Bylaws

Bylaws of North Texas Paralegal Association

March 2003
Table of Contents
ARTICLE 1. Name
ARTICLE 2. Definitions
ARTICLE 3. Objectives & Purposes
ARTICLE 4. Policy
ARTICLE 5. Annual and Fiscal Year
ARTICLE 6. Membership
ARTICLE 7. Meetings
ARTICLE 8. Officers
ARTICLE 9. Appointment of Committees
ARTICLE 10. Committees and Their Duties 14
ARTICLE 11. Code of Ethics
ARTICLE 12. Amendment to Bylaws
ARTICLE 13. Parliamentary Authority
ARTICLE 14. Dissolution
ARTICLE 15. Retention
ARTICLE 16. Remote Communication and Electronic Transmission

ARTICLE 1. Name

The name of this association shall be North Texas Paralegal Association, hereinafter sometimes referred to as “Association” and/or “NTPA”. The Association shall be affiliated with the National Association of Legal Assistants, Inc., hereinafter sometimes referred to as “NALA”.
The Association adopts the following Mission Statement:
“The North Texas Paralegal Association is dedicated to the advancement and betterment of the legal assistant profession by promoting the benefits of effective and increased utilization of legal assistants. North Texas Paralegal Association promotes high ethical standards for its membership and supports a voluntary national certification to identify legal assistants and/or paralegals who have demonstrated a high degree of competency in the profession and promotes continuing legal education for its members. North Texas Paralegal Association is dedicated to providing a network of professional support to legal assistants in their careers.”

ARTICLE 2. Definitions

2.1 The following terms used in these Bylaws shall have the following meanings (unless otherwise expressly provided herein):
“ABA” means American Bar Association.
“CLA” means Certified Legal Assistant.
“CLE” means continuing legal education and is defined as participatory on-site attendance, in-house, video, Internet, CD ROM, and national and state association approved.
“NTPA” means the North Texas Paralegal Association.
“Legal Assistant” means “legal assistant” and /or “paralegal”, as recognized by the Texas State Bar and the American Bar Association, are used and acknowledged as interchangeable for the purposes of these Bylaws.
“NALA” means the National Association of Legal Assistants.
“NFPA” means the National Federation of Paralegal Associations.
“PACE” means the Paralegal Advanced Competency Exam.
“RP” means PACE Registered Paralegal.
“TBLS” means the Texas Board of Legal Specialization.

ARTICLE 3. Objectives & Purposes

The objectives and purposes of the Association are the following:
3.1 To further education among members of the legal assistant profession.
3.2 To encourage a high order of ethical and professional attainment.
3.3 To establish good fellowship among Association members, the National Association of Legal Assistants, Inc., and members of the legal community.
3.4 To cooperate with state and local bar associations and law related professional associations.
3.5 To promote professional growth and recognition of the legal assistant profession.
3.6 To promote the exchange of information regarding duties, functions and responsibilities particular to the paralegal profession.
3.7 To support and carry out the programs, purposes, aims and goals of the National Association of Legal Assistants, Inc.

ARTICLE 4. Policy

The Association shall be nonsectarian, nonpartisan, nonprofit and nonunion. No actions or programs may be initiated or undertaken (now or in the future) in conflict with the bylaws of the National Association of Legal Assistants, Inc. or of the policies of that association.

ARTICLE 5. Annual and Fiscal Year

The annual and fiscal year of the Association shall begin January 1 and end December 31.

ARTICLE 6. Membership

6.1 Classes of Members
The Association shall have four (4) classes of members. The designations, qualifications and right of each class shall be as follows:
A. Active Member: Any individual who meets at least one (1) of the following requirements may become a voting member. A voting member shall be entitled to one (1) vote on all matters which require the vote of the members of the Association and shall have the right to make motions and hold office subject to the further requirements set forth under Article 8, Section 8.1 hereof.
A.1 Any individual who has successfully completed the CLA voluntary certification examination given by NALA and who has been employed full time as a legal assistant for at least one (1) year or has been employed part-time as a legal assistant for at least two (2) years.
A.2 Any individual who has successfully completed the voluntary certification examination given by the TBLS and who has been employed full time as a legal assistant for at least one (1) year or has been employed part-time as a legal assistant for at least two (2) years.
A.3 Any individual who has successfully completed the PACE voluntary certification given by the NFPA and who has been employed full time as a legal assistant for at least one (1) year or has been employed part-time as a legal assistant for at least two (2) years.
A.4 Any individual who has successfully completed associate’s, bachelor’s or higher degree in Legal Assistant/ Paralegal Studies and who has been employed full time as a legal assistant for at least one (1) year or has been employed part-time as a legal assistant for at least two (2) years.
A.5 Any individual who has successfully completed an ABA approved program of education and training for legal assistants and who has been employed full time as a legal assistant for at least one (1) year or has been employed part-time as a legal assistant for at least two (2) years.
A.6 Any individual who has attained a Bachelor’s Degree in any field from an institutionally accredited college or university and paralegal certificate from an ABA-approved program and who has been employed as a legal assistant for at least one (1) year or has been employed as a legal assistant part-time for at least two (2) years.
A.7 Any individual who has successfully completed a legal assistant program that consists of at least fifteen (15) semester hours of substantive legal courses and who has been employed as a legal assistant for at least one (1) year or has been employed as a legal assistant for at least two (2) years.
A.8 Any individual who has three (3) years of full time employment as a legal assistant/paralegal and ten (10) hours of CLE in the last calendar year.
A.9 Any individual who meets the requirements for active membership must agree to complete (10) hours of CLE in the next calendar year.
B. Associate/Student Member: Any individual who meets at least one (1) of the following requirements may become an associate/student member. Associate/student members shall not be entitled to vote on matters that require the vote of the members of the Association and shall not have the right to make motions or hold office.
B.1 Any individual who is presently employed as a coordinator, supervisor, or instructor of the legal assistant program within my firm, company or agency.
B.2 Any individual, who meets the criteria for active membership, but does not wish to maintain the required ten (10) hours of CLE in the next twelve (12) months.
B.3 Any individual who is not employed full-time as a legal assistant but has achieved certification by NALA, NFPA or the TBLS.
B.4 Any individual who is currently employed by an ABA approved program providing education and training for legal assistants.
B.5 Any individual who is currently enrolled in a legal assistant program in which the applicant will earn a Bachelor’s Degree. The Program consists of a minimum of sixty (60) semester hours of which fifteen (15) are substantive legal courses.
B.6 Any individual who is currently enrolled in a legal assistant program in which the applicant will earn an Associate’s Degree. The Program consists of a minimum of sixty (60) semester hours of which fifteen (15) are substantive legal courses.
B.7 Any individual who is currently enrolled in a legal assistant program that consists of fifteen (15) semester hours of substantive legal courses.
C. Sustaining Member: Any individual who meets at least one (1) of the following requirements may become a Sustaining Member. Sustaining members shall not be entitled to vote on matters which require the vote of the members of the Association and shall not have the right to make motions or hold office.
C.1 Any corporation, agency, law firm, legal assistant education agency, legal assistant program, or institution of higher learning that is interested in supporting NTPA.
C.2 Any member of a bar association that endorses the legal assistant concept or is involved in the advancement of the legal assistant profession.
D. Honorary Member: Any individual who endorses the paralegal concept or is actively involved in the promotion of the paralegal profession. Approval for membership is subject to a majority vote of the Board of Directors.
Honorary members shall not be entitled to vote on matters which require the vote of the members of the Association and shall not have the right to make motions or hold office.
6.2 Admission Procedure
Application for voting or non-voting membership shall be made on a form approved by the Board of Directors. The completed application shall be submitted to the Membership Committee for approval and processing. Payment of dues is prerequisite to membership.
The membership application forms must clearly state that the Association is an affiliated association of NALA and that all members are bound by the NALA Code of Ethics and Professional Responsibility in addition to the Code of Ethics adopted by the Association.
Any applicant denied membership approval by the Membership Committee may appeal to the Board of Directors upon written request to the President of the Association.
6.3 Annual Dues
The annual dues of the Association shall be determined by the Board of Directors or by a committee designated by the Board of Directors to make such determination.
Each member shall pay annual dues on or before October 1 of each year. If any member shall be in default in the payment of dues by the last day of October of such year, the Membership Committee shall cause notice thereof to be sent to the member. If any member shall be in default in the payment of dues for a period of two (2) months, that individual’s membership may be terminated at the discretion of the Board of Directors.
Membership terminated for non-payment of dues may be reinstated at any time upon payment of the full dues for the current year, in addition to a late charge in an amount determined by the Board of Directors.
6.4 Rejection of Membership Applications
An application for any class of membership shall be rejected by the Membership Officer if (1) the applicant has not met any one or more of the qualifications as set out in Sections 3.4 through 3.6 or (2) the applicant has been convicted of a felony.
6.5 Removal from Membership
The Board of Directors shall cancel the membership of any member by a majority vote upon determining that such member has (1) been convicted of a felony, or (2) violated the Code of Ethics and Professional Responsibility of this Association. Additionally, the Board of Directors may cancel the membership of any member by majority vote upon determining that such member has (a) been guilty of conduct and substantially to injure the good name of this Association, or (b) failed to maintain a high standard of professional ethics, which in either case would have been deemed sufficient for a rejection of membership application. Right to appeal shall be as provided in these Bylaws or as hereafter provided for in the Standing Rules of this Association and not otherwise.
6.6 Appeal from Cancellation of Membership
Any individual whose membership shall have been canceled may make written appeal for reinstatement as follows:
A. To the Board of Directors, which appeal shall be considered and passed upon at the next annual, regular, or special meeting of the Board of Directors held thirty (30) days or more thereafter. Appellant shall have the right to appear before the Board of Directors at said meeting.
B. To the membership, by forwarding written notice of appeal to the Secretary at the principal office of the Association not less than ninety (90) days prior to the date of the next annual meeting. Such notice shall be placed upon the agenda of the next annual meeting as one of the items of regular business scheduled. The membership will be reinstated only upon majority vote at such meeting.
C. No individual whose membership shall have been cancelled under Section 6.5 above shall have the right to apply for reinstatement more than one (1) time.
D. No individual whose membership shall have been cancelled and whose application for reinstatement shall be pending shall exercise any rights of membership pending the determination of such application.
6.7 Resignation of Members
A member may resign at will by submitting a written resignation to the President or a member of the Board of Directors. Such resignation shall be deemed to be effective when accepted either by the Board of Directors or by the Executive Committee if it has no effective date stated therein, and dues for the current year will be forfeited.
6.8 Transfer of Membership
Membership in the Association may not be transferred or assigned.

ARTICLE 7. Meetings

7.1 Annual/Regular Meetings
The annual meeting of the members shall be held each year in October or at such other time as may be determined by the Board of Directors for the purpose of electing officers, considering proposed bylaw amendments, considering proposed resolutions, hearing reports of all officers and committee chairpersons, and adopting a budget for the ensuing financial year.
Regular meetings of the members shall be held from time to time as deemed necessary by the Board of Directors.
Notice of any annual meeting shall be in writing to all members of record at least thirty (30) days prior to the meeting, and shall contain the slate of officer nominations.
7.2 Voting
Each voting member of the Association shall be entitled to one (1) vote on each matter that is submitted to a vote of the membership or may designate in writing a vote by proxy.
7.3 Members Qualified to Vote
Only active members in good standing 30 days before the annual or special meeting shall have been called to order shall be qualified to vote at membership meetings or upon other matters coming to the members for action. NO active member who is delinquent in the payment of any dues or other assessments shall be qualified to vote. In no event shall student or associate members vote.
7.4 Voting by Individual Proxy
At any meeting of the membership of the Association, any active member shall have the right to vote either in person or by individual proxy. A member may appoint another active member by an appropriate written designation and proxy. Any such individual proxy shall be valid only for that single meeting for which it shall have been given and not otherwise. No person shall solicit any proxies and proxies obtained by such solicitation may not be used at any membership meeting nor shall the same be accepted by the Secretary. Any individual proxy shall be deemed filed by a member with the Secretary when received fourteen (14) days prior to the annual meeting. Any individual proxy shall be deemed filed by a member with the Secretary when received five (5) days prior to the special meeting.
7.5 Written Ballot
By a majority vote of the quorum present, any proposition before a meeting of the membership shall be taken by written ballot. The motion for written ballot shall take precedence over any pending question, proposition or motion before the meeting. If such motion shall carry, then the ballot on such pending question, proposition or motion shall be by written ballot, which ballot shall not require the identification of the active member, delegate or proxy voting.
7.6 Majority Defined
At any meeting of the membership, all questions properly before such meeting shall be determined by a simple majority vote of the quorum present, except as shall otherwise be required by the authority documents or by any contrary specific provision of these Bylaws. Voting by proxy shall be included in determining majority vote.
7.7 Quorum Defined
At all general business meetings of the Association those voting members in good standing, present in person or by proxy shall be sufficient to constitute a quorum, provided not less than five (5) percent of the voting members shall be present. in no case shall fewer than ten (10) voting members constitute a quorum.
In absence of a quorum, the members present in person or by proxy may adjourn such meeting by majority vote of those present, without notice other than (a) an announcement to such effect, and (b) then posting a notice of such continuance on the outside of the principal entry to the place of meeting and continuing such posting for not less than twelve (12) hours thereafter, designating the continuance of the meeting to a time and place specified until a quorum shall attend. The Board of Directors or Executive Committee may adjourn and continue for an interim not to exceed three (3) days; provided, however, that should the Board of Directors or Executive Committee determine the meeting cannot then be held, additional like adjournments or continuances may be permitted. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have earlier been transacted at the meeting as originally called.
7.8 Special Meetings
A special meeting of the members may be called by the Board of Directors or by ten (10) percent of the voting membership. It shall be the duty of the Secretary to fix the time of the meeting within five (5) days of the request, which shall be held not more than fifteen (15) days after receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the Board of Directors shall be empowered to do so.
7.9 Place and Time of Meeting
The Board of Directors may designate the place and time for any annual/regular or special meeting called by the Board of Directors or the membership in accordance with Article 7, Section 7.8.
7.10 Notice of Meeting
Written notice stating the place, date and hour of any meeting of the Board of Directors shall be distributed either personally or by United States mail, email, facsimile or telephone to each member. Publication of the notices will be made whenever possible. Telephone notice shall not be sufficient except in the case of an emergency, which shall be defined as any situation which requires action within five (5) business days. Notice of a meeting shall be deemed delivered when deposited in the United States Mail, addressed to the member at his/her address as it appears on the records of the Association, with postage prepaid, or when sent via electronic means.
7.11 Continuing Education
The Association shall 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 (the) NALA. These programs may, but not necessarily, be held in connection with a regular meeting of the membership.

ARTICLE 8. Officers

8.1 Board of Directors and Officers
The governing body of the Association shall consist of a Board of Directors. The President, President-Elect, Vice Presidents, Secretary, Treasurer, NALA Liaison and Chair of the Newsletter Committee shall automatically be members of the Board of Directors. The Board of Directors may exercise all of the powers, authority and discretion which alternatively may be exercised by the members except such as are by statute or by the other provisions of these Bylaws either specifically reserved to the membership or alternatively are delegated to the officers. The Board of Directors may conduct its business by mail or by meetings. In the event of a mail vote, the majority vote of the members of the Board of Directors shall be required to approve any action thereof. For purposes of this Bylaw, mail vote is deemed to include United States mail, or any electronic version thereof, including but not limited to email or facsimile transmissions.
8.2 Officers and Qualifications
The officers of the Association shall be chosen by the voting members of the Association at the annual meeting and there shall be a President, a President-Elect, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and a NALA Liaison, and such other officers as the needs of the Association may require from time to time. In order to qualify for nomination as an officer, an individual must be actively employed as a legal assistant and a voting member of the Association.
Termination of employment that does not exceed six (6) months shall not require an officer to resign from his/her position with the Association. No member of the Association serving as an officer may hold concurrent positions as another officer of the Association, unless appointed by the Board of Directors in order to fill a vacancy.
The Executive Committee shall be composed of elected officers and the Parliamentarian.
A Parliamentarian shall be appointed by the President with the approval of the Executive Committee and shall be a non-voting member of the Executive Committee.
Any member who has been convicted of a felony during a term of membership shall be prohibited from serving as an officer or committee chairperson of the Association.
8.3 Quorum
A majority of the entire Board of Directors shall constitute a quorum and shall be requisite at all meetings of the directors for the transaction of any business. Except as shall otherwise be provided for in these Bylaws, the vote by a majority of the quorum at any duly called meeting, the directors present by majority vote and without further notice other than announcement may adjourn the meeting from time to time until a quorum shall attend. The Board of Directors or Executive Committee may adjourn and continue for an interim not to exceed three (3) days; provided, however, that should the Board of Directors or Executive Committee determine the meeting cannot then be held, additional like adjournments or continuances may be permitted. Any business may be transacted at such adjourned meeting which might have been transacted at the meeting as originally called.
8.4 Duties of Officers
All officers shall be required to attend Board meetings and special meetings which are deemed by the President to be mandatory meetings. Any officer, either elected or appointed, who fails to fulfill the prescribed duties, including the attendance at meetings, without a showing of good cause for such failure, may be removed from office by the Executive Committee pursuant to the provisions of Section 8.7.
A. President
The President shall preside over all Executive Committee meetings, Board of Directors meeting, and membership meetings. The President shall be the chairman of the Executive Committee, and shall be the advisor and liaison to all other committees except the Nominations and Elections Committee. The President shall appoint special committee chairpersons as provided in these bylaws. The President shall pass files to his/her successor no later than seven (7) days after the annual meeting and shall cause other officer and chairperson files to be passed to the respective successors. The President shall be an ex-officio (non-voting) member of all committees except the Nominations and Elections Committee. The President may cast a vote in committee matters only for the purpose of breaking a tie.
B. President-Elect
The President-Elect shall serve as President in the fiscal year following the annual year of that officer’s election as President-Elect and shall succeed the President should the position become vacant for any reason. If the President-Elect succeeds the President because of a vacancy in the office during the year of that officer’s election, he or she shall nevertheless be entitled to serve as President for the full year following the election for which he or she was elected President-Elect.
The President-elect shall assist the President in coordinating organizational activities, serve as the advisor/liaison and a member of the Finance and Budget Committee, chair the Bylaws Committee, and perform such other duties as may be requested from time to time by the Executive Committee.
Should the President-Elect be required to succeed the President because of a vacancy in the office, the duties of the President-Elect shall be assumed by the First Vice President which the exception of serving as president for the next fiscal year.
C. First Vice President – Membership
The First Vice President shall chair the Membership Committee and shall act as advisor and liaison for the Audit Committee and Job Bank Committee. The First Vice President shall perform such other duties as the Executive Committee may prescribe and the President may delegate.
D. Second Vice President – Education
The Second Vice President shall chair the Education and Seminars Committee and shall serve as advisor and liaison to the Nominations and Elections Committee. The Second Vice President shall perform such other duties as the Executive Committee may prescribe and the President may delegate.
E. Secretary
The Secretary shall attend all meetings of the Board of Directors, the Executive Committee, and the membership; shall keep or cause to be kept a record of all the votes of the Association and the minutes of all the transactions in a book designated for that purpose; shall prepare the annual report of the Association for presentation at the annual meeting; and shall perform such other duties as may be prescribed by the Executive Committee and the President, including giving notice of meetings. Association minutes of any meeting shall be available to the NALA president upon request. The Secretary shall also serve as advisor/liaison to the Credentials Committee.
F. Treasurer
The Treasurer shall deposit all Association funds and make all Association disbursements, subject to the approval of the Board of Directors and as provided in the budget. The Treasurer shall be the chairperson of the Finance and Budget Committee, which shall prepare a budget for the ensuing fiscal year, to be adopted by the Board of Directors. The Treasurer shall submit a written financial report at each regular meeting of the Board of Directors to be attached to the official minutes as part of the permanent record. The Treasurer shall prepare and file all reports required by local, state and federal governments. At the direction and discretion of the Board of Directors, the Treasurer is responsible for obtaining a security bond for the fiscal year covering the Treasurer and the President in an amount to be determined. The Treasurer shall be responsible for preparing and filing all papers and reports required by law as necessary to maintain the corporate status, if any, of the Association. The Treasurer shall be responsible for keeping a current roster of membership and reporting the membership annually to NALA with the renewal fee for continued affiliation with NALA, and for keeping a copy. The immediate past Treasurer will be a member of the Audit Committee.
G. Parliamentarian
The Parliamentarian shall attend all meetings and render opinions on parliamentary procedure upon request of the President. This officer shall be familiar with the Association’s bylaws and Robert’s Rules of Order, Newly Revised.
H. NALA Liaison
The NALA Liaison shall be a NALA member, shall be familiar with the NALA bylaws and Standing Rules, shall receive minutes of all NALA meetings, and shall represent the Association at the NALA annual meeting of affiliated associations. This officer shall report quarterly on Association activities to the NALA affiliated association’s director on forms provided by NALA headquarters, and shall report all officers’ names to NALA headquarters and the NALA affiliated association’s director.
8.5 Nominations and Elections of Officers
Not less than seventy-five (75) days prior to the annual meeting, the President shall appoint a Nominations and Elections Chair. Not less than sixty (60) days prior to the annual meeting, the Second Vice President, as advisor/liaison to the Nominations and Elections Committee, shall ensure that names are solicited by the chair for inclusion on the ballot. Such nominees must be voting members of the Association actively employed as paralegals. A list of nominees together with their qualifications will be submitted to the voting membership at least thirty (30) days prior to the annual meeting.
Voting shall be by ballot at the annual meeting, except when there is but one candidate for any office. In that event, if there is no objection, the election for that office may be by hand or voice vote. Prior to the submission of the ballot at the annual meeting, the President shall appoint a Judge and two (2) tellers for the purpose of tallying the votes, including all votes by proxy. The Judge shall certify the results of said vote to the President, who shall announce the results to the assembly. Majority shall elect. In the event of a tie, the voting members/delegates shall immediately proceed to vote by ballot to dissolve such tie. Should a third ballot fail to break the tie, the winner shall be determined by lot.
Names of newly elected or appointed officers shall be submitted by the NALA Liaison to NALA headquarters and the NALA affiliated associations director at least thirty (30) days after election and/or appointment.
8.6 Term of Office
The President, President-Elect, First Vice President, Second Vice President, Secretary, Treasurer and NALA Liaison shall be elected at the annual meeting of the membership and shall hold their office for one (1) year or until their successors are duly elected and qualified. No member shall hold the same office for more than two (2) consecutive years.
8.7 Removal from Office
Any officer, elected or appointed, may be removed from office for cause by an affirmative vote to such effect of two-thirds (2/3) of all of the then duly-elected, appointed and qualified members of the Executive Committee. Good cause shall be defined as having: (a) been convicted of a felony; or (b) violated the Code of Ethics of the Association. Additionally, the Executive Committee may cancel the membership of any officer by a majority vote and upon determining that such member has (a) been guilty of conduct that actually and substantially injures the good name of the Association; or (b) 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 the member’s membership application; or (c) for any substantial neglect of duty, including failure to attend Board of Directors meeting as delineated in Section 8.3 of these Bylaws; or (d) any physical or mental disability or illness such as will prospectively render such officer unable to promptly resume the performance of their duties within reasonable time; or (e) such unethical, illegal, or immoral conduct by such officer which, together with the attendant publicity, will reflect unfavorably upon the Association.
8.8 Resignation
Any officer of the Association may resign at any time by giving written notice to the President or the Board of Directors. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
8.9 Vacancies
Vacancies for any elected office in the Association shall be filled by nomination by the President and approved by the Board of Directors and each person so approved shall remain as an officer until the election of the successor by the members at the annual meeting called for that purpose.
8.10 Annual Reports
All elected officers shall provide written annual reports to the Board of Directors and at other times as the Board of Directors determines.

ARTICLE 9. APPOINTMENT OF COMMITTEES

9.1 Establishment
The Board of Directors may establish committees to exercise powers and authority to the extent provided by the resolution of the Board of Directors. Each committee so formed shall serve at the pleasure of the Board of Directors, except those committees specified in Section 10.1
9.2 Limit of Committee Authority and Action
Unless specifically so authorized by appropriate resolution of the Board of Directors, no standing or special committee shall preempt the stated authority and function of any officer of the Association. No standing or special committee shall represent the association nor hold itself out as being vested with any authority without the specific authorization of the Board of Directors. No such committee shall likewise incur any financial obligations nor enter into any contract for this Association without the prior specific authorization of the Board of Directors therefore.

ARTICLE 10. COMMITTEES AND THEIR DUTIES

10.1 Standing Committees
The Board of Directors of the Association shall establish the permanent committees listed below. Special committees and committee chairs may be appointed by the Board of Directors through the President, as needed.
A. Audit: (First Vice President as advisor/liaison; immediate past Treasurer as member)
B. Bylaws: (President-Elect as chair)
C. Credentials: (Secretary as advisor/liaison)
D. Education/Seminars: (Second Vice President as chair)
E. Ethics: (NALA Liaison as advisor/liaison)
F. Finance and Budget: (Treasurer as chair; President-Elect as member; immediate past Treasurer as member)
G. Job Bank: (First Vice President as advisor/liaison)
H. Membership: (First Vice President as chair)
I. Publications: (President as advisor/liaison; Public Relations Chair as member)
J. Nominations and Elections: (Second Vice President as advisor/liaison)
K. Public Relations: (President as advisor/liaison; Publications Chair as member)
10.2 Standing Committee Chairs
The President shall appoint such standing committee chairs whose appointment is not otherwise provided for in these Bylaws, subject to the approval of the Executive committee.
10.3 Duties
The duties of the standing committees shall be as follows:
A. Audit. It shall be the duty of this committee to insure that an audit is conducted of the Association’s books each fiscal year, and to provide a copy of the auditor’s report to the membership at the annual meeting.
B. Bylaws. It shall be the duty of this committee to review the Bylaws from time to time, as determined by the President or the Board of Directors, for the purpose of amending or revising same. This committee shall insure that copies of the proposed Bylaw amendments, if approved by the Board of Directors, are duly submitted to the membership for approval, in compliance with Article 7 herein.
C. Credentials. It shall be the duty of this committee to oversee the election of officers and any other votes which may come before the membership at the annual meeting.
D. Education/Seminars. It shall be the duty of this committee to supervise the planning and presentation of the CLE offered by the Association at its monthly meetings, as well as any other seminars for legal assistants as the Board of Directors may designate. The chair shall have express authority to appoint such committee members as may be necessary to carry out the duties of this committee.
E. Ethics. It shall be the duty of this committee to report any violations of the Code of Ethics adopted by the Association to the Board of Directors for the appropriate action. The Chair of this committee shall automatically be a member of the special committee appointed by the President to investigate membership suspensions or cancellations.
F. Finance and Budget. It shall be the duty of this committee to prepare the annual budget for approval by the Board of Directors. This committee will also be responsible for preparing the budget report for presentation at the annual meeting.
G. Job Bank. It shall be the duty of this committee to insure that all job openings are duly posted or distributed to the membership, by either printing them in the newsletter, posting them on the web site, or by such other means as the Board of Directors shall deem appropriate.
H. Membership. It shall be the duty of this committee to duly receive and consider all applications for membership and maintain a current list of members, which shall be available to both the Board of Directors and any member in good standing. This committee shall also be responsible for insuring the list is updated as members earn their CLA, TBLS or RP credentials, and for insuring that the Secretary has a current list of active members for purposes of certifying voting strength nd proxy votes. This committee shall be responsible for any other duties and obligations relating to membership as the First Vice President shall deem appropriate.
I. Publications. The chair of this committee shall act as editor of the official publication and shall have charge of publishing and circulating same to the members of this association as directed by the Board of Directors and/or President.
J. Nominations and Elections. It shall be the duty of this committee to issue a call for declarations of candidacy for the offices of President, President-Elect, First Vice President, Second Vice President, Secretary, Treasurer and NALA Liaison, in compliance with Article 8, Section 8.5 herein. The Chair of this committee shall then prepare a sample ballot of the candidates and cause the same to be mailed to each member of this Association at least thirty (30) days prior to the annual meeting.
K. Public Relations. It shall be the duty of this committee to perform such tasks as deemed appropriate by the Board of Directors to promote NTPA and the legal assistant profession. It shall also be the duty of this committee to maintain the Association’s web site, and to oversee NTPA’s community outreach. 10.4
Reports
Each committee chair shall make a written annual report to the Board of Directors and to the general membership.

ARTICLE 11. Code of Ethics

Every member of the Association shall subscribe to and be bound by the Code of Ethics and Professional Responsibility of NALA and the Code of Ethics and Professional Responsibility established by the Association.

ARTICLE 12. Amendment to Bylaws

Amendment(s) shall be adopted by the affirmative vote of two-thirds (2/3) of the membership present or represented by individual proxy at the annual meeting, or at such other general or special meeting duly convened after due notice of that purpose.

ARTICLE 13. Parliamentary Authority

Robert’s Rules of Order, Newly Revised (“Rules”) shall be the parliamentary authority where applicable and where there is no conflict between said rules and the Bylaws of this Association.
In the absence of the duly appointed parliamentarian at any meeting a majority of the members of the Board of Directors present shall elect a substitute for that meeting.
Affiliation with [the] NALA is renewable each year by payment of an affiliation fee and attachment of a current membership roster. In the event of a suspension of affiliation, the Association may re affiliate with NALA by submitting a new application with membership roster, bylaws, sample of educational programs, petition and current initial fee. In addition to the renewal fee, the Association must comply with the required reports and requested procedures as outlined in these Bylaws. The annual renewal fee is payable on October 1 and delinquent on November 1. Payment received after the due date must be accompanied by a late fee penalty established by NALA.

ARTICLE 14. Dissolution

In the event of dissolution of the Association, all property and assets shall be distributed to a nonprofit charitable organization as defined by the Internal Revenue Code, to be selected by a majority vote of the remaining members of the Association, notice having been given to members of the Association and the NALA affiliated associations’ director at least fifteen (15) days prior to the meeting. In no event shall any of such property or assets be distributed to any member or private individual.

ARTICLE 15. Retention

Affiliation with [the] NALA is renewable each year by payment of an affiliation fee and attachment of a current membership roster. In the event of a suspension of affiliation, the Association may re affiliate with NALA by submitting a new application with membership roster, bylaws, sample of educational programs, petition and current initial fee.
In addition to the renewal fee, the Association must comply with the required reports and requested procedures as outlined in these Bylaws.
The annual renewal fee is payable on October 1 and delinquent on November 1. Payment received after the due date must be accompanied by a late fee penalty established by NALA.

ARTICLE 16. Remote Communication and Electronic Transmission

16.1 Electronic Transmission – Any notice of the time, place if any, and purpose of any meeting as specified in these Bylaws; any proxy given by a Member or a vote of a Committee as specified in these Bylaws shall be deemed given if delivered by electronic transmission. If notice, proxy or vote is given by electronic transmission, the notice, proxy, or vote is given when electronically transmitted to the individual entitled to receive the same in a manner authorized by the Association. Electronic transmission shall be as defined in the Texas Business Corporations Act.
16.2 Remote Transmission – If an individual or proxy holder may be present and vote at a meeting by remote communication, the individual or proxy holder shall be given notice of the means of remote communication allowed.
16.3 Electronic Meetings – The Officers, Committee Members as specified in the Bylaws and Members may participate in a meeting by means of conference telephone or similar communications equipment by means, of which all persons participating in the meeting can communicate with each other. 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 authority documents, or these Bylaws, a meeting as specified in this Section may be conducted solely by means of remote communication.