Bylaw Resolution No. 1

BYLAW RESOLUTION NO. 1

2015 ANNUAL MEETING

Honolulu, Hawaii

Submitted by: Capital District Paralegal Association, Inc.

Central Connecticut Paralegal Association, Inc.

Central Massachusetts Paralegal Association, Inc.

Massachusetts Paralegal Association

New Haven County Association of Paralegals, Inc.

New York City Paralegal Association, Inc.

Paralegal Association of New Hampshire

Paralegal Association of Rochester, Inc.

Rhode Island Paralegal Association, Inc.

Vermont Paralegal Organization

Western Massachusetts Paralegal Association

Western New York Paralegal Association

Date:August 3, 2015

Bylaw:Amendment to Sections 8.3 and 6.6 - Region Director Term Limits

History:The Region Directors are responsible for the "humanization of NFPA" to local associations, and are the main liaison between member associations and other Board members. Region Directors serve as a resource within NFPA for members and member associations and work to develop and facilitate two-way communication between NFPA, members and member associations.

The position of Region Director was created in 1976 and were Representatives elected by the member associations within the newly delineated regions. The Executive Director and the Region Directors comprised the Administrative Committee of the National Board. In 1978, it was resolved that the role of the Region Directors is to serve as a member of the Board of Directors; to monitor bar, court and legislative activities in their respective regions; to monitor the development of paralegal associations in their respective regions; and to coordinate region meetings. Twenty years later, in 1998 (effective with the elections at the 1999 Spring Convention) the regions were realigned, creating Region V. At the 1999 Spring Convention, the delegates considered a resolution setting limitations of holding office and initiating term limits for all officers and directors, except Region Directors. At the 2002 Fall Convention, the delegates approved a Bylaw amendment regarding filling the vacancy of a Region Director.

Current Situation:

• Currently we have term limits for Officers and other Directorsbut no term limits for Region Directors.

Strategic Long-Range Plan:

• Development of new leadership

Detailed Description of Recommendation:

• The sponsoring associations believe there should be term limitations for Region Directors similar to those established for other Board positions limiting years of service to four (4) consecutive years.This proposed Bylaws Resolution would amend the respective sections of the Bylaws relating to term limits for Region Directors.

Pros:

• This Bylaw amendment is consistent with existing term limitations of Officers and other Directors.
• Whereas NFPA encourages members to take on leadership positions, this amendment benefits member associations as a whole by providing opportunities for new leadership.
• Having term limitations encourages succession planning.

Cons:

• May preclude a region from retaining an effective Region Director.

Financial Cost:

• none

Number of Volunteers and Estimate of Hours Needed:

• Minimal

Proposed Bylaw Amendment:

WHEREAS, Section 6.6 of the Bylaws currently sets forth the manner of election and term of office of Directors of Regions; and

WHEREAS, Section 8.2 of the Bylaws currently sets forth the manner of election and term of office for officers and directors (except Directors of Regions); and

WHEREAS, NFPA recognizes the importance of continuity and experience among its Board members; and

WHEREAS, NFPA encourages members to take on leadership positions; and

WHEREAS, NFPA currently has term limitations for Officers and other Directors;

NOW, THEREFORE, BE IT RESOLVED that the NFPA Bylaws be amended as follows:

RESOLVED THAT Section 8.3 Limitation of Office Holding shall be amended to read as follows:

No officer or director shall hold more than one position simultaneously, and no officer or director, except Directors of Regions, shall be eligible to serve more than two (2) consecutive terms in the same position. Service of less than a two-year term shall be considered a full term.

Effective at the close of the 2016 annual meeting Directors of Regions shall be eligible to serve no more than four (4) consecutive terms in the same position. Consecutive years of service as Region Director immediately prior to the close of the 2016 annual meeting shall be counted towards the term limitation.

and it is further

RESOLVED that Section 6.6 Election and Term of Office of the Directors of Regions shall be amended to read as follows:

Directors of regions shall be elected at the annual policy meeting in accordance with the provisions of this Article. The voting members of each region, by a majority of such voting members, shall elect a director, who shall also serve as a director of NFPA for a term of one year, until a successor is elected and qualified or until his or her removal, subject to the term limitations pursuant to Section 8.3. The election of region directors at the annual policy meeting shall take place by ballot during the next region meeting following the election of the remaining directors. In the event there is only one nomination for director after nominations from the floor of the annual policy meeting, the election may take place by voice vote. In the event there are three (3) or more nominees for directors and no candidate receives a majority on the first or second ballot, the candidate receiving the lowest number of votes will be removed in each subsequent ballot until a majority vote has been attained. Write-in candidates on ballots shall not be permitted.

State any known legal implications: none known

Have you reviewed NFPA’s Bylaws, Policy Manual and/or Procedures Manual to determine if there are any conflicts? Yes xNo If yes, please provide details. No conflicts 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.

Past resolutions:

Resolution 98m-10

Section 6.7 Eligibility of Directors of Regions

To be eligible for nomination as a region director, the person shall:

1)be a voting member of a NFPA voting association located within the region the person

would represent; and

2) be a member in good standing as determined by that association; and

3)reside or work within the region that person would represent.

Resolution 99F-3

RESOLVED, that Article VIII, Section 8.3, be amended to read:

Section 8.3 Limitation of Office Holding

No officer or director shall hold more than one position simultaneously, and no officer or director (except Directors of Regions) shall be eligible to serve more than three (3) consecutive terms in the same position.

Resolution 02f-2

RESOLVED, that Section 6.9 be added to the bylaws

Section 6.9B Vacancies

Any vacancies that may occur by reason of the death, removal or resignation of a director of a region shall be filled by a majority vote of the voting member associations of such region by special election of the voting member associations of such region. If the voting members of such region cannot, for any reason, elect a new director; an interim Region Director shall be appointed by the current NFPA Board of Directors Said interim Region Director shall serve in such capacity until the voting members of said region elect a successor.

Resolution 05-7

BE IT RESOLVED that the position of Vice President and Director of PACE shall become effective at the annual meeting 2006.

WHEREAS, Section 7.3 of the Bylaws currently states a member of the Board ofDirectors serves until the next annual policy meeting; and

WHEREAS, Section 8.2 of the Bylaws currently sets forth the manner of election andterm of office for officers and directors (except Directors of Regions); and

WHEREAS, Section 8.3 of the Bylaws currently limits the numbers of consecutive terms an officer and director may serve; and

WHEREAS, NFPA recognizes the importance of continuity and experience among its Board members; and

WHEREAS, NFPA recognizes that continuity and experience provide more effective leadership.

NOW, THEREFORE, BE IT RESOLVED that the NFPA Bylaws be amended asfollows:

Section 7.3 Tenure.

A member of the Board of Directors shall assume his/her duties at the close of theannual policy meeting at which he/she is elected and shall serve for the term forwhich he or she is elected or until his/her successor is elected and qualified, oruntil his/her earlier removal. Although the composition of the Board of Directorsmay be changed periodically by amendment to these bylaws, no decrease in thenumber of board members shall have the effect of shortening the term of anyincumbent board member.

Section 8.2 Election and Term of Position.

Officers and directors (except Directors of Regions) shall be elected at the annualpolicy meeting in accordance with the provisions of this Article and thenominations committee guidelines. Each such officer and director shall be electedfor a term of two (2) years, or until his/her successor is elected or appointed asset forth in Section 8.5 or he/she is removed as set forth in Section 8.13. Theterms of such officers and directors shall be staggered so that approximately anequal number of such officers and directors have terms that expire each year.

In order to implement continuity in the Board of Directors, beginning in 2006, theterm of the directors shall be as follows:

a. The following officers and directors shall serve from their election in2006 until the annual policy meeting in 2007. At the annual policymeeting in 2007, these officers and directors shall be elected for a term oftwo (2) years expiring in 2009. Thereafter, these officers and directorsshall be elected every two (2) years in odd-numbered years.

Vice President & Director of Profession Development

Vice President & Director of Membership

Treasurer & Director of Finance

b. The following officers and directors shall serve for a term of two (2)years from their election in 2006 until the annual policy meeting in 2008.Thereafter, these officers and directors shall be elected every two (2) yearsin even-numbered years.

President

Vice President & Director of Positions and Issues

Secretary & Director of Operations

Vice President and Director of PACE

c. Each officer’s term of office shall begin at the close of the annual policymeeting at which he/she is elected. In the event there is only onenomination for a position, after nominations from the floor of the annualpolicy meeting, the election may be by voice vote. After all nominationshave been made and the nominees have accepted the nomination, a ballotshall be distributed to all voting representatives, which shall list allpositions and the nominees. Write-in candidates shall not be allowed andballots containing the names of people other than those nominated throughthe nominating process shall be considered illegal votes. In the event thereare three (3) or more nominees for a position and no candidate receives amajority on the first ballot a second ballot shall be taken. After the secondballot, the candidate receiving the lowest number of votes will be removedin each subsequent ballot until a majority vote has been attained.

Section 8.3 Limitation of Office Holding.

No officer or director shall hold more than one position simultaneously, and noofficer or director, except Directors of Regions, shall be eligible to serve morethan two (2) consecutive two-year terms in the same position. (99F-3) Service ofless than a two-year term shall be considered a full term.

Resolution 12-2

WHEREAS, NFPA association members wish to have the right to fill any vacancies which occur in an officer position, other than NFPA’s President.

NOW THEREFORE, BE IT RESOLVED, that Section 8.2 of the Bylaws be amended to read in its entirety as follows:

Section 8.2 Election and Term of Position.

Officers and directors (except directors of Regions) shall be elected at the annual policy meeting in accordance with the provisions of this Article and the nominations committee guidelines. Each such officer and director shall be elected for a term of two (2) years, or until his/her successor is elected or appointed as set forth in Section 8.5 or he/she is removed as set forth in Section 8.15. Notwithstanding the foregoing, an officer’s or director’s term may be for less than two (2) years as necessary to fill a vacancy and keep the staggered terms in effect. The terms of such officers and directors shall be staggered so that approximately an equal number of such officers and directors have terms that expire each year. In order to implement continuity in the Board of Directors, beginning in 2006, the term of the directors shall be as follows:

a. The following officers and directors shall serve from their election in 2006 until the annual policy meeting in 2007. At the annual policy meeting in 2007, these officers and directors shall be elected for a term of two (2) years expiring in 2009.

Thereafter, these officers and directors shall be elected every two (2) years in odd-numbered years.

Vice President & Director of Profession Development

Vice President Director of Membership

Vice President Director of Marketing

Treasurer & Director of Finance

b. The following officers and directors shall serve for a term of two (2) years from their election in 2006 until the annual policy meeting in 2008. Thereafter, these officers and directors shall be elected every two (2) years in even-numbered years.

President

Vice President & Director of Positions and Issues

Secretary & Director of Operations

Vice President and Director of Paralegal Certification

c. Each officer's term of office shall begin at the close of the annual policy meeting at which he/she is elected, or at such time as the officer may be elected to fill a vacancy. In the event there is only one nomination for a position, after nominations from the floor of the annual policy meeting, the election may be by voice vote. After all nominations have been made and the nominees have accepted the nomination, a ballot shall be distributed to all voting representatives, which shall list all positions and the nominees. Write-in candidates shall not be allowed and ballots containing the names of people other than those nominated through the nominating process shall be considered illegal votes. In the event there are three (3) or more nominees for a position and no candidate receives a majority on the first ballot a second ballot shall be taken. After the second ballot, the candidate receiving the lowest number of votes will be removed in each subsequent ballot until a majority vote has been attained.

FURTHER RESOLVED, that Section 8.5 of the Bylaws be amended to read in its entirety as follows:

Section 8.5 Vacancies.

In the event the office of president becomes vacant, the vice president and director of profession development shall automatically become president for the unexpired portion of that term. In the event the vice president and director of profession development is unable to become president, the vice president and director of positions and issues shall fill the position. In the event that the vice president and director of positions and issues is unable to become president, the vice president and director of membership shall fill the position.

Except for the vacancy in the position of director of a region, which vacancy shall be filled pursuant to Section 6.9 of these Bylaws, vacancy replacements for any other officer and director position shall be filled for the remainder of the unexpired term of office by a majority vote of the voting member associations in accordance with special election procedures set forth in NFPA’s Procedures Manual. If the vice president and director of profession development or the vice president and director of positions and issues completes the unexpired term of the president or if an appointment to an office is made, Section 8.3 hereof shall not be considered in determining any time limitations.

FURTHER RESOLVED, that the Nominations Committee is hereby charged to develop special election procedures to fill any NFPA Board vacancy which occurs during the Board member’s term of office, excluding the president and region director positions; such procedures will be submitted to the NFPA Board for approval no later than the 2013 summer Board meeting and shall become effective upon approval by a majority vote of the voting member associations at the 2013 annual convention.

FURTHER RESOLVED, that after December 31, 2013, special elections will be held for all NFPA Board vacancies that occur due to a NFPA Board member not completing their term of office, excluding the NFPA President.

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