BylawsAs adopted by the Board of Directors on December 12, 2011.
ARTICLE 1. NAME AND PRINCIPAL OFFICE
Section 1.01 Name. The name of the corporation is NATIONAL DOCKETING ASSOCIATION ("Corporation").
Section 1.02 Principal Office. The principal office of the Corporation shall be the office of the incumbent president, unless changed by action of the Board of Directors.
ARTICLE 2. ARTICLES OF INCORPORATION, PURPOSES AND DEFINITIONS
Section 2.01 Articles of Incorporation. The Articles of Incorporation are hereby incorporated into and made a part of these Bylaws.
Section 2.02 Purposes. The purpose or purposes for which the Corporation is organized are as specified in the Articles of Incorporation.
Section 2.03 Definitions. The term docketing and calendaring are used interchangeably and are considered the same within the terms of these Bylaws.
ARTICLE 3. MEMBERS
Section 3.01 Number of Members. There shall be no restriction upon the number of members who may belong to the Corporation.
Section 3.02 Application. All applications for membership shall be made in written format to the Corporation, constituting an agreement on the part of the applicant, if elected, to adhere to all Bylaws, rules and regulations of the Corporation.
Section 3.03 Dues. The Board of Directors shall adopt a schedule of membership dues that will produce revenues for the Corporation in a fair and equitable manner from each of the classes of members. Such schedule may be changed from time to time pursuant to a resolution of the Board of Directors to reflect the needs of the Corporation. Dues shall be due annually on the anniversary date that a member becomes a member of the Corporation, and shall become delinquent if not paid by said anniversary date. A delinquent member shall be reinstated upon payment of dues and such reinstatement fee as may be fixed by the directors. Payment of dues may be waived upon a showing of good cause or in unusual circumstances upon a majority vote of the Board of Directors.
Section 3.04 Rights and Privileges. To the extent provided herein, each member in good standing shall have the right and privilege to attend meetings and other functions, make and second motions, vote, chair and serve on committees, hold office, and utilize members-only resources provided by the Corporation.
Section 3.05 Qualifications; Classes. Only those persons or entities who shall qualify for membership according to the provisions of these Bylaws shall become members. Membership in the Corporation shall be open to all persons regardless of race, sex, creed, national origin or physical or mental disabilities. In considering applicants for membership, the qualifications, interest and capability of the applicant with reference to the purposes of the Corporation, as determined by the Board of Directors, shall be deemed material factors.
There shall be three classes of members:
(a) Full Members - who shall have all the rights and privileges of membership.
To qualify as a full member, one of the following criteria must be met:
(1) The individual is currently employed as a docketing professional or in an equivalent position and performs docketing duties as their primary work activity.
(2) The individual is currently employed as a legal administrator or support manager at a private law firm, legal service clinic, corporate legal department, university legal department, governmental legal agency, court system, charitable legal agency or some other organization engaged primarily in the practice of law and has full responsibility for the docketing function.
(3) The individual is currently employed as a legal secretary, legal assistant, or paralegal and performs limited docketing duties as their work activity.
(b) Associate Members - who shall have all the rights and privileges of membership, except that they shall not be entitled to make or second motions, vote, chair committees, or be members of the Board of Directors.
To qualify as an associate member, one of the following criteria must be met:
(1) The individual is a member of a bar association and currently practicing law.
(2) The individual is employed by a private law firm, legal service clinic, corporate legal department, university legal department, governmental legal agency, court system, charitable legal agency or some other organization engaged primarily in the practice of law and shows an interest in the docketing profession.
(3) The individual is retired with ten (10) or more years of experience previously employed as a docketing professional.
(4) The individual is currently unemployed or does not meet the criteria in 1, 2 and 3 above and was previously employed as a docketing professional.
(c) Sustaining Members - who are themselves individuals, associations, firms, vendors, consultants, recruiting agencies, or other entities that support and endorse the advancement of the docketing profession, shall not have any rights and privileges of membership. Rather, they shall receive additional benefits in terms of visibility and exposure.
Section 3.06 Rejection of Membership Applications. An application for any class of membership shall be rejected if the applicant has not met any one or more of the qualifications as set forth in these Bylaws or if the applicant has been convicted of a felony.
Section 3.07 Resignations and Termination. All resignations shall be tendered to the Corporation in writing addressed to the Secretary. Any member may be expelled for cause by resolution passed by a majority of the Board of Directors at any meeting called for such purpose. Such member shall be notified of the intention of the Board to consider that member's expulsion and shall be given the opportunity of a hearing before the Board of Directors. Passage of such a resolution shall, without other act on the part of the Board of Directors, annul such membership.
Section 3.08 Annual Meeting. The Corporation shall hold an annual meeting of its members to elect directors from among its membership and to transact any other business within its powers. The date of the annual meeting will be set by the Board of Directors. Failure to hold an annual meeting does not invalidate the Corporation's existence or affect any otherwise valid corporate acts.
Section 3.09 Regular Meetings. The Corporation may hold regular meetings of its members, as set by the Board of Directors, to conduct normal business.
Section 3.10 Special Meetings. At any time in the interval between annual meetings, a special meeting of the members may be called by the President or by a majority of the Board of Directors or by twenty-five percent (25%) of the members; a call by Directors or members may be by vote at a meeting or in writing (addressed to the Secretary of the Corporation) with or without a meeting. Such special meeting may be held in person or by telephone conference call or by similar communications equipment, provided all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.
Section 3.11 Place of Meetings. Meetings of members shall be held at such place as is set from time to time by the Board of Directors.
Section 3.12 Electronic Meetings. The directors, committee members as specified in the Bylaws, and members may participate in any meeting by means of conference telephone or similar communications equipment so that all persons participating in the meeting can communicate with each other, including but not limited to electronic transmission, Internet usage, or remote communication. All participants shall be advised of the communications equipment and the names of the participants in the conference shall be divulged to all participants. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, a meeting as specified in this Section, may be conducted solely by means of remote communication.
Section 3.13 Notice of Meetings; Waiver of Notice. Not less than ten (10) nor more than sixty (60) days before each members' annual, regular, or special meeting, written notice of the meeting shall be sent to each member entitled to vote at the meeting and each other member entitled to notice of the meeting. The notice may be sent by electronic means, and shall state the time, place, and the purpose of the meeting. The notice shall also be posted on the Web site of the Corporation in an obvious location. Any meeting of members may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement. Any member shall be deemed to have waived notice of the time, place and purposes of any meeting by appearing at such meeting unless such appearance is specifically for the purpose of contesting the validity thereof and the member shall then and there personally file with the secretary of the meeting a written protest to such effect before the meeting shall have been commenced and declared to be in order.
Section 3.14 Quorum; Voting. A quorum shall be deemed to exist at any regular or special meeting of the membership, with the presence, either in person or by individual proxy, of five percent (5%) of the members entitled to vote. A quorum shall be deemed to exist at the annual meeting, with the presence, either in person or by individual proxy, of fifty percent (50%) of the members entitled to vote. The number of voting members present or represented by proxy will be determined by the number of persons who cast votes, including proxies, as recorded by the voting records. This number will be used to determine if a quorum, as defined above, is met. The meeting is considered called to order at the date and time the meeting begins, and once a quorum is present at a meeting, the departure from the meeting of any number of members shall not affect the validity of the meeting.
Section 3.15 General Right to Vote; Proxies. Each full member is entitled to one vote on each matter submitted to a vote at a meeting of members. In all elections for directors, each full member may vote for as many individuals as there are directors to be elected. A full member may vote either in person or by written proxy signed by the member. Unless a proxy provides otherwise, it is not valid more than eleven (11) months after its date. Only full members in good standing forty-five (45) days prior to an annual meeting shall be qualified to vote at such meeting. An active member who is delinquent in the payment of any dues or other assessments shall not be qualified to vote. Associate or sustaining members are non-voting members of the Corporation.
Section 3.16 List of Members. At each meeting of members, a full, true and complete list of all members entitled to vote at such meeting shall be furnished to the Board of Directors by the Secretary.
Section 3.17 Conduct of Voting. At all meetings of members, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.
ARTICLE 4. OFFICERS
Section 4.01 Executive and Other Officers. The Corporation shall have a President, an Executive Vice-President, a Secretary, and a Treasurer who shall be the executive officers of the Corporation. It may also have more than one vice-president and any other officers as may be established by the Board of Directors. A person may hold more than one office in the Corporation but may not serve concurrently as both President and Vice-President of the Corporation.
Section 4.02 President. The President shall preside over all meetings of the Board of Directors and of the members at which he shall be present; he may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation; and, in general, he shall perform all duties usually performed by a president of a corporation and such other duties as are from time to time assigned to him by the Board of Directors.
Section 4.03 Executive Vice-President. The Executive Vice-President, at the request of the President, or in the President's absence or during his inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. The Executive Vice-President shall have such other powers and perform such other duties, and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board of Directors or the President.
Section 4.04 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of any committees; shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; shall be custodian of the records of the Corporation; may witness any document on behalf of the Corporation, the execution of which is duly authorized; and, in general, shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors or the President.
Section 4.05 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors or the President.
Section 4.06 Tenure. The officers will be elected at the annual meeting of the Corporation and will serve until the next annual meeting and until their successors are elected and qualify. There shall be no term limits.
ARTICLE 5. BOARD OF DIRECTORS
Section 5.01 Function of Directors. The Board of Directors ("directors") shall consist of the President, Vice-President, Secretary, Treasurer, and the Chairpersons of the Committees. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors.
Section 5.02 Number of Directors. The Corporation shall have at least three directors at all times. The Corporation shall have the number of directors provided herein unless changed by a majority vote of the Board of Directors, but the action may not affect the tenure of office of any director, except as provided in Section 5.03.
Section 5.03 Removal of Director. The members may remove any director, with or without cause, by the affirmative vote of a two-thirds majority of all the votes entitled to be cast for the election of directors.
Section 5.04 Failure of Director to Act. If any member of the directors shall be absent from two (2) consecutive Board of Director meetings without cause, then such office may be deemed to be vacant and may be filled by the majority vote of the remaining directors at the second of such absences.
Section 5.05 Vacancy on Board. The members may elect a successor to fill a vacancy on the Board of Directors which results from the removal of a director as a result of actions provided in Section 5.03. If the members fail to call a special meeting within 30 days of the vacancy, the remaining members of the Board of Directors may, by a majority vote, elect a successor who shall hold office until the next annual meeting of members of the Corporation.
Section 5.06 Board Meetings. After each meeting of members at which a Board of Directors shall have been elected, the Board of Directors so elected shall meet as soon as practicable, and regularly thereafter, for the purpose of organization and the transaction of other business.
Section 5.07 Action by Directors. The action of a majority of the directors present at a meeting at which a quorum is present is action of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a written consent provided by each director and their vote on the action is filed with the minutes of proceedings of the Board.
Section 5.08 Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.
Section 5.09 Compensation. A director may not receive any compensation or expense reimbursement for attendance at any annual, regular, or special meeting of the Board of Directors or any committee thereof. Expenses related to travel for business trips on behalf of the Corporation may be reimbursed with the approval of the majority of the Board of Directors.
ARTICLE 6. COMMITTEES
Section 6.01 Committees. The Board of Directors may appoint from among its members any committees composed of at least one Chairperson and delegate to these committees any of the powers of the Board of Directors, except the power to amend the Bylaws. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a written consent provided by each member and their vote on the action is filed with the minutes of proceedings of the committee. The members of a committee may conduct any meeting thereof by conference telephone in accordance with the provisions of Section 5.08.
Section 6.02 Committee Chairpersons. The Chairpersons of Committees shall be selected and appointed by a majority vote of the directors. Only full members shall serve as Chairpersons. The Chairpersons shall serve as directors until the next annual meeting and until their successors are appointed and qualify. There is no term limit.
Section 6.03 Limit of Committee Authority and Action. Unless specifically authorized by appropriate resolution of the directors, no committee shall preempt the stated authority and function of any officer of the Corporation. No committee shall represent the Corporation nor hold itself out as being vested with any authority without the specific authorization of the directors. No such committee shall likewise incur any financial obligation nor enter into any contract for this Corporation without the prior specific authorization of the directors therefor.
ARTICLE 7. FINANCE
Section 7.01 Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by resolution of the Board of Directors, be signed by any one of the following officers: President, Vice-President, Treasurer, or the Secretary.
Section 7.02 Annual Statement of Affairs. There shall be prepared annually a full and correct financial statement of the affairs of the Corporation to include all operations for the preceding fiscal year. The statement shall be submitted at the annual meeting of the Corporation and placed on file with the Corporation's records. Such statement shall be prepared or caused to be prepared by the Treasurer.
Section 7.03 Fiscal Year. The fiscal year of the Corporation shall be the twelve calendar months period ending December 31 in each year, unless otherwise provided by the Board of Directors.
Section 7.04 Gifts. The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.
ARTICLE 8. SUNDRY PROVISIONS
Section 8.01 Records. The Corporation shall keep correct and complete records of its accounts and transactions and minutes of the proceedings of its members, its Board of Directors and of any executive or other committee when exercising any of the powers of the Board of Directors. The records of a Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of the Bylaws shall be kept with the President.
Section 8.02 Bonds. The Board of Directors may require any officer, agent or employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.
Section 8.03 Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
Section 8.04 Conflict of Interest. If any director or officer of the Corporation is or may be an officer, director, stockholder, employee, or have a financial interest in a corporation or other organization with which this Corporation shall enter into a contract or other transaction; or shall directly or indirectly be a party to or have an interest in any contract or transaction of the Corporation, he shall fully disclose such interest to the Board of Directors. After revealing any such interest, such director shall abstain from voting on any question in reference to said contract or transaction. Subject to compliance with these requirements of disclosure, no contract or other transaction between this Corporation and any other corporation, partnership or individual, shall be affected by the fact that the director or officer of this Corporation is interested in or is a director or officer of such other corporations, provided that such contract is negotiated on an arm's length basis and is fair and reasonable to the Corporation.
Section 8.05 Amendments. Subject to the special provisions of Section 5.02, any and all provisions of these Bylaws may be altered or repealed and new Bylaws may be adopted at any annual, regular, or special meeting of the members provided that the notice of the meeting states the intention to alter the Bylaws as a purpose for the meeting, and provided, however, that no amendment shall be valid or have any force or effect whatsoever if it authorizes or requires any act that would adversely affect the status of the Corporation as an organization exempt from income tax under Sections 501(a) and 501(c)(6) of the Internal Revenue Code of 1986, as amended.
Section 8.06 Annual Reports. The President, or his designee, shall be responsible for filing all annual reports and relevant documents with the appropriate government agencies so that the Corporation remains in good standing, and shall record copies as provided in Section 8.01.
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