AMENDED AND RESTATED
LOUISVILLE ASSOCIATION OF PARALEGALS, INC.
Louisville Association of Paralegals, Inc. (the “Corporation”), is a non-profit Kentucky professional corporation (“Corporation”) which exists for the purpose of promoting and enhancing the paralegal profession by providing its members with the resources, education, and information necessary to provide high quality legal services within the legal community.
The name of the Corporation is LOUISVILLE ASSOCIATION OF PARALEGALS, INC. (the “LAP”).
For purposes of this and other LAP documentation:
1. “Paralegal” shall mean a person qualified through education, training or work experience to perform substantive legal tasks under the direct supervision of an attorney.
2. “Legal Assistant” shall be synonymous with “Paralegal” when the person is qualified through education, training or work experience to perform substantive legal tasks under the direct supervision of an attorney.
3. “Ethics” shall mean conduct of behavior generally accepted in the legal community, including adherence to Kentucky Supreme Court Rule (SCR) 3.700; Provisions Relating to Paralegals, and any Code of Ethics and/or Code of Professional Responsibility adopted by the LAP.
4. “Substantive Legal Tasks” shall mean duties, tasks or functions that require legal training, and which would otherwise normally be performed by an attorney.
The purposes of the LAP shall be to:
1. Expand the use of Paralegals in all aspects of the legal profession;
2. Establish and promote a working relationship between Paralegals and attorneys, business entities and government;
3. Cooperate with all appropriate bar and paralegal associations to promote high ethical standards and professionalism for Paralegals;
4. Encourage educational programs and training to promote continuing legal education for Paralegals; and
5. Inform Paralegals of developments in the paralegal profession and act as a forum for exchanging ideas.
ADMISSION, MEMBERSHIP AND TERMINATION
1. Admission; Expulsion. Application for membership shall be submitted online on the LAP website. If the Membership Chair determines that the applicant does not meet the requirements of membership, referenced in Section 2 of this Article, then the Membership Chair shall deliver the application to the Board, along with its recommendations for rejection. The Board shall act on the application at its next regular meeting. An applicant may be rejected (or a member expelled) by a vote of the Board for such reason(s) as the Board deems appropriate, in its sole discretion, including without limitation, any willful misstatement in the application or the conviction of the applicant or member of a felony.
Any individual who is denied membership to or expelled from the LAP may appeal such decision directly to the Board. It shall be the responsibility of that individual (the “appellant”) to request in writing such an appeal within thirty (30) days of the Board’s decision. Copies of the letter shall be addressed to the President and to the Membership Chair.
The appellant shall state his or her case in support of his or her membership at the next regular Board meeting. The Membership Chair shall be present to explain the basis of the recommendation of expulsion or denial of membership. The appellant and Membership Chair shall each be limited to ten (10) minutes during which time Board members may make inquiries.
The Board shall vote by a majority of the entire Board to decide the issue of membership for that particular appellant. It shall be within the Board’s authority to defer a vote on an individual’s application or expulsion pending further inquiry into the matter. Within forty-five (45) days following the date of the Board meeting at which such appeal was heard the Board of Directors shall notify the appellant of its decision.
(A) All members of the LAP shall be entitled to receive all mailings, notices, and newsletters of the LAP as well as such other privileges specifically provided herein or by the Board.
(B) Once approved for membership under a specific class, all LAP members shall maintain their membership status for the remainder of the year. Membership status is evaluated annually. Provided, however, members may apply for a different membership status at any time throughout the year. All changes must be reported to LAP Membership Chair within 30 days of change in order to better assist members. Those changes include: changes in employment, graduation, contact information, etc.
(C) There shall be five classes of members:
(1) VOTING/JOINT LBA MEMBERS. Voting/Joint Louisville Bar Association (“LBA”) Members shall have all the voting power of the LAP. A voting/joint member shall be a working paralegal currently performing duties as described in SCR 3.700, and who is working under the supervision and direction of a licensed attorney in good standing of the Kentucky Bar Association, or a licensed attorney in good standing of a Bar of any other state or the District of Columbia. In addition to the following requirements in this category, members must also meet all qualifications governed by the LBA for paralegal membership. Accordingly, the supervising attorney shall submit a Statement of Sponsorship on behalf of the paralegal member prior to initial membership. Paralegal members shall possess at least one of the following educational or experience criteria:
(a) A bachelor’s degree in paralegal studies from an ABA approved program;
(b) An associate’s degree in paralegal studies from an ABA approved program;
(c) A bachelor’s degree or an associate’s degree in any field plus a certificate from an ABA approved program in paralegal studies;
(d) A bachelor’s degree in any field, other than paralegal studies, plus one year of verifiable full-time employment as a paralegal; or
(e) Acquired a minimum of 5 years verifiable work experience as a paralegal performing Substantive Legal Tasks under the supervision and direction of a licensed attorney. Said experience must be attested to by the paralegal’s supervising attorney or attorneys on a Paralegal Statement of Sponsorship Form.
(2) STUDENT MEMBERS. A student enrolled in university or college course(s) with a focus in paralegal studies, may become a Student Member of the LAP. Student Members shall not have voting privileges or be eligible to serve as officers or directors of the LAP. Student members are entitled to serve on any committee (other than the Nominating and Membership Committees).
(3) ASSOCIATE MEMBERS. Associate membership is open to any individual who meets at least one of the following qualifications:
(a) Has acquired a bachelor, associate, or post-baccalaureate degree from an ABA approved program in paralegal studies and is not currently working as a paralegal;
(b) Has acquired a bachelor’s degree in any field, other than paralegal studies, is currently employed full-time as a paralegal and has less than one year experience working as a paralegal performing duties as described in SCR 3.700 and who is working under the supervision and direction of a licensed attorney in good standing of the Kentucky Bar Association, or a licensed attorney in good standing of a Bar of any other state or the District of Columbia.
(c) Has acquired an associate’s degree in any field, other than paralegal studies, is currently employed full-time as a paralegal and has at least one year experience working as a paralegal performing duties as described in SCR 3.700 and who is working under the supervision and direction of a member in good standing of the Kentucky Bar Association, or a member in good standing of a Bar of any other state or the District of Columbia.
If applying for membership under subsection (3)(b) or (3)(c), Associate members experience and current employment must be attested to by the paralegal’s supervising attorney(s) prior to initial membership on a Paralegal Statement of Sponsorship Form.
Associate members are entitled to the benefits of LAP Active Membership, including serving on any committee (other than the Nominating and Membership Committees), and joining any specialty section. However, Associate members shall not have voting privileges, shall not have Joint LBA Membership, and shall not be eligible to serve as officers or directors of the LAP.
(4) SUSTAINING MEMBERS. Sustaining membership is available to law firms, corporations, businesses, educational institutions, educators, paralegal program representatives and members of bar associations who endorse or are actively involved in the promotion of the paralegal profession. All sustaining members are eligible to serve on any committee (other than the Nominating and Membership Committees). However, Sustaining Members shall not have voting privileges nor be eligible to serve as officers or Directors of the LAP.
(5) EMERITUS MEMBERS. Emeritus membership is open to any individual who has retired from the Paralegal profession. Emeritus Members shall be eligible to serve as a voting member of the Board of Directors or serve on any committee, but they shall not be eligible to serve as an officer.
(D) Attorneys. Attorneys not eligible to practice law in any state because of suspension or disbarment are not eligible for membership in the LAP.
(E) Recordation of Membership. The Membership Chair of the LAP shall keep a record of the name and address of each member. The record shall also include date of admission, type of membership, date dues paid and, if necessary, reason for termination.
3. Effective Date. Membership criteria as described in this Article shall apply to all new and renewal applications submitted after the effective date of these Amended and Restated Bylaws.
4. Termination. In addition to termination or expulsion by vote of the Board as provided herein, a member’s membership may be terminated due to such member’s failure to pay dues, or written resignation to the Membership Chair by any member. Terminated members may be reinstated by the vote of the Board upon approval of a new application detailing the reason(s) of such termination and payment of all delinquent dues, if any; provided if the termination occurs solely due to the failure to pay dues, reinstatement may occur after such dues are paid without the need for a new application.
1. Annual Dues. The Board of Directors will determine the annual membership dues for all classes of membership in the LAP, which shall be nonrefundable. The membership dues will be payable in January of each year and must be paid within thirty (30) days of notification. The Board of Directors will have discretion in charging late fees. New members shall submit dues with their membership application.
1. Qualification; Election. Directors shall be Voting/Joint LBA Members and must work or reside within the Louisville Metro/Southern Indiana area. Directors shall be elected annually by the Voting/Joint LBA Members as set forth in these Bylaws.
2. Number and Term. The number of Directors shall be fixed by resolution of the Board, but shall not be less than five (5) nor more than sixteen (16). Each Director shall hold office for one (1) year from January 1st until December 31st, or, until his or her successor is elected and duly qualified or until such time he or she resigns.
3. Power and Duties. The Board of Directors shall have charge over the business affairs and assets of the LAP. The Directors may do all that is lawful and necessary, which does not conflict with any statute or the Articles of Incorporation and the Bylaws of the LAP, in order to carry out the purposes of the LAP. Except as otherwise specifically required herein or in the Articles of Incorporation of the LAP, the Board may act by a vote of a majority of those members entitled to vote at any meeting at which a majority of the Board is present.
4. Removal and Resignation. A Director may resign by written notice submitted to the President of the LAP. The notice shall contain the date the resignation is to take effect and should be given no less than fifteen (15) working days before the effective date of the resignation. A Director may be removed from office by a vote of a majority of those Voting/Joint LBA Members entitled to vote at any meeting at which a majority of the Voting/Joint LBA Member is present. A Director is subject to possible removal after failure to attend three (3) successive Board meetings by unanimous vote of the remaining board.
5. Vacancies. In the event of a vacancy on the Board due to resignation or removal, the Board of Directors may appoint an interim Director to fill a Director’s unexpired term. The interim Director so appointed shall be that person who received the greatest number of votes at the last annual election, but who, however, did not receive enough votes to be elected to the Board of Directors (or the next such person if that person is unavailable, and so on).
6. Specialty Sections. It shall be the prerogative of the Board of Directors to create Specialty Sections which will be comprised of members of similar practice specialty or interests.
1. Committees. It shall be the duty of the Board of Directors to create such Committees as shall be needed to perform the duties necessary to promote the purposes of the LAP.
2. Authority; Reports. Any act in the regular course of business done by a Committee shall be within the authority delegated to it by the Board of Directors. Committee Chairpersons shall be named by a simple majority of Committee members or by appointment of the Board. The Committee Chairperson shall report the activities of the Committee to the Board of Directors at the monthly Board meetings. Failure by the Committee Chairperson, or a designated member, to report the Committee’s activities to the Board after three (3) Board meetings, will subject the Committee Chairperson to review by the Board for possible removal. The Committee Chairperson shall also submit an annual report to the Board of Directors at the annual Board transition meeting.
3. Nominating Committee. The purpose of the Nominating Committee shall be to seek and to evaluate candidates for office and to present them to the membership of the LAP. The Committee shall solicit and accept nominations from the Members of the LAP and review the nominees for qualifications, suitability, and eligibility, and shall contact nominees to determine their willingness to serve. The Committee shall present the nominees to the membership by ballot.
4. Membership Committee. The purpose of the Membership Committee shall be to seek qualified persons for membership in the LAP, to solicit and accept applications for membership in the LAP, and to make recommendations for rejection or acceptance of applicants for membership in the LAP. The Membership Committee shall also make recommendations to the Board concerning the establishment of membership criteria. The Membership Committee shall also, upon request of the Board, make recommendations to the Board concerning expulsion of a member of the LAP.
5. Committee Budget and Expenses. Before any business shall be conducted by any Committee, the Committee Chair shall tender an annual budget for Board approval. The Board of Directors shall have the option of approval, rejection or modification of Committee budgets. Once a budget is approved, it shall be kept by the Treasurer. Any expenditure in excess of $100 over budget shall be submitted by the Committee Chair to the Board of Directors for approval prior to commitment of such funds. Any expenditures in excess of $500 shall require the signature of the Treasurer and either the President or President Elect on the issuing check. The Treasurer shall bring any out-of-budget items to the attention of the Board of Directors.
1. Election. Officers shall be elected annually by the Voting/Joint LBA Members and introduced at the Annual Meeting of the LAP. Officers shall be Voting/Joint LBA Members and must work or reside within the Louisville Metro/Southern Indiana area.
2. Number and Term. Officers shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be a director. Each officer shall hold office for one (1) year from January 1st until December 31st until his or her successor is elected and duly qualified or until such time as he or she resigns or is re-elected. The Board of Directors may elect additional officers as they may deem necessary. All officers shall be Directors for that simultaneous period of time. There is no limit on successive terms of office, except that the term of President and President Elect shall be limited to one (1) consecutive term.
3. Power and Duties. All officers shall be required to attend meetings of the Board. In addition, the power and duties of the officers shall be as follows:
(A) President. The President shall be the chief executive officer of the LAP; preside at all meetings of the members; exercise general and active management of the business of the LAP; and see that all orders and resolutions of the Board are carried into effect.
(B) Vice President. The Vice President shall become familiar with the day-to-day responsibilities of the office of President and the Board of Directors. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President shall succeed to the office of President at the expiration of the elected term. The Vice President shall chair the Nominating Committee.
(C) Secretary. The Secretary shall keep or cause to be kept a record of the proceedings of the monthly meetings of the Board of Directors, and any regular or special meetings of the members or Board of Directors; maintain custody and control of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or Board of Directors.
(D) Treasurer. The Treasurer shall have the custody of all funds and shall keep full and accurate accounts of receipts and disbursements; deposit all moneys and other valuable effects in the name and to the credit of the LAP; disburse the funds of the LAP; submit written reports pertaining to the financial transactions and the financial condition of the LAP at the Board of Director and/or membership meetings including an annual report, and perform such other duties as may be assigned by the President or Board of Directors. The Treasurer will be bonded and responsible for the obligations under the Bond.
4. Qualifications. Candidates for President and Vice President must have at one time served at least one (1) term of office on the Board of Directors.
5. Removal and Resignation. An officer may resign by written notice submitted to the President (or, in the case of the President, to the Board) of the LAP. The notice shall contain the date the resignation is to take effect and should be given no less than fifteen (15) working days before the effective date of the resignation. An Officer may be removed from office by a vote of a majority of those Voting/Joint LBA Members entitled to vote at any meeting at which a majority of the Voting/Joint LBA Members is present. An Officer is subject to possible removal after failure to attend three (3) successive Board meetings by unanimous vote of the remaining board.
6. Vacancies. The Board of Directors may appoint an interim officer to fill the unexpired term of any officer who has resigned or been removed.
1. Meetings of LAP Members.
(A) Regular membership meetings shall be held every other month. The regular membership meeting held in December of each year shall constitute the annual membership meeting.
(B) Notice of regular and special meetings shall be given not less than ten (10) days before the date of such meeting. A notice shall be given to each member stating the time, place, date, and purpose of the meeting, provided any matter may be acted upon at any regular meeting regardless of whether such matter is noticed in the notice of the Meeting. The notice may appear in any newsletter mailed to the members of the LAP, in which case such newsletter shall constitute notice of a meeting. Posting of the notice on the LAP website shall constitute notice of a meeting. Any member may waive notice of a meeting in writing either before or after the meeting is held. Attendance by a member shall constitute a waiver of notice for that meeting.
(C) The President, any member of the Board of Directors, or a majority of the Voting/Joint LBA Members, may call special meetings of the Membership.
(D) Each Voting/Joint LBA Member is entitled to one vote on all matters before the members at a meeting.
(E) A majority of the number of Voting/Joint LBA Members present at a meeting shall constitute a quorum for the transaction of business at any meeting.
2. Monthly Board Meetings.
(A) Meetings of the Board of Directors shall be held monthly or more frequently at the discretion of the Board of Directors. The first meeting of the newly elected Board of Directors for each year shall be held within a reasonable time following the election of officers and directors and shall be a combination of the outgoing members of the Board of Directors and the incoming members of the Board of Directors. The purpose of this meeting shall be to create and discuss goals of the LAP and its committees for the following year.
(B) Notice of monthly Board meetings shall be given not less than ten (10) days before the date of such meeting. A notice shall be mailed to each Board member stating the time, place, date, and purpose of the meeting, provided any matter may be acted upon at any regular meeting regardless of whether such matter is noticed in the notice of the meeting. Any Board member may waive notice of a meeting in writing either before or after the meeting is held. Attendance by a Board member shall constitute a waiver of notice for that meeting.
(C) The President or any Board member may call a special meeting of the Board.
(D) Each Director is entitled to one vote on the matters before the Board at a meeting.
(E) A quorum consisting of a majority of the Board is necessary for the transaction of business at any meeting of the Board of Directors.
(F) The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
3. Committee Meetings. Committees shall meet monthly or at any other time as determined by the Committee.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
2. Loans. No loans may be contracted on behalf of the Corporation, no evidences of indebtedness may be issued in its name and no guarantees of the indebtedness of others may be entered, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans may be made by the Corporation to its officers or directors.
3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation may be signed by the President, Treasurer and such other officer or officers, or agent or agents, of the Corporation and in such manner as may, from time to time, be determined by resolution of the Board of Directors.
4. Deposits. All funds of the Corporation not otherwise employed must be deposited, from time to time, to the credit of the Corporation in such banks, trust companies, other depositories and institutions as the Board of Directors may select.
Unless the context specifically requires otherwise, any reference in these Bylaws to any gender shall include all other genders; any reference to the singular shall include the plural; and any reference to the plural shall include the singular.
AMENDMENT OF BYLAWS
The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any meeting at which a quorum is present.
Effective as approved on October 11, 2018 by the 2018 Board of Directors