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BYLAWS
of
SOUTH FLORIDA PARALEGAL ASSOCIATION, INC.
a Not for profit Florida corporation
ARTICLE I
NAME
The name of this corporation is the South Florida Paralegal Association, Inc. (hereinafter referred to as “Association”). This Association shall be affiliated with the National Association of Legal Assistants, Inc. (hereinafter referred to as “NALA”) and the National Federation of Paralegal Associations, Inc. (hereinafter referred to as “NFPA”).
ARTICLE II
SEAL
The corporate seal shall have engraved between the circles,
“South Florida Paralegal Association, Inc., Founded 1979.”
ARTICLE III
OFFICE
3.1 Principal Office. The principal place of business of this Association shall be in the County of Miami-Dade, State of Florida, and specifically from time to time, shall be at the office of the President of the Association.
3.2 Registered Office. The Association shall have and continuously maintain in this State a registered office and a registered agent.
ARTICLE IV
ARTICLES OF INCORPORATION
The Articles of Incorporation, as filed with the Secretary of State, State of Florida, are hereby incorporated into and made a part of these bylaws.
ARTICLE V
PURPOSE
The purpose of this Association shall be:
5.1 To establish good fellowship among the Association’s members, NALA, NFPA and members of the legal community.
5.2 To enhance the competence, acceptance and effective use of paralegals as is more fully described in the Articles of Incorporation.
5.3 To encourage a high level of ethics and professionalism in the legal community.
5.4 To further educate the members of the Association and the legal community with regard to the effective use of paralegals.
5.5 To participate with bar associations.
5.6 To support the programs, purposes, aims and goals of NALA and NFPA.
ARTICLE VI
POLICY
This Association shall be nonsectarian, non partisan, not for profit, and nonunion. This Association may not conduct in the name of NALA or NFPA, any surveys of any kind without the specific written approval of the President of NALA or the President of NFPA. No actions or programs may be initiated or undertaken, now or in the future, in conflict with the bylaws or policies of NALA or NFPA.
ARTICLE VII
MEMBERSHIP
7.1 Right of Membership. Only those persons who shall qualify for membership according to the provisions of these bylaws shall be eligible for membership.
(a) Applicants who resigned in lieu of disciplinary action from any bar association, or professional association shall not be eligible for any class of membership.
(b) Applicants who were disbarred as attorneys from any bar association, shall not be eligible for any class of membership.
7.2 Application for Membership. Application for membership shall be submitted to the Association online via the website maintained at: www.sfpa.info, or other such location as may be established by the Association.
7.3 Class of Membership. There shall be five classes of membership.
(a) Active Member
(b) Provisional member
(c) Student Member
(d) Associate Member
(e) Sustaining Member
7.4 Eligibility for Active Membership. To be eligible for active membership, the applicant must fulfill one of the following requirements:
(a) Graduation from or completion of a Paralegal training program, institutionally accredited and/or approved by the American Bar Association (ABA), which shall be evidenced by an Associate or Bachelor’s degree or by a Certificate indicating completion of at least fifteen (15) semester hours (225 clock hours or 22.5 quarter hours) in substantive legal courses.
(b) Any individual who has earned and maintained the Certified Paralegal (CP) or Certified Legal Assistant (CLA) designation as conferred by NALA, or other such certification exam as may be developed by NALA and approved by the Board of Directors.
(c) Any individual who has earned and maintained the PACE Registered Paralegal (RP®), or CORE Registered Paralegal (CRP™) designation as conferred by NFPA, or other such certification exam as may be developed by NFPA, and approved by the Board of Directors.
(d) A bachelor’s degree in any field plus three (3) years experience as a paralegal, whose attorney-employer attests that such person is qualified as a paralegal.
(e) Five (5) years employment as a paralegal, whose attorney-employer attests that such person is a qualified paralegal.
(f) Any provisional member who has maintained continuous membership with the Association for three (3) years and continuous employment for three (3) years as a paralegal, evidenced by attorney-employer attestation.
(g) Any individual who has earned and maintained the Florida Registered Paralegal designation as conferred by the Florida Bar.
7.5 Eligibility for Provisional Membership. To be eligible for provisional member-ship, the applicant must complete a Board-approved, non-accredited Paralegal training program from a junior college, college or university, which shall be evidenced by a Certificate of Completion indicating mastery of at least ten semester hours (150 clock hours or 15 quarter hours) in substantive legal courses.
7.6 Eligibility for Student Membership. To be eligible for student membership, the applicant must be enrolled in a training program for a paralegal at a university, college, junior college or other approved school, provided, however, that all such schools and curricula shall be subject to approval of this Association. All such students shall be required to take at least one course per semester until graduation, evidenced by a letter from the Registrar or Program Director, or by submitting a copy of their class registration reflecting continuous enrollment.
7.7 Eligibility for Associate Membership. Those members of any bar association or educational field endorsing and promoting the paralegal profession.
7.8 Eligibility for Sustaining Membership. Subject to Board approval, those organizations which support the principles of this Association through their endorsement and monetary contributions.
7.9 Additions. The Board of Directors of this Association may at any time, prescribe further rules and regulations defining and governing the admission of individuals to membership in this Association, and set forth same in the Standing Rules.
7.10 Determination. The Membership Chairperson shall determine eligibility based upon the standards set forth in this article. The Membership Chairperson shall reject or approve the applicant based on criteria set forth in these Bylaws for each class of membership. Upon approval of an applicant, the Membership Chairperson shall activate the newly admitted member’s online profile and issue any membership documentation. Upon rejection, the Membership Chairperson shall advise the applicant of his/her rejection and the funds submitted for membership dues shall be returned to the applicant by the Treasurer, less the application fee (if any).
7.11 Rejection of Membership. An application for any class of membership shall be rejected by the Membership Chairperson if the applicant has not met the qualifications as set forth in this article. If any question arises as to the applicant’s qualifications, the Membership Chairperson may bring the issue to the Board of Directors for further consideration or decision.
7.12 Proof of Membership Status. Any officer may request a current list of members from the Membership Chairperson or Webmaster from time to time for Association use only. Member contact information may not be distributed to any source outside the Association without the express permission of the member.
7.13 Members Qualified to Vote. Only active members in good standing shall be qualified to vote at meetings. In no event shall provisional, student, associate or sustaining members be entitled to vote.
7.14 Removal from Membership. The Board of Directors shall cancel the membership of any member by an affirmative vote of two-thirds (2/3) majority of the Board of Directors upon determining that such member:
(a) Was convicted of a felony (excepting those members who have had their civil rights restored, but this exception shall not apply to a disbarred attorney, or an attorney who has resigned from any bar association in lieu of discipline); or
(b) Has violated the Code of Ethics of this Association, or who has committed a violation of the Code of Ethics of any other similar professional association to which they may belong; or
(c) Exhibited such unethical or immoral conduct which will reflect unfavorably upon this Association, as determined by the Board of Directors; or
(d) Has 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.
7.15 Notice and Procedure for Member Removal. Any member of the Association shall bring the removal action to the attention to the Board of Directors. The Board will review the information presented and will vote regarding the removal action. A simple majority will decide the removal action. The Membership Chairperson will notify the member, in writing, within five (5) days of the decision of the Board of Directors on the removal action. Upon removal from membership, dues are forfeited.
7.16 Appeal of Removal from Membership. Any individual who has been removed from membership may make written appeal for reinstatement as follows:
(a) To the Board of Directors, which appeal shall be heard at the next regular meeting of the Board of Directors. Applicant shall have the right to appear before the Board of Directors of said meeting.
(b) No individual who has been removed from membership as aforesaid, shall have the right to apply for reinstatement more than one time.
(c) No individual who has been removed from membership and whose appeal is pending shall exercise any rights of membership.
7.17 Resignation of Members. A member may resign at will by submitting a written resignation to the Board of Directors. 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 shall be forfeited.
7.18 Reinstatement.
(a) If a member resigns while in good standing, the member may be reinstated only within one year of the resignation by submitting a letter of request to the Membership Chairperson, and paying the required dues and fees, subject to the approval of the Board of Directors.
(b) A member, who has forfeited membership for non-payment of dues, will have to re-apply for membership after one fiscal year of forfeited membership.
(c) A member, who has forfeited membership for non-payment of dues, shall be reinstated as a member if dues are paid, together with a late fee, after the renewal period and prior to the expiration of the current fiscal year.
ARTICLE VIII
DUES
The annual dues of members of this Association shall be as set forth in the Standing Rules and shall not be prorated. Dues are payable each year on the Member’s Rolling Anniversary Date (“RAD”) and delinquent if not paid within 30 days of the RAD. A member who allows their membership to lapse due to non-renewal or non-payment of dues, may re-apply for membership as outlined in Article 7.18 if within one year’s time of the lapse, or must re-apply as a new member.
ARTICLE IX
OFFICERS
9.1 Prerequisite for Officers. Candidates for the office of President, Vice President, Secretary, Treasurer, Parliamentarian, NALA Liaison, and NFPA Liaison, must meet the following qualifications:
(a) Officers must be active members of this Association and must be actively employed as paralegals at the time of election, or have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same, unless otherwise specified herein.
(b) No person may be elected or appointed as an officer if they are primarily employed by a company which would qualify as a Sustaining member.
(c) PARALEGAL is defined as follows:
"Paralegal is a person, qualified through formal education, training and/or work experience who is employed or retained by a lawyer, law office, governmental agency, or other entity, in a capacity or function which involves the performance of legal work, under the ultimate direction and supervision of a licensed attorney, which work, for the most part, requires a sufficient knowledge and expertise regarding the legal system and substantive and procedural law that, absent such professional assistance, the attorney would perform the task."
9.2 Eligibility. To be eligible for the office of President and Vice President, a member must have served on the Board of Directors for at least one full term within a three year period prior to that member's declaration of candidacy for the office.
9.3 Elected Officers. Elected officers shall be the President, Vice President, Secretary, Treasurer, NALA Liaison and NFPA Liaison, who shall be elected by the membership and who shall hold office for one term, or until their successors are duly e1ected, and installed.
9.4 Appointed Officers. The Parliamentarian shall be the only officer appointed by the President, with the exception of vacancies provided for in Section 9.7.
9.5 Removal of Director. Any director be removed from office for cause by an affirmative vote of two thirds (2/3) majority of the Board of Directors. Good cause shall be defined as:
(a) A felony conviction (excepting those who have had their civil rights restored); or
(b) A violation of the Code of Ethics of this Association, or a violation of the Code of Ethics of any other similar professional association to which they may belong; or
(c) Failure 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
(d) Any substantial neglect of their director duties as defined herein, which shall include attendance at Board meetings, and/or submitting documentation or information to the Board of Directors or membership in a timely manner; or
(e) 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
(f) Such unethical or immoral conduct by such director which together with the attendant publicity or anticipated publicity will reflect unfavorably upon this Association.
9.6 Notice and Procedure for Removal of Director. In the event the Board of Directors finds good cause to remove a director, that director shall be notified in writing by the President by certified and regular mail of such cause. Thereafter, such director shall appear at the next meeting of the Board of Directors to be held within 30 days from the date of mailing to justify why he or she shall not be removed from office. If such director fails to appear, the Board of Directors shall, upon a majority vote, pronounce said officer duly removed and fill said vacancy as provided in 9.7.
9.7 Filling of Vacancies. Except as otherwise provided herein, any interim vacancies occasioned by the death, resignation or removal of any officer of the Association shall be filled as follows:
(a) In the event of a vacancy in the office of President, the Vice President shall succeed to such office for the unexpired term. Assumption of duties of the office of President for an unexpired term shall not prevent that person from going on to serve a full term, as President.
(b) In the event of a vacancy in the office of Vice President, this vacancy shall not be filled; and at the election of officers for the next fiscal year, both a President and Vice President shall be elected.
(c) Any other vacancy of an office shall be filled by appointment by the President of the Association, and confirmation by a majority vote of the Board of Directors.
(d) Any officer appointed to fill such vacancy shall serve the unexpired term of such former officer.
9.8 Submission to NALA. The names of newly elected and appointed officers shall be submitted to NALA headquarters and Affiliation Associations Director within 30 days after election and/or appointment.
9.9 Submission to NFPA. The names of newly elected and appointed officers shall be submitted to NFPA headquarters and Region III Director and/or Local Member Association Director within 30 days after election and/or appointment.
ARTICLE X
DUTIES OF OFFICERS
10.1 The President shall be actively employed as a paralegal or must have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same. The President shall preside at all meetings of the Board of Directors, Executive Committee and membership. The President shall appoint the members of Standing and Special Committees and shall act as ex-officio member of all such committees. The President shall negotiate and execute all instruments incident to the conduct of business of the Association, and shall countersign all checks with the Treasurer, after approval of expenditures by the Board of Directors. The President shall vote only in case of a tie or if the vote is taken by written ballot. The President shall perform all such other duties as ordinarily pertain to the office of President.
10.2 The Vice President shall be actively employed as a paralegal or must have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same. The Vice President shall act as assistant to the President and shall perform such other duties as may be required, from time to time, by the President or the Board of Directors. The Vice President shall be Chairperson Coordinator of all standing and special committees. In a vacancy in the office of President, the Vice President shall assume the office of President for the unexpired term.
10.3 The Secretary shall be actively employed as a paralegal or must have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same. The Secretary shall record the proceedings of the meetings of the membership, Executive Committee, and the Board of Directors, furnishing a copy thereof promptly to the President and Vice President, and said minutes shall be available to the NALA President upon request. The Secretary shall keep the official minutes of all meetings, and other such permanent files of SFPA as requested by the Board of Directors. Furthermore, the Secretary shall be required to track which board member is monitoring the Association’s cellular phone to answer calls from the public, and, shall be responsible for transmitting all official correspondence of SFPA as instructed by the Board of Directors, either through electronic transmission or other form. The Secretary shall also be responsible for tracking which board member has possession of the Association’s laptop computer used for secretarial duties, membership recruitment, or other such activity where a laptop is required by the Association.
10.4 The Treasurer shall be actively employed as a paralegal or must have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same. The Treasurer shall furnish such bonds as to his/her performance which the Board of Directors shall at any time require at the expense of the Association. The Treasurer shall collect all dues and fees, keep an accurate and full account of the receipts and disbursements of the Association, and shall deposit all monies and other valuable objects of the Association in its name in such depositories as shall be designated by the Board of Directors from time to time. The Treasurer shall receive all signed and dated bills from all officers and committee chairpersons and directors and present them to the Board of Directors for approval and payment. The Treasurer shall furnish a report of the finances of the Association, which report shall include amounts budgeted and amounts spent by each director, whenever requested by the Board of Directors or the President. The Treasurer shall be responsible for closing the books of the Association no later than the Board meeting prior to the March installation for the purpose of an audit to be presented at the March meeting. The Treasurer shall present the books for an audit at any other time when requested by the Board of Directors.
10.5 The Parliamentarian shall be actively employed as a paralegal or must have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same. The Parliamentarian shall attend all meetings and advise on parliamentary procedures upon request of the President. This office shall be familiar with this Association's bylaws, the bylaws of NALA, the bylaws of NFPA, and Roberts Rules of Order Newly Revised.
10.6 The NALA Liaison shall be actively employed as a paralegal or must have successfully completed paralegal certification examinations acceptable for membership eligibility with the Association and maintained same. The NALA Liaison shall be a NALA member, the cost of which shall be paid for by the Association, and shall be familiar with the NALA bylaws and Standing Rules. (The NALA Liaison may consist of a primary and secondary official. Both the primary and secondary official shall act as one wherein the primary shall be the official Liaison between the Association and NALA while the secondary will assist the primary when needed.) The NALA Liaison shall receive minutes of all NALA meetings and represent the Association at the NALA annual meeting. The officer shall report quarterly on this Association's activities to the NALA Affiliated Associations Director on forms provided by NALA Headquarters and shall report all names of officers to NALA Headquarters and to the NALA Affiliated Associations Director. The NALA Liaison is responsible for obtaining a current roster of membership from the Membership Committee and reporting annually to NALA with the renewal fee for continued affiliation with NALA. The NALA Liaison may submit items for discussion at the request of the Association to the NALA Affiliated Associations Director and shall participate in discussion sessions at NALA annual meetings. A report to this Association's members on the NALA annual meeting will be required. This officer shall, within 60 days of passage, notify the NALA Parliamentarian and Affiliated Associations Director of any changes in the Association's bylaws. The NALA Liaison shall be the main contact between NALA and the Association and may be authorized to bind the Association. This officer shall be a member of the governing body of this Association. The NALA Liaison shall be responsible for coordinating a study/review course from time to time as requested by the Board of Directors, to assist candidates in preparation for the Certified Legal Assistant (CLA) / Certified Paralegal (CP) examination review course from time to time as requested by the Board of Directors or other certification exam as may be developed by NALA.
10.7 The NFPA Liaison shall be a NFPA member and shall be familiar with the NFPA bylaws and Standing Rules. (The NFPA Liaison may consist of a primary and secondary official. Both the primary and secondary official shall act as one wherein the primary shall be the official Liaison between the Association and NFPA while the secondary will assist the primary when needed.) The NFPA Liaison shall receive minutes of all NFPA meetings and represent the Association at the NFPA annual meeting. The officer shall report quarterly on this Association's activities to the NFPA Affiliated Associations Director on forms provided by NFPA Headquarters and shall report all names of officers to NFPA Headquarters and to the NFPA Affiliated Associations Director. The NFPA Liaison is responsible for obtaining a current roster of membership from the Membership Committee and reporting quarterly to NFPA with the renewal fee for continued affiliation with NFPA. The NFPA Liaison may submit items for discussion at the request of the Association to the NFPA Affiliated Associations Director and shall participate in discussion sessions at NFPA annual meetings. A report to this Association's members on the NFPA annual meeting will be required. This officer shall, within 60 days of passage, notify the NFPA Parliamentarian and Affiliated Associations Director of any changes in the Association's bylaws. The NFPA Liaison shall be the main contact between NFPA and the Association and may be authorized to bind the Association. This officer shall be a member of the governing body of this Association. The NFPA Liaison shall be responsible for coordinating a study/review course from time to time as requested by the Board of Directors, to assist candidates in preparation for the PACE or Paralegal CORE Competency Exam or other certification exam as may be developed by NFPA.
ARTICLE XI
ELECTIONS
11.1 Elections. The members shall elect a President, Vice President, Secretary, Treasurer, NALA Liaison and NFPA Liaison. Such officers shall serve until their successors are duly elected, and installed.
11.2 Procedures for Election.
(a) Declaration for Candidacy. Sixty (60) days before the annual meeting, the Nominations and Elections Chairperson shall mail out Declaration for Officer Candidacy forms to the general membership. Those persons wishing to declare themselves as candidates shall submit the form with the signature of the candidate to the Chairperson no later than 15 days thereafter.
(b) Nominations and Elections Committee. The Board of Directors shall appoint a Nominations and Elections Committee which shall consist of two members of the Board of Directors and three non-board members. One of such non-board members shall be designated Chairperson. Members of the Nominations and Elections Committee shall not serve for more than two consecutive years.
(c) Duties of the Nominations and Elections Committee. It shall be the duty of this Committee to suggest a slate of officers to hold office for the ensuing year. Such slate of officers shall consist solely of those submitting completed Declaration of Officer Candidacy forms and no member shall submit candidacy form for more that one elected position. It shall further be the duty of the Nominations and Elections Committee to certify each member submitting a Declaration for Officer Candidacy form meets the eligibility requirements as set forth in Article X of these By-Laws. The Chairperson shall conduct and certify the election.
(1) A sample ballot of all eligible candidates shall be prepared by the Nominations and Election Committee and mailed to the membership no later than three (3) weeks prior to the annual meeting. Such sample ballot shall be on a form approved by the Board of Directors.
(2) Nominations from the floor shall be accepted at the annual meeting only in the event that no Declaration for Officer Candidacy form has been submitted. For each such instance, the Chairperson of the Nominations and Elections Committee will immediately certify that the nominated candidate meets the eligibility requirements of said position. The member being nominated must be present at the time of nomination and accept the nomination and duties inherent to the position in which they are nominated.
11.3 Voting by Membership.
(a) Written ballots will be used at the annual meeting for all members present and eligible to vote. Each ballot shall contain the name of each candidate and the position to which he/she is seeking to be elected. The ballot shall be in a form approved by the Board of Directors. Each voting member shall cause the ballot to be marked to clearly define their intended vote. Election shall be by majority vote of eligible members and in conjunction with absentee ballots timely submitted by members not present as more defined in Section 11.3(b) of these By-Laws. If a member is present who has submitted an absentee ballot, he/she will not be allowed to vote at the annual meeting and the submitted absentee ballot shall be binding. In the event of a tie, the winner will be determined by majority vote of all members present at the annual meeting, inclusive of absentee ballots.
(b) Absentee Voting: To assure that all member voices are heard during the election process, absentee voting shall be allowed. Simultaneously with the Nominations and Elections Committee providing the membership with a sample ballot as more fully described in 11.2(c)(1) of these By-Laws, said Committee shall submit an absentee ballot in a form approved by the Board of Directors. The absentee ballot shall contain a complete list of names of all candidates, the position they seek and provide a date and signature line for the absentee voter. Any eligible member utilizing the absentee ballot must submit the same to the Nominations and Elections Committee, via first-class mail postmarked no later than three (3) business days prior to the annual meeting. No absentee ballot will be accepted unless it is the original signed ballot and timely submitted. Faxed, hand-delivered and email copies of absentee ballots are prohibited and will be rejected. Voting by Absentee Ballot for any member, shall bar him/her from voting at the annual meeting. However, if there is a nomination from the floor as more clearly defined in Section 11.2(c) of these By-Laws and an additional vote be necessary, said member shall be allowed to vote and his vote duly counted towards the nominations vote.
(c) Voting by Proxy is prohibited in all instances.
ARTICLE XII
BOARD OF DIRECTORS
12.1 Membership. The Board of Directors shall consist of elected and appointed officers, the immediate past president, and all chairpersons of standing committees.
12.2 Prerequisites for Directors. Directors must be active members of this Association.
12.3 Compensation/Expenses. All elected and appointed officers of this Association shall serve without compensation, except that all proper expenses shall be reimbursed upon the approval or ratification by the Board of Directors.
12.4 Duties. Except as otherwise provided herein, the business of this Association shall be managed and controlled by its Board of Directors. The Board of Directors may exercise all of the powers, authority, and discretion which alternatively may be exercised by the members or alternatively by the Directors of the Association except such as are by statute or according to the Articles of Incorporation or by any other provision of these Bylaws either specifically reserved to the membership or alternatively are delegated to the officers. More specifically, they shall include, but not be limited to: (1) conduct the business and manage the property of the Association; (2) approve the budget, as presented by the Treasurer; (3) fill interim vacancies of officers; (4) review and approve applicants for membership on an individual basis; (5) approve reinstatement of members; (6) approve the plan of work of the committees; and (7) decide the place of meetings of the Association.
12.5 Defense of Claims. The Board of Directors shall authorize such expenditures as it shall deem to be in the best interests of this Association for the investigation and defense of claims made or suits brought by any person whomsoever either against this Association, its Directors, Officers, or Agents, or any of them.
12.6 Personal Liability of Directors. A Director shall have no personal liability for any claim or damage that may result from acts in the, discharge of any duty imposed or exercise of power conferred upon such Director by this Association, 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 Association.
12.7 Failure to Act. Except as otherwise provided herein, if any member of the Board of Directors shall be absent from two consecutive Board meetings without cause, then such office may be deemed to be vacant and may be filled in accordance with 9.3.
ARTICLE XIII
MEETINGS
13.1 Membership
(a) The Annual meeting shall be held at the time of the regular membership meeting on the fourth Tuesday of March at a place to be determined by Election Committee. The meeting shall be for the purpose of election and installation of officers for the ensuing year, as more fully described in Article XI of these By-Laws, installation of new officers, receiving reports and acting upon them, and any additional business which may require a vote or action by the membership. Every effort shall be made to keep this date intact and any deviation from this date must be approved by the Board of Directors.
(b) Monthly meetings of the membership shall be held on the 4th Tuesday of each month at any scheduled continuing education program, unless otherwise changed by a two-thirds (2/3) vote of the Board of Directors. Notice shall be given to all members ten (10) days prior such meeting via email.
(c) Special Meetings may be called by the Board of Directors with seven (7) days’ notice via email..
(d) Quorum No less than fifteen (15) active members shall constitute a quorum of any membership meeting.
13.2 Board of Directors.
(a) Monthly meetings of the Board or Directors shall be held on the 2nd Tuesday of each month, unless otherwise changed by a two-thirds (2/3) vote of the Executive Committee and shall be open to the membership.
(b) Special Meetings shall be held either on the call of the President or the affirmative vote of two-thirds (2/3) of the Executive Committee or the affirmative vote of two-thirds (2/3) of the Board of Directors.
(c) Quorum A simple majority of the Executive Committee shall constitute a quorum at any meeting of the Board of Directors. A director who may be absent from a regular or special meeting may participate and vote at the meeting by phone and his/her presence shall count towards a quorum.
13.3. (Repealed)
13.4 Action without Meeting. No meeting need be held by the Board of Directors to take any action required or permitted to be taken by law, provided all Directors shall individually or collectively consent in writing to such action, and such written consent or consents is filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the bylaws authorize the Directors to so act. Such a statement shall be prima facie evidence of such authority.
ARTICLE XIV
FISCAL YEAR
The fiscal year of this Association shall be from April 1st through March 31st.
ARTICLE XV
CODE OF ETHICS
Every member of this Association shall subscribe to and be bound by the Code of Ethics and Professional Responsibility of this Association, of NALA, and of NFPA.
ARTICLE XVI
EXECUTIVE COMMITTEE
This committee shall consist of all elected officers. The Executive Committee shall have such power and perform such duties as the Board of Directors may from time to time prescribe by Standing Rules. All acts of the Executive Committee shall be subject to ratification by the Board of Directors. Meetings of the Executive Committee may be called by the President.
ARTICLE XVII
STANDING COMMITTEES
17.1 Except as otherwise provided, the President shall name a chairperson and such number of members as necessary for each of the following Standing Committees, with authority as herein specified or as amplified by the Board of Directors. These Standing Committees may be increased or decreased at the discretion of the Board of Directors. Committee chairperson appointments by the President shall be confirmed by affirmative vote of a simple majority of the current Board of Directors. In the event a chairperson appointment is not confirmed by simple majority of the Board of Directors, another selection by the President shall be made for consideration by the Board of Directors. In the event of either the removal of a director under Articles 9.5 or 9.6, or the resignation of a director, the vacancy shall be filled according to the procedures outlined in Article 9.7.
17.2 The Chairperson of each Standing Committee shall present a report to the Board of Directors at each such regular meeting of the Board, if any actions or business has been conducted by such Standing Committee. At the end of the fiscal year, the Chairperson of each Standing Committee shall turn over to the Secretary, or the successor chairperson, all permanent records, reports, and files of the Standing Committee.
17.3 Duties of Standing Committees.
(a) Education Committees. It shall be the duty of these committees to plan programs with educational speakers, in accordance with Section 21.4. Of the programs planned, the Chairpersons shall coordinate at least one annual seminar/workshops of a longer duration, and the remainder shall be shorter programs which may be conducted in conjunction with regular meetings of the Association. The Education Chairpersons shall be responsible for obtaining continuing education approval from NALA and/or NFPA for any educational programs of the Association. The Chairperson shall be responsible for advertising and promoting such programs to the membership and public. Such notice shall include posting notices on the Association’s website, with assistance from the Association’s Webmaster as necessary, and submitting to local and national publications as appropriate. Additional Education Committees will be created for each geographical area outside of Miami-Dade County where the Association intends to have regularly scheduled programs of educational speakers as set forth in the Standing Rules. These additional educational committees will be known as a chapter of the Association in that particular geographic location (e.g., Broward Chapter).
(b) Employment Committee. This committee shall act as a liaison between paralegal employment agencies, accepting and posting paralegal position descriptions on the Association’s website for members’ review with assistance from the Association’s Webmaster as necessary.
(c) Membership Committee. This committee shall be charged with soliciting new members, reviewing the applications of prospective new members and may personally interview prospective new members. Membership application shall be made upon standard forms furnished by this Association via the website maintained at www.sfpa.info. A membership application shall be accompanied by annual dues, supporting documentation as required, and application fees. The Chairperson shall report the committee's activities and membership numbers to the Board of Directors’ meetings. The Chairperson shall be responsible for maintaining the database of member contact information on the Association’s website, with the Webmaster’s assistance, which shall include the full name, address, email address, and telephone numbers of all members, and their classification. A Roster of the membership shall be prepared for inclusion in the minutes of the Board Meeting held not more than 30 days after the end of the fiscal year. The Chairperson shall confirm the appropriate automated notices are provided to delinquent members via the Association’s website if dues are not paid by within 30 days of the member’s RAD.
(d) Bar Liaison Committee. This committee shall be the main contact between the state and local bar associations and to promote the effective utilization of paralegals. The Chairperson and/or another director shall attend all regular meetings of the Florida Registered Paralegal Committee, and The Florida Bar Association’s Annual and Mid-Year meetings.
(e) School Liaison Committee. This committee shall be responsible for reviewing the curriculum of the various paralegal educational programs and shall encourage student membership participation in this Association. This committee shall advise all interested schools of all upcoming membership meetings, functions, and scholarship contests. The School Liaison shall be responsible for the implementation and coordination of educational scholarships.
(f) Bylaws Committee. This committee shall receive and put into proper form such bylaws amendments as are deemed necessary by the Board of Directors. The Committee shall be responsible for furnishing copies of proposed amendments to the active members within the time called for in the amendments and revisions section of these bylaws, and to ascertain that such bylaws amendments are not in conflict with NALA bylaws or NFPA bylaws. This committee shall only be formed when a change to the bylaws is requested by the Board of Directors.
(g) Ethics Committee. The Chairperson of this committee shall be familiar with the NALA and the NFPA Code of Ethics and Model Standard Guidelines for the Utilization of Legal Assistants. It shall be the duty of this committee to foster and formulate any material pertaining to the ethics of the paralegals and to promote and publicize the Code of Ethics adopted by this Association and of NALA and NFPA, and any violations thereof shall be reported by the committee to the Board of Directors for appropriate action.
(h) FAPA Liaison. The FAPA Liaison shall attend all meetings of the Florida Alliance of Paralegal Associations (FAPA), of which the Association is a member. The FAPA Liaison may consist of a primary and secondary delegate. Both the primary and secondary delegate shall act as one wherein the primary shall be the official Liaison between the Association and FAPA while the secondary will assist the primary when needed. A report of all activities and actions discussed at meetings of the FAPA member associations will be reported at the next scheduled meeting of the Board of Directors, and an update of any pertinent information will be provided to the membership as well.
(i) Webmaster and Website Committee. It shall be the duty of the Webmaster to post changes to the content of the Association’s website, including but not limited to sponsor advertisements, press releases, and other items individual Standing Committee Chairpersons may be unable or unavailable to post to the website, as directed by the President. The Webmaster will be responsible for creating email addresses for each board member for contact by the public through the Association’s website, and uploading documents for linking in email communications to members. The Webmaster will also assist with administration duties related to the membership database, paralegal employment postings, and educational program postings, so long as it they maintained within the website. The Webmaster will act as chairperson for any committee formed for the purpose of proposing improvements to the website. Any changes or improvements proposed by such committee shall be subject to the approval by the Board of Directors.
ARTICLE XVIII
SPECIAL COMMITTEES
18.1 Special Committees may be created from time to time with such powers and duties as may be approved by the Board of Directors.
18.2 Nominations and Elections Committee. The Board of Directors shall appoint a Nominations and Elections Committee. This Special Committee's duties are prescribed in Section 11.2.
ARTICLE XIX
AMENDMENTS
These bylaws may be amended or revised, if not in conflict with NALA bylaws or NFPA bylaws, by a two-thirds (2/3) affirmative vote of the active members that are present at any regular meeting, provided notification of the proposed amendment has been furnished to each member at least fifteen (15) days prior to the meeting. The NALA Parliamentarian and the NFPA Parliamentarian must be advised of any amendments within sixty (60) days of passage.
ARTICLE XX
AFFILIATION
This Association may affiliate or become a local chapter of a duly organized state or national association, group or society, which by its objects, aim, constitutions, bylaws or practices are functioning in harmony with the objects and aims of this Association subject, however, to the affirmative vote of the members of this Association.
ARTICLE XXI
RETENTION OF NALA AFFLIATION
21.1 Affiliation with NALA is renewable each year by payment of an affiliation fee attached to the current membership roster. In the event of suspension of affiliation, this Association may re-affiliate with NALA by submitting a new application with membership roster, bylaws, sample of education programs, petition and current initial fee.
21.2 In addition to the renewal fee, this Association must comply with the requested reports and requested procedures as prescribed by NALA.
21.3 The annual renewal fee is payable on October 1st and delinquent November 1st.
21.4 It is required that this Association hold a minimum of four (4) educational events or a total of ten (10) hours of education during each fiscal year in order to maintain affiliation with NALA. These programs may be held in connection with a regular meeting of the membership.
ARTICLE XXII
RETENTION OF NFPA AFFLIATION22.1 Affiliation with NFPA is renewable each quarter by payment of an affiliation fee attached to the current membership roster. In the event of suspension of affiliation, this Association may re-affiliate with NFPA by submitting a new application with membership roster, bylaws, sample of education programs, petition and current initial fee.
22.2 In addition to the renewal fee, this Association must comply with the requested reports and requested procedures as prescribed by NFPA.
ARTICLE XXIII
PARLIAMENTARY AUTHORITY
Roberts Rules of Order Newly Revised shall be the parliamentary authority where applicable and where there is no conflict between said rules and this Association's bylaws and Articles of Incorporation.
ARTICLE XXIV
DISSOLUTION
24.1 To dissolve this Association shall require a two-thirds (2/3) affirmative vote of the Board of Directors and a two-thirds (2/3) affirmative vote of the membership with previous notice having been given thirty (30) days prior to such meeting.
24.2 In the event of dissolution of this Association, all property and assets of the Association shall be applied and distributed to a not for profit charitable organization as defined by the Internal Revenue Code, to be selected by a two-thirds (2/3) affirmative vote of the membership of this Association. In no event shall any such property or assets be distributed to any member of this Association or to any private individual.
STANDING RULES
1. All event registrations must be completed online via the Association’s website at www.sfpa.info or any other website maintained by the Association for this purpose.
2. Any person registered for an event who has not cancelled their registration by the deadline posted in the event notice will not be eligible for a refund.
3. Payment for event registrations must be received by the deadline posted in the event notice, or the registration will be cancelled.
4. Any SFPA member who has not registered for an event which provides for a member discount by the posted deadline will be required to pay the non-member rate in order to attend if space is available.
5. Dues. The dues for the five (5) classes of membership shall be:
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Active Members $ 70.00
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Provisional Members $ 70.00
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Student Members $ 40.00
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Associate Members $ 60.00
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Sustaining Members $ 125.00
6. Scholarship recipients shall receive a one-year SFPA membership (student or active category, according to their qualifications). The amounts and frequency of scholarship awards shall be determined by the Board of Directors from time to time.
7. A Membership/Educators' Reception may be held annually. It shall be coordinated by the Membership, and School Liaison Committees.
THESE BYLAWS ARE BINDING AS APPROVED BY MEMBERSHIP VOTE ON MARCH 27, 2012.
THESE STANDING RULES ARE BINDING AS APPROVED BY THE SFPA BOARD OF DIRECTORS ON JUNE 13, 2012.