BYLAW RESOLUTION NO.2

2015 ANNUAL MEETING

Honolulu, Hawaii

Submitted By: 2014-2015 NFPA Board of Directors

Topic:Amendment of Bylaws Article III, Membership, and Article IV, Dues, to Provide for Clarification of Membership Categories

Description: These proposed Bylaw Amendmentsto Article III, Membership, update the NFPA’s membership categories to reflect the current needs of the Federation and its members, as well as proposing corresponding amendments to Article IV, Dues, in consideration of the revised classes.

History: In 2013,the NFPA Bylaws were amended to provide for United States Military Associations as a class of membership. With the Delegates’ adoption of the Diversity Statement in 2009, the Bylaws were amended to conform to the concepts embodied in the Diversity Statement. In 2005 and 2002, certain amendments to the Bylaws were adopted to the Student Membership class that, among other things, expanded the term of student membership for one year post graduation.

Current Situation:

The NFPA’s membership base has continued to evolve. Several of the existing membership classes are rarely, if ever, used, while other classes seem to be duplicative. The proposed Bylaw Amendments are intended to streamline and clarify the existing membership classes for the NFPA, its members and its management company.

Those potentially affected members, per class, are as follows:

Member Type / Current Member Count
Associate / 1
Organization / 8

Strategic Long Range Plan: (State the goal this agenda topic relates to and how it would advance the goal): To assist in growing the membership and to demonstrate NFPA’s position as the Leader of the Paralegal Profession, its membership classes should reflect the current needs of its base. By providing clarity of membership classes, members may fully understand the scope of their rights and responsibilities under the Bylaws; thereby, promoting greater transparency.

Detailed description of recommendations, if a bylaw amendment, a resolution must be included:

RESOLVED, that Article III, Membership, Section 3.3, of the Bylaws be amended to read as follows:

Section 3.3Classes of Membership.

There shall be the following classes of membership:

A.Voting Membership.

1.Qualifications.

Voting membership shall be available to paralegal associations, including Military Paralegal Associations that meet the following requirements (“voting member association”):

  1. The association shall have bylaws that include stated goals and purposes not inconsistent with the goals and purposes of NFPA.

b.The association's membership requirements shall not exclude or discriminate as to any class of paralegals, as defined by the membership committee's guidelines for its membership.

(i)Any association which imposes any type of educational requirement for its voting membership, may, as an alternative, consider work experience as a paralegal.

(ii)Any association that restricts its membership as to class or specialty area must show that such a restriction is for good cause and is not arbitrarily imposed but is created to provide a forum to address specialized issues. Any such class restriction cannot be imposed upon all categories of the association's membership.

c.The association's membership requirements shall reflect NFPA's diversity statement and shall not exclude or discriminate on the basis of any category or form of diversity.

d.The association shall be an autonomous group that is not controlled by any organization, educational or training institution, business enterprise, or other entity.

(i)Membership in another professional paralegal association shall not make an association ineligible for NFPA membership.

(ii)The phrase “not controlled by” shall mean that no entity or individual other than the individual voting members of a member association, shall have the power or authority to directly or indirectly direct, regulate, manage or oversee any act or decision or to participate in any manner, directly or indirectly, in the government of a member association.

e.Voting members of voting associations shall be paralegals in good standing who are not incarcerated.

(i)A voting member association may have student members who shall qualify as a student per the voting association's definition of a student member and shall be a student enrolled in a paralegal study program. For the purposes of these bylaws such persons shall be identified as student members of voting member associations or student members.

(ii)Voting member associations may have other membership classifications while voting control of the association and governing body remains vested in paralegals who are not incarcerated.

f.The association shall have paid all monies owed for one (1) quarter of dues before voting privileges are granted.

g.The association shall have at least fifteen (15) voting members.

h.The association shall be a nonprofit organization.

2.Rights

Voting member associations in good standing shall be entitled to all of the regular rights and privileges of membership and all of the extraordinary rights of membership.

B.Provisional Membership

1.Qualifications

a.Voting member associations that are experiencing financial difficulties and/or are losing members to the point that they are at or near fifteen (15) members may request that they be put on provisional membership for one year. During this time, the association shall receive guidance from the Board of Directors, office staff, and other associations. The association shall pay dues set by the Board of Directors. To remain as a provisional member beyond one year shall require a three-quarters (3/4) vote of the entire Board of Directors.

b.A former voting association that is reapplying for voting membership after losing its membership in NFPA either through resignation or termination shall upon request and at the discretion of the Board of Directors be awarded a one year provisional membership. During the one year period, the reapplying association shall meet all of its financial obligations and demonstrate that it meets the criteria for voting membership.

2.Rights and Privileges

Provisional member associations shall have all the regular rights and privileges of membership and the extraordinary rights to make motions and speak in debate but shall not have the extraordinary rights to vote or to have members elected to NFPA offices.

C.Student Membership

1.Qualifications

Student Membership shall be available to a student enrolled in an institutionally accredited paralegal program, as defined in Section 3.3(D)(1)(a)(i) above, who meets the following requirements:

(a)the paralegal program does not have membership as a NFPA student association; AND

(b)the student does not have any other class of NFPA member association available to join, AND

(c)the student shall not be incarcerated. Student sustaining members-at-large shall be governed by NFPA's diversity statement and shall not be excluded or discriminated against in applying for or holding membership or receiving services in NFPA on the basis of any category or form of diversity. Student Sustaining Membership-at-Large shall also be extended to an individual who has graduated from an institutionally accredited paralegal program, as defined in Section 3.3(D)(1)(a)(i) above, within six (6) months preceding the date the application is submitted and is not a paralegal. This membership provision is only applicable for up to one (1) year post graduation and is non-renewable.

2.Rights and Privileges

Student Members shall have no rights or privileges of membership except the right to receive a subscription to NFPA’s national magazine announcements of educational activities, and other benefits deemed appropriate by the Board of Directors.

D.Organizational

1.Qualifications

Organizational Membership shall be offered to corporations and organizations that provide services, goods, or help to fund paralegal educational and membership activities, paralegal groups which are divisions or sections of non-paralegal entities, statewide alliances of paralegal associations or located outside of the United States and do not want to take an active part in the governance of NFPA but do want to associate with the mission and activities of NFPA and participate in the personal and professional benefits offered by NFPA.

2.Rights and Privileges

Organizational Members shall have no rights or privileges of membership except those of identification with NFPA, one subscription to NFPA’s national magazine, announcements of educational activities, and discounts and incentives unique to Organizational Members as deemed appropriate by the Board of Directors.

E.Regular Individual Member

  1. Qualifications

This membership shall be available to individual paralegals. Individual sustaining members-at-large shall be paralegals who are not incarcerated. Individual sustaining members-at-large shall be governed by NFPA's diversity statement and shall not be excluded or discriminated against in applying for or holding membership or receiving services in NFPA, on the basis of any category or form of diversity.

2.Rights and Privileges

Individual Members are entitled to the regular rights and privileges of membership and to the extraordinary right to speak in debate, but shall not be entitled to the extraordinary rights of membership to make motions, vote, or hold NFPA office.

F.Military Members

  1. Qualifications

This membership shall be available to individual paralegals currently serving on active duty in the Armed Forces of the United States. Individual military members shall not be excluded or discriminated against due to tour of duty outside of the United States of America. In addition, individual military sustaining members-at-large shall be governed by NFPA's diversity statement and shall not be excluded or discriminated against in applying for or holding membership or receiving services in NFPA, on the basis of any category or form of diversity.

  1. Rights and Privileges

Military Members are entitled to the regular rights and privileges of membership and to the extraordinary right to speak in debate, but shall not be entitled to the extraordinary rights of membership to make motions, vote, or hold NFPA office.

RESOLVED, that a new Article III, Section 3.8, Membership in Multiple Local Associations, to the Bylaws be added to read as follows:

Section 3.8Membership in Multiple Local Associations

Individuals who are members of more than one local association, shall notify all local associations involved and select one local association (typically the first one joined) to be the primary local. This local association will be responsible for adding this member to the NFPA membership list and for paying that member’s NFPA dues.

Additional locals associations will not be responsible for paying NFPA dues for the member with multiple local association membership.

RESOLVED, that existing, Section 3.8, Use of Name, be renumbered to as Section 3.9, to read as follows:

Section 3.9 Use of Name.

No member whose primary purpose is to provide paralegal education shall use the NFPA name or logo, or identify itself as a member of NFPA, unless (a) the member's programs are in compliance with NFPA's resolutions on education and are accredited by a nationally recognized accrediting agency, (b) the member's programs have been approved by the American Bar Association or are in substantial compliance with its guidelines, or (c) the member displays on any materials containing the NFPA name or logo, or indicating that the member is a member of NFPA, a disclaimer that its educational programs do not meet the criteria as set forth above in (a) or (b), such disclaimer to be in a form and substance approved by the Board of Directors from time to time; provided, however, that this Section shall not give any member any independent rights in any intellectual property.

RESOLVED FURTHER, that Article IV, Dues, of the Bylaws be amended to read as follows:

ARTICLE IV
DUES

Section 4.1 Dues.

A.Annual dues shall be as follows:

1.Voting Member Associations

Voting Member Associations Dues for voting member associations shall be at the rate of thirty dollars ($30) for each member, except student members, and at the rate of twenty-five dollars ($25) for each student member [as defined in Article III Section 3.3, Part A, Sub-section 1e(i)] and shall remain at five dollars ($5.00) less than the dues of each member, to be calculated and remitted annually with new members added quarterly (effective January 1, 2015).

2.Organizational Members

Dues for organizational members shall be a flat rate per year based upon the projected cost of NFPA’s national magazine, announcements, and other services the association and/or its members will receive during the year and based upon a reasonable share of NFPA's operational cost. The Board of Directors shall determine and establish the annual flat-rate dues subject to review by the delegate assembly, as hereinafter defined.

3.Provisional Member Associations

Dues for provisional member associations shall be at a rate determined by the Board of Directors based upon the projected cost of NFPA’s national magazine, announcements and other services the association and/or its individual members will receive during the year and based upon a reasonable share of NFPA's operational costs, and shall likewise be calculated and remitted on a quarterly basis. The Board of Directors shall determine and establish the dues for provisional members subject to review by the delegate assembly.

4.Student Members

Dues for Student Members shall be determined by the Board of Directors and remitted annually.

5.Individual Regular Members

Dues for individual regular members shall be as determined by the Board of Directors and remitted annually.

6.Military Individual Membership

Dues for military individual members shall be as determined by the Board of Directors and remitted annually

B.Payment of Dues

1.Dues for voting member associations and provisional member associations shall be calculated and remitted to the NFPA on a quarterly basis as described in the NFPA Procedures Manual.

2.Dues for organizational members, student members, individual regular members and military individual members shall be collected and remitted annually to the NFPA according to a schedule established in the NFPA Procedures Manual.

3.For voting, and provisional members, a penalty interest rate of 1.5 percent (1.5%) shall be charged for every thirty (30) days, or portions thereof, for those dues which are delinquent. The postmark will be evidence of the date paid. The member shall be responsible for calculating the interest due and adding this amount when remitting delinquent payments. The member association may petition the Board of Directors for a waiver of penalty interest based upon circumstances out of the member association's control. The member association must demonstrate an unforeseen and extraordinary event which caused the delay in payment of its dues. The Board of Directors may waive payment of the penalty interest by a majority vote. The interest payment need not be paid pending the decision of the Board of Directors.

4.The Board of Directors may, upon request of a voting member association, approve a full and/or partial waiver of membership dues based upon catastrophic events beyond the control of the voting member association for a specific period of time not to exceed one year. Such a request may only be approved for an amount equal to or less than the voting member association’s prior year’s dues. Voting member associations requesting this waiver must, within a reasonable time set by the Board of Directors, submit a letter detailing the reason for such request. Voting member associations whose dues have been waived still enjoy the same rights of voting member association as described herein.

“Catastrophic Events” shall include, but not be limited to:

Events which occur beyond the control of the local association (i.e. acts of God and/or acts of terrorism), and which have a tremendous financial impact such that, if the association were forced to pay its NFPA dues in full, it would cause undue financial hardship and threaten the survival of the association.

If the Board of Directors finds that a voting member association warrants a full and/or partial waiver of dues for a period of time as a result of catastrophic events, said voting member association shall be considered as current on all dues for that period of time and shall be exempt from the provisions of Sections 4.1(B)(3), 4.2(A) and 4.2.(B).

RESOLVED FURTHER, that the foregoing amendments to Article III, Membership, and Article IV, Dues, to the Bylaws shall take effect as of January 1, 2016.

Pros: NFPA exists for the benefit of its members. To understand the full benefit of membership, members should understand the extent of their rights and responsibilities. Revising membership classes would serve to assist NFPA, its management company, and current and future members in furtherance of this goal.

Cons: None.

Financial Cost: There is no anticipated loss in revenue due to these changes.

Number of volunteers and estimated hours needed: Ten hours to update membership application and website information.

State Any Known Legal Implications: None

Have you reviewed NFPA®'s Bylaws, Policy Manual and Procedures Manual to determine if there are any conflicts? Yes. None were found.

A Bylaw Resolution must include all previous resolutions relating to the subject. When a specific resolution is submitted, it must specifically include the wording of any previous resolutions, in order to alleviate the presumption the previous resolutions are rescinded in total.

Resolution 03-13

WHEREAS, the United States Armed Forces are interested in obtaining information, continuing legal education, and ideas from NFPA regarding the education and utilization of their paralegals;

WHEREAS, the United States Armed Forces desires its paralegals to have the opportunity to mentor with, and network with civilian paralegals and civilian paralegal associations;

WHEREAS, NFPA is dedicated to promoting the profession and increasing the roles and responsibilities of all paralegals at home and worldwide;

WHEREAS, NFPA is a model organization for its commitment to dedicated professionalism;

WHEREAS, NFPA desires an increase in its membership in order to best assist all paralegals and to further the profession;

WHEREAS, Military Association membership would promote paralegals associated with branches of the United States Armed Forces and government with an opportunity to learn about the issues that the civilian paralegal profession is currently facing and vice versa; WHEREAS, the purpose of this organization is to promote goodwill, networking, and collaboration between civilian and military paralegals;

WHEREAS, the further purpose of this organization is to promote the profession and to increase the roles and responsibilities of paralegals;

WHEREAS, the five military departments (U.S. Army, U.S. Air Force, U.S. Navy, U.S. Marine Corps, and U.S. Coast Guard) can each join NFPA for an annual fee as an association so that the paralegals within, and attached to, each military department can enjoy full NFPA membership rights within that association;