by Unanimous Consent
Section 14. Suspension or Removal
Section 15. Past President
ARTICLE VII: ASSOCIATION OFFICERS
Section 1. Officers
Section 2. Elections, Terms of Office
Section 3. Filling of Vacancies
Section 4. President
Section 5. Vice-President
Section 6. Secretary
Section 7. Treasurer
Section 8. NFPA Liaison
Section 9. Parliamentarian
Section 10. Suspension or Removal
ARTICLE VIII: RETENTION OF AFFILIATION WITH THE NATIONAL FEDERATION OF PARALEGAL ASSOCIATIONS (NFPA)
ARTICLE IX: DIRECTORS’ AND OFFICERS’ COMPENSATION
Section 1. Interests in Contracts
Section 2. Directors’ and Officers’ Salaries
ARTICLE X: AGENTS, REPRESENTATIVES AND CONTRACTS
ARTICLE XI: COMMITTEES
ARTICLE XII: FISCAL YEAR
ARTICLE XIII: PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
ARTICLE XIV: INVESTMENTS
ARTICLE XV: AMENDMENTS
Section 1. Bylaws
Section 2. Articles of Incorporation
ARTICLE XVI: EXEMPT ACTIVITIES
Name, Seal, Emblem and Offices
Section 1: Name
The name of this Association is PARALEGAL ASSOCIATION OF NEW HAMPSHIRE (PANH or Association) and said Association shall be affiliated with the National Federation of Paralegal Associations (NFPA).
Section 2: Seal, Emblem and/or Logo
The Association shall have a seal and emblem and/or logo of such design as the Board of Directors may adopt. The seal shall normally be kept in the custody of the Secretary and the Directors may order such additional seals as may be necessary.
Section 3: Offices
The principal office of the Association shall be at the place of employment of the President of the Association or such address as stated in the Articles of Incorporation filed with the Secretary of State. The Association may also have offices at such other places as the Board of Directors may from time to time appoint or for other purposes the Association may require.
Objectives and Purposes
The goal of the Association will be to work toward promoting its established purposes, which include the following:
1. To establish good fellowship among Association members, the National Federation of Paralegal Associations, and members of the legal community.
2. To encourage a high order of ethical and professional attainment.
3. To further education among members of the paralegal profession.
4. To cooperate with the New Hampshire Bar Association.
5. To support and carry out the programs, purposes, aims and goals of the National Federation of Paralegal Associations.
6. To develop relations between paralegals and the legal and business communities of the State. This Association shall be nondiscriminatory, nonsectarian, nonpartisan, nonprofit, and nonunion. No actions or programs may be initiated or undertaken (now or in the future) in conflict with the Bylaws of the National Federation of Paralegal Associations, or the policies of that Federation.
7. To encourage the support of local and the National Federation of Paralegal Associations charitable
Code of Ethics
The Association, and its members, shall at all times abide by the New Hampshire Bar Code of Professional Responsibility as the same may apply to the conduct of paralegals with respect to their professional activities.
In addition, every member of the Association shall subscribe to and be bound by the ethical guidelines set forth by the National Federation of Paralegal Associations.
Definition of a Paralegal “A legal assistant or paralegal is a person qualified by education, training or work experience who is employed or retained by a lawyer, law office, corporation, governmental agency or other entity who performs specifically delegated substantive legal work for which a lawyer is responsible. (As amended by the ABA in 1997).”
Section 1: Membership Qualifications and Classes
Membership shall be open to all persons or entities regardless of race, color, gender, religion, age, national origin, or sexual orientation. The activities of the Association will be conducted on a similarly nondiscriminatory basis. The Association may have one or more classes of membership, each class having such rights and duties and benefits and paying such dues as the Board of Directors shall determine.
Classes of Members: There shall be four (4) classes of members consisting of; (1) Voting Member, (2) Associate Member, (3) Student Member, and (4) Sustaining Member, which are defined as
1. Voting Member: Any person working as a paralegal may become a voting member at the time of application for membership or renewal thereof upon satisfaction of one of the following requirements:
a. Attainment of a degree or certificate upon completion of a paralegal course of study at an accredited institution of higher education; or
b. Six (6) months experience or six (6) months on the job training under the direct supervision of an attorney who shall attest to the paralegal nature of work performed. In the case of an independent paralegal who provides a work product for an attorney, at least one of the said attorneys shall attest to the nature of the work provided.
c. Any person who is not working as a paralegal (as defined under Article IV of the PANH Bylaws) at the time of application for membership or renewal but desires a voting membership may petition the Board of Directors for voting member status. In order to be considered for voting membership, such petition must contain the following information: (i) current occupation and employer; (ii) past occupation(s) and employer(s); (iii) education credentials; and (iv) a statement outlining the specific reason why a voting member status should be granted to such person by the Board of Directors. The Board of Directors shall review the petition and must respond to such petition in writing no later than thirty (30) days after receipt of the petition. The decision of the Board of Directors shall be final. A rejection of the voting membership petition will not preclude such person from (i) obtaining associate member status as more fully described in Article IV of the PANH Bylaws, Section [(2)]; or (ii) applying for voting membership status upon the next year’s membership renewal.
2. Associate Member: Any of the following persons interested in supporting the goals and objectives of the Association may become an Associate Member at the time of application for membership thereof:
a. Any person who has been employed as a paralegal, who would otherwise qualify as a Voting Member, but who is not so employed at the time of application for membership or renewal;
b. Any person who has attained a degree or certificate in a paralegal course of study from an accredited institution of higher education, and who wishes to acquire a membership in the Association, but who is not employed as a paralegal at the time of application for membership or renewal.
c. Any person who is in a position with duties in a related or allied field to those of a paralegal at the time of application for membership or renewal.
d. Associate members shall have all of the privileges associated with membership, except the right to vote or hold elected offices.
e. Upon satisfaction of the requirements for a Voting Member, an Associate Member may become a Voting Member.
3. Student Member: Any person who is enrolled in a formal course of paralegal study at an accredited institution of higher education leading to a degree or certificate. Student members shall not be entitled to vote on matters requiring the vote of members of the Association.
4. Sustaining Member: Any person or entity that supports the goals and objectives of the Association may become a sustaining member. Sustaining members shall not be entitled to vote on matters requiring the vote of members of the Association.
Section 2: Limitations of Membership
1. No member shall be permitted to use his/her membership in the Association as a means of soliciting business from other members of the Association.
2. No member shall use the Association membership list directly or indirectly for the solicitation of business, or for the purpose of supporting public issues or candidates for public office.
3. The Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
Section 3: Elections
Members shall be admitted to membership upon payment of dues required for membership status, the submission of a membership application, review and recommendation by the Membership Committee and approval of said application by the Board of Directors. The Board shall approve all applicants who demonstrate membership qualifications and who are willing to assume the responsibilities of membership. The Board of Directors may adopt at any time additional uniform rules and regulations requiring additional data and information to be submitted along with the membership application.
Section 4: Dues
Members shall be required to pay dues in such amounts with respect to their class of membership as are from time to time established by the Board of Directors. Only those who have paid dues shall be entitled to membership benefits. Failure to pay dues within sixty (60) days of the renewal date shall result in a delinquent member being dropped from membership in the Association without further action being required. Reinstatement shall be upon such terms as may be fixed by the Board of Directors.
Section 5: Members Qualified to Vote
Only voting members in good standing forty-five (45) days before the Annual Meeting or a Special Meeting (both a defined in Article V) of the Association shall having been called to order shall be qualified to vote at such meetings or upon other matters coming to the Association members for action. No voting member who is delinquent in the payment of any dues, according to Section four (4) hereof, or other assessments shall be qualified to vote.
Section 6: Resignation
Membership shall cease upon the resignation of a member by written notice, his or her death, or the failure to pay dues timely. Dues will not be refunded.
Section 7: Suspension or Removal
A member may be suspended or removed by vote of a majority of the Board of Directors, but only for cause and only after reasonable notice and opportunity to be heard. No refunds of dues shall be paid in the event a membership is terminated.
Section 8: Membership Applications
Membership applications may be revised from time to time as the Board of Directors determines. The applications shall state the Association is an affiliated association of National Federation of Paralegal Associations (NFPA) and that all members are bound by any code of ethics set forth by NFPA, in addition to the Code of Ethics more fully set forth in Article III herein above.
Section 9: Membership Status Change
The Board of Directors is required to provide notice of any changes to membership classifications to its members.
Section 1: Annual Meetings
Members of the Association shall meet annually at a time and place within the state of New Hampshire as set by the Board of Directors. At this meeting, voting members shall elect or ratify the prior election of directors; the President may present the annual report of the Association; members shall be invited to discuss Association matters and problems and any other business that may arise; and members will be entitled to examine the financial records and other records of the proceedings of the Association.
Section 2: Special Meetings
Special Meetings may be called by the President or Board of Directors’ governing body. Special meetings may also be called at the request of ten (10) members of the Association addressed to the President or Board of Directors’ governing body stating the purpose of such desired meeting.
Section 3: Notice of Meetings
Except as otherwise expressly provided, it shall be reasonable and sufficient to send notice to all members by mail or electronic mail at least ten (10) days before the meeting, addressed to the member at his/her usual or last known business, residence or electronic mail address.
Section 4: Quorum
At any annual or special meeting of the members, twenty-five percent (25%) of the voting members of the Association whether said voting members are present or represented by proxy shall be the act of the membership except as may be expressly provided by statute or these Bylaws. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, to such date or dates not more than ninety (90) days thereafter.
Section 5: Proxies
Members may vote either in person or by written proxy dated not more than forty-five (45) days before the meeting named therein, which proxies before being voted shall be filed with the Secretary or other person responsible for recording the proceedings of the meeting but the proxy shall terminate after the final adjournment of such meeting. The Board of Directors shall appoint two (2) inspectors who shall be voting members to act at the meeting or any adjournment thereof.
In the event any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting. Upon verification of each proxy and tabulation of the votes represented thereby, the inspectors shall execute an “Oath” and a “Certificate of Inspectors”, respectively, which forms shall be filed with the minutes of the meetings of the Association.
Section 6: Rules
Association meetings may be conducted in accordance with Robert’s Rules of Order or such other rules as the Board of Directors shall adopt, but no rule change will be effective until the next subsequent meeting after passage of the change.
Section 7: Educational Events
The Association will hold, at a minimum, such number of educational events or total hours of education during each fiscal year as is necessary to maintain affiliation with NFPA. Such programs may be held in connection with a regular meeting of the membership.
Board of Directors
Section 1: Elections and Term of Office
The business and property of the Association shall be managed and controlled by a Board of Directors which shall be comprised of voting members. A maximum number of Directors fixed by the Board of Directors shall be elected by voting members at the Annual Meeting according to Section 4 of Article V.
Directors are elected to hold office for a term of two years or until the election and qualification of their respective successors. One-half of the Directors shall be elected each year. No Director shall be elected for more than two (2) successive two-year terms, but Directors may be re-elected following the intervention of one (1) full year.
Section 2: Responsibilities
In addition to the responsibilities otherwise set forth in the Bylaws, the Board of Directors shall be responsible for holding meetings, conducting official business, reviewing matters and making recommendations to the general membership, calling special meetings when necessary, setting policy for approval by the membership, knowing the responsibilities of office, understanding these Bylaws and encouraging legal education. Directors shall attend at least seventy-five percent (75%) of all meetings of the Board, shall serve on at least one (1) committee.
Section 3: Allowable Number
The number of Directors of the Association who are not related to each other by blood or by marriage shall be not less than five (5) or more than fifteen (15). The number of directors for any annual period shall be fixed within these limits by resolution of the Board of Directors adopted at least thirty (30) days prior to the next annual membership meeting. In the event that the number of Directors is reduced by any means, each Director in office shall serve until their term expires, or until their resignation or removal as herein provided.
Section 4: Resignation
Any director may resign at any time by giving written notice of such resignation to the Board of Directors.
Section 5: Filling of Vacancies
If vacancies occur, they shall be filled as follows:
1. In the event of a vacancy in the office of President, the Vice President shall succeed to such office for the unexpired term.
2. In the event of a vacancy in any office other than President, the remaining Board members shall, by two-thirds (2/3) vote; elect one of their numbers to fill the unexpired portion of the term.
3. The President shall appoint a successor to fill the vacancy as to any appointed position as soon as possible after such vacancy occurs.
4. If a vacancy occurs of an at-large director, that position may:
a. Remain vacant until filled by vote of the Association at the next Annual Meeting; or
b. Be filled by a majority vote of the remaining directors. Any such interim at-large director shall serve only until the next Annual Meeting. The Association membership shall then elect, by majority vote, a successor director to serve for the unexpired term of the at-large director.
Such successor director shall serve for the unexpired term. If the unexpired term extends into the next fiscal year, that election shall be ratified by the general membership at the Annual Meeting.
Section 6: Annual Meeting
After the Annual Meeting, the newly elected directors shall meet for the purpose of transacting any business which may come before the Board, including the election of officers. All meetings of the Board of Directors are open to all membership.
Section 7: Regular Meetings
The Board of Directors shall hold regular meetings at such times and places as it shall determine. Any business may be transacted at any regular meeting. All meetings of the Board of Directors are open to all members.
Section 8: Special Meetings
Special meetings of the Board of Directors may be called by the President or Vice President and must be called by either of them on the written request of any two members of the Board. Any business may be transacted at any special meeting.
Section 9: Notice of Meetings
Except as otherwise provided herein, notice of meetings shall be given by mailing or electronic mail of the same at least five (5) days prior to the date of the meeting to the usual business, residence or electronic mail address of the director, but such notices may be waived by any director.
The regular meetings of the Board of Directors may be held without notice at such time and place as shall have been previously determined by the Board.
Any business may be transacted at a meeting where all Directors are present even though neither notice nor waiver thereof is given.
Section 10: Presiding Officers
At all meetings of the Board of Directors the President or Vice President or in their absence, a Chairman chosen by the Directors present shall preside.
Section 11: Quorum
At all meetings of the Board of Directors, a majority of the existing directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or these Bylaws.
Section 12: Powers
All the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the State of New Hampshire, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may not delegate to committees, or to chapter officers/governing body of the Association, such powers that are specifically assigned to the Board of Directors by these Bylaws.
Section 13: Action by Unanimous Consent
Any action or vote required to be taken by the directors may be taken without a meeting by the unanimous written consent of all the directors.
Section 14: Suspension or Removal
A director may be suspended or removed for cause by vote of two-thirds (2/3) of the voting members or by vote of a majority of the directors then in office. A director may be removed only after reasonable notice and opportunity to be heard. The period of such suspension or removal shall be determined by a majority vote of the Board of Directors to be taken at a special meeting called for that purpose.
Section 15: Past President
Following the election of Directors at the Annual Meeting as provided for in Article VI, Section 1 and subsequent election of Officers by the Directors as provided for in Article VI, Section 1 of these Bylaws the individual having held the office of President for the preceding year shall be designated as an ex officio member of the Board for one additional year if that individual’s term of elected office as a Director has expired. This shall supersede the term limitation in Article VI, Section 1 for individuals in this particular circumstance. Continued membership in the Association is a prerequisite for such office. Said past president shall not cast votes on matters of importance before the Board nor set forth motions to be debated but the individual shall be entitled to participate in discussions and assist the current Directors in their pursuit of Association business without regard to the obligations imposed upon elected Board members in Article VI, Section 2.
Section 1: Officers
The elected officers of the Association shall be the President, Vice President, Secretary/Clerk, Treasurer, NFPA liaison, and such other officers as may be elected from time to time by the Board of Directors with such powers and duties not inconsistent with these Bylaws. Any two offices, except those of President and Secretary, may be held by the same person. Any officer may also hold the position of NFPA Liaison simultaneously. The appointed officer shall be the parliamentarian and any other officers as may be appointed from time to time with such powers and duties not inconsistent with these Bylaws. The appointment shall be effective for the then current fiscal year and shall not be subject to the limitations of an elected officer.
Section 2: Election and Term of Office
The elected officers shall be elected by the Board of Directors to serve until their successors are duly elected. No officer shall be elected in any one capacity for more than two (2) successive two-year terms.
Names of newly elected or appointed officers shall be submitted to NFPA headquarters and the Affiliated Association’s Director at least thirty (30) days after election and/or appointment.
Section 3: Filling of Vacancies
In case any office of the Association becomes vacant by death, resignation, retirement, disqualification, or any other cause, the filling of such vacancies shall be in accordance with ARTICLE VI, Section 5, herein.
Section 4: President
The President shall preside at all meetings of the Board of Directors. The President shall be an ex-officio member of all committees except the Nominations and Elections Committee. In the event of a tie vote on any matter pending before the Board of Directors, the President may cast the deciding vote. The President shall have general charge of and supervise the affairs of the Association and shall perform such other duties as may be assigned by the Board of Directors.
Section 5: Vice-President
At the request of the President, or in the event of his/her absence or disability, the Vice President shall perform the duties and exercise the powers of the President and shall perform such other duties as may be assigned by the Board of Directors.
Section 6: Secretary
The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have custody of the corporate seal unless otherwise provided.
The Secretary shall attend and record the minutes of all the meetings of the general membership of the Association and the Board of Directors of the Association. The Secretary shall also be custodian of all minutes of meetings at Board and Association. Minutes of any meeting shall be available to the NFPA President upon request.
The Secretary shall, in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as may be assigned to him/her by the Board of Directors.
The Secretary shall serve as registered agent of the Association and in such capacity shall be the agent upon whom any process, notice or demand may be served, and such service shall be binding upon the Association.
Section 7: Treasurer
The treasurer shall have the custody of all funds, property, and securities of the Association, subject to such regulations as may be imposed by the Board of Directors. They may be required to give bond for the faithful performance of their duties, in such sum and with such sureties as the Board of Directors may require. They shall maintain the financial records of the Association, submit monthly reports to the membership, and exhibit such records at all reasonable times to any director or member of the Association upon reasonable request at the offices of the Association. They shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.
The Treasurer shall be responsible for keeping a current roster of membership and reporting the membership annually to NFPA with the renewal fee for continued affiliation with NFPA.
Section 8: NFPA Liaison
The NFPA Liaison shall be a NFPA member, shall be familiar with the NFPA Bylaws and standing rules, shall receive minutes of all NFPA meetings, and shall represent the Association at the NFPA Annual Meeting of affiliated associations. This officer shall report quarterly on Association activities to the NFPA affiliated associations director on forms provided by NFPA headquarters, and shall report all officers’ names to NFPA headquarters and the NFPA affiliated associations director.
This officer may submit items the Association wishes to be discussed to the NFPA affiliated associations director and shall participate in discussion sessions at NFPA Annual Meetings. A report to Association members on the NFPA Annual Meeting will be required.
This officer shall, within sixty (60) days passage, notify the NFPA parliamentarian and affiliated association’s director of any changes in the Association’s Bylaws. This officer shall be the main contact between NFPA and the Association. This officer shall be a member of the governing body of this Association.
Section 9: Parliamentarian
The Parliamentarian shall attend all meetings and give opinions on parliamentary procedures upon request of the President. This officer shall be familiar with the Association Bylaws, NFPA Bylaws, and shall receive all proposed bylaw amendments, prepare standing rules and amendments to standing rules and Bylaws. Robert’s Rules of Order shall serve as parliamentary authority for items not covered by these Bylaws or the Association’s standing rules. In the absence at any meeting of the duly appointed Parliamentarian, a majority of the Board of Directors present shall elect a substitute Parliamentarian for that meeting.
Section 10: Suspension or Removal
An officer may be suspended or removed for cause by vote of two-thirds (2/3) of the voting members or by vote of a majority of the directors then in office. An officer may be removed only after reasonable notice and opportunity to be heard. The period of such suspension or removal shall be determined by a majority vote of the Board of Directors to be taken at a special meeting called for that purpose.
Retention of Affiliation with the National Federation of Paralegal Associations (NFPA®)
In order to retain affiliation with NFPA the Treasurer of the Association shall file an annual renewal application, pay an annual fee, and forward a current membership roster to NFPA headquarters. In the event of suspension of affiliation or re-affiliation, upon vote of a majority of the Association’s voting members, a submittal of a new application, membership roster, Bylaws, sample of educational programs, petition and current initial fee shall be forwarded by the Treasurer to NFPA headquarters for their approval.
To further retain its affiliation status, the Association agrees to comply with the required reports and requests procedures as outlined by the NFPA Bylaws.
The annual renewal fee for NFPA shall be paid by the Treasurer on or before the deadline for such payment for such year and any payment received after such deadline may be subject to a late fee as determined by NFPA.
Directors’ and Officers’ Compensation
Section 1: Interests in Contracts
Any possible conflict of interest on the part of any Director or officer or employee, or a member of the immediate family of any such person, of the Association shall be disclosed in writing to the Association’s Board of Directors. The possible conflict of interest shall be made of record through complete and full written disclosure to the Board of Directors when such individual has an interest that involves a specific issue before the Board of Directors. A transaction involving a Director or officer, or a member of the immediate family of any such person, shall be prohibited unless it is in the best interests of the Association, the transaction is for goods or services in the ordinary course of business of the Association for the actual or reasonable value (or a discounted value) of the goods or services, the transaction is fair to the Association and the appropriate actions as set forth herein are taken. When the transaction involving a Director or officer, or a member of the immediate family of any such person, exceeds Five Hundred Dollars ($500.00) but is less than Five Thousand Dollars ($5,000.00) in a fiscal year, the transaction must be approved by affirmative votes (and those affirmative votes must equal or exceed any quorum requirement specified herein) from at least two-thirds (2/3) of the Disinterested Directors (as hereinafter defined) without the participation, voting, or presence of an Director or officer with a financial interest in the transaction or a Director or officer who has had a pecuniary benefit transaction with the Association in the same fiscal year. When the transaction involving a Director or officer, or a member of the immediate family of any such person, is in an amount equal to or greater than Five Thousand Dollars ($5,000.00) in a fiscal year, then: (i) the two-thirds vote of the Disinterested Directors set forth in the preceding sentence is required; and (ii) the Association must publish notice of the transaction in a newspaper of general circulation in the community in which the Association’s principal office is located or a newspaper of general circulation throughout the State of New Hampshire prior to consummation of the transaction; and (iii) the Association must provide written notice of the transaction to the Office of the Director of Charitable Trusts within the Office of the New Hampshire Attorney General prior to consummation of the transaction. The minutes of the meeting in which a transaction is discussed shall reflect that a disclosure was made, the abstention from voting and the actual vote itself. Every new Director will be advised of this policy upon assuming the position of Director and shall sign a statement acknowledging an understanding of, and agreement to the Conflict of Interest Policy. The Board of Directors will comply with all requirements of New Hampshire law concerning conflicts of interest related to non-profit entities and such New Hampshire requirements are incorporated into and made a part of this Article IX. For the purposes of these By-laws, a “Disinterested Director” is a Director who does not have a financial interest in the transaction under consideration and has not been involved in a different transaction subject to this Article IX within the same fiscal year. Under no circumstances is the Association to make any loans of money or property to any Directors or officers of the Association. The Association shall not sell, lease for a term of greater than five (5) years, purchase or convey any real estate or interest in real estate to or from a Director or officer without the prior approval of the probate court after a finding that the sale or lease is fair to the Association.
Section 2: Directors’ and Officers’ Salaries
The directors and officers shall not receive any stated salary for their services as such, but by resolution of the Board, expenses of attendance may be allowed for attendance at corporate meetings and professionally related functions approved by the Board. Subject to Section 1 of this Article IX, the Board of Directors shall have power in its discretion to contract for and to pay to directors and officers rendering unusual or exceptional services to the Association special compensation appropriate to the value of such services.
Agents, Representatives, and Contracts
The Board of Directors may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized by law. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power of authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.
The Board of Directors may appoint from its number, or from among such persons as the Board may see fit, one or more advisory or standing committees, and at any time may appoint additional members thereto. The members of such committees shall serve during the pleasure of the Board of Directors. Such person or by proxy at any meeting of shareholders of any corporation in which this Association may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Association might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke such powers as granted at its pleasure.
The fiscal year of the Association shall be as established by the Board of Directors.
Prohibition Against Sharing in Corporate Earnings
No director, officer, or employee of or member of a committee of or person connected with the Association, or any other private individual shall receive at any time any of the earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association, subject to Section 1 of Article IX hereof, in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Association. All Directors of the Association shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code.
The Association shall have the right to retain all or any part of any Securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors and subject to Section 1 of Article IX hereof without being restricted to the class of investments which a director is or might hereafter be permitted by law to make or any similar restrictions; provided, however, that no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Section 1: Bylaws
Any voting member may submit a proposed amendment to the Bylaws by delivering the proposed resolution in written form to the Secretary of the Association. Proposed amendments shall be considered by the Board of Directors who shall recommend a vote for or against the adoption thereof.
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Association by vote of a majority of the board of directors of the Association, subject to repeal or change by a 2/3 majority action of the members. The amendment must be proposed at an Annual or Special Meeting of the Board of Directors and written notice setting forth the proposed amendment in detail shall be given to each director and member thereon not less than ten (10) days prior to the meeting at which said amendment is to be voted upon.
Any amendments so voted upon as hereinabove indicated shall not be in conflict with the National Federation of Paralegal Associations’ Bylaws. The National Federation of Paralegal Associations’ parliamentarian shall receive a copy of any amendments within sixty (60) days of passage.
Section 2: Articles of Incorporation.
The Board of Directors shall have power to amend the Articles of Incorporation of the Association by vote of a majority of the voting directors of the association at a meeting called for such purpose.
Notwithstanding any other provision of these Bylaws, no director, officer, employee, committee member, or representative of the Association shall take any action or carry on any activity by or on behalf of this Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they may hereafter be amended, or by any organizations contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
Copyright © 1999 – 2013 Paralegal Association of New Hampshire.