Bylaws

 AMENDED AND RESTATED

BYLAWS OF THE

 SAN DIEGO PARALEGAL ASSOCIATION

ARTICLE I

 NAME

             The name of this association has been changed from San Diego Association of Legal Assistants to the San Diego Paralegal Association (“Association”).

 ARTICLE II

 PURPOSES AND LIMITATIONS

 General and Specific Purposes

 The Association’s purpose is to advance the development of the paralegal profession and to provide continuing education programs for paralegals as members of the legal community.  In context of its specific purpose, the Association shall:  (i) provide continuing education seminars to the membership; (ii) establish and maintain communications with other paralegal associations on local, state and national levels; (iii) foster communications with the local, state and national bar associations; (iv) promote a positive outlook on the profession and encourage the development and growth of both the individual paralegal and the paralegal profession; (v) encourage a high order of ethical and professional attainment; and (vi) support the programs, purposes, aims and goals of the National Association of Legal Assistants, Inc. (“NALA”).

Paralegal Ethical Guidelines

 Members of the Association as defined in Article III below shall be bound by: (i) the ABA Model Rules of Professional Conduct as codified in the Annotated Model Rules of Professional Conduct; (ii) the California State Bar Rules of Professional Conduct (iii) the Code of Ethics of the California Alliance of Paralegal Associations (“CAPA”); and (iv) the Code of Ethics and Professional Responsibility of NALA (the “NALA Code”).  In addition to the guidelines stated herein, any other code so adopted by the Directors is incorporated herein in its entirety.

 ARTICLE III

 Members

             Section 1.  CLASSES:  The members of this association shall be divided into the following classes:

(a)          VOTING:  These members shall have the right to vote, set forth in these bylaws, on the election of officers and directors, on the disposition of all or substantially all of the association’s assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the association.  In addition, these members shall have all rights afforded members under the California Nonprofit Mutual benefit Association Law.

CONDITIONS FOR VOTING MEMBERS:  Voting members must be currently employed full-time as a paralegal as defined by California B & P Code §6450 (c).

(b)               ASSOCIATE:   Associate members are ineligible to hold office, make motions or vote.  All persons who are presently either: (i) a paralegal as defined by California B & P Code §6450(c), but not currently working full-time as a paralegal; or (ii) in the first six months of in-house training as a paralegal; or (iii) anyone who does not meet the criteria of a voting member and who is either a practicing attorney, legal secretary or legal administrator.

(c)                SUSTAINING:  Any person, business or professional firm or non-political, non-religious organization interested in supporting the purposes of the association who contributes an amount to the association to be determined annually, may qualify as a Sustaining Member.  Sustaining Members are ineligible to hold office, make motions or vote.

(d)               STUDENT:  Student members are ineligible to hold office, make motions or vote.  These are members who are either  (1) currently enrolled in a paralegal training program or (2) a current graduate of a paralegal training program who is currently seeking, but has not yet secured employment within one year of the date of the completion of a paralegal training program.

 ARTICLE IV

 Application for Membership

             Applications for membership must be in writing and shall be presented to the membership committee as defined in Article XV, Section 1(d) for approval.  The membership committee chairperson shall notify the applicant regarding the decision of the membership committee.

Each member shall submit an application for Membership on forms approved by the Association, which shall clearly state that the Association is an affiliated association of NALA and that all Voting Members are bound by the NALA Code (as provided to such Member upon application).

All applications for voting and student membership shall be verified by the applicants.  Applications for (i) voting memberships shall be accompanied with evidence of compliance of B & P Code § 6450(c); and (ii) student memberships shall be accompanied by evidence of matriculation or a letter from the paralegal program director.

 ARTICLE V

 Dues

             Each Member must pay within the time and on the conditions set forth by the Directors, a full year’s dues of the membership class that they are qualified for, in the amount to be fixed from time to time by the Board.  All Member’s dues shall become payable on the last day of the month preceding the month in which the renewing Member joined the Association.

 ARTICLE VI

 Termination of Members

             A membership shall terminate on the occurrence of any of the following events:

(a)                Resignation of the member;

(b)               Expiration of the period of membership, unless membership is renewed on the renewal terms fixed by the board;

(c)                Failure of the member to pay dues as set by the board within 45 days after they become due and payable;

(d)       The occurrence of any event invoking the provisions of Articles III or VII herein, or for cause or conduct unbecoming, pursuant to California Business and Professions Code Section 6451; such decisions to terminate shall be made upon a quorum (as defined in section 7 of article XI) vote of the Directors after review of the circumstances specific to each case.

(d)               Termination of membership based on the good faith determination by the Directors, or person authorized by the Board to make such a determination, that the Member has: (i) failed in a material and serious degree to observe the rules of conduct or the paralegal ethical guidelines of the Association; (ii) engaged in conduct materially and seriously prejudicial to the Association’s purposes and interests; or (iii) violated the NALA Code as defined in these Bylaws.

 ARTICLE VII

 Change in Membership Status

             In the event a Voting Member fails to satisfy the membership qualifications set forth in Article III Section 1(a) of these bylaws and continues to do so for a period of longer than 3 months, that member shall be required to provide notification to the board of such disqualification.  Upon receipt of notification, said Voting Member shall become an Associate Member until such time as that member meets the qualifications for voting membership.

 ARTICLE VIII

 Transfer of Membership

             No membership or right arising from membership shall be transferable to another person.

 ARTICLE IX

 Membership Meetings

             Section 1.        GENERAL:  The general meetings of this association shall be held monthly unless otherwise called by the board.

The Association shall hold a minimum of four (4) educational events or a total of ten (10) hours of continuing education during each fiscal year in order to maintain affiliation with NALA.  These programs may be held in connection with a general meeting of the membership.

Section 2.        ANNUAL:  An annual meeting of the members shall be held during the month of November either at the regularly scheduled meeting or on a date at a time set by the board for the purpose of electing officers, receiving annual reports of officers and committees and for other business that may come before the membership.

Section 3.        SPECIAL:  Special meetings may be called by the President or the Board, or if they are unwilling to act, by another officer, or at the request of a majority of the board or at the written request of ten percent (10%) or more of the Voting Members submitted to an officer of the association.  The officer receiving the request shall cause notice to be given promptly to the members entitled to vote in accordance with Article X of these bylaws, stating that the meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least fifteen (15) but not more than thirty (30) days after the request.  If the notice is not given within ten (10) days after the request is received, the person or persons requesting the meeting may give the notice.  Nothing in this Section shall be construed as limiting, fixing or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

Section 4.        VOTING RIGHTS:  Only persons who are listed as Voting Members on the Association’s records are entitled to vote on the day of any meeting of members or upon any record date declared for such meeting or upon the record date for notice declared for such meeting.  Each voting member shall have one (1) vote.  Absentee ballots may be obtained prior to the annual meeting of the association from the Secretary of the Association.  Completed ballots must be received by the Secretary of the Association prior to the annual meeting.

Section 5.        QUORUM:  Fifteen percent (15%) of the members entitled to vote shall be requisite and shall constitute a quorum at all the meetings of the members for the transaction of business unless otherwise provided by law or by these bylaws.

Section 6.        ACTION BY MEMBERS WITHOUT A MEETING:  Unless otherwise provided by these bylaws, any action which may be taken at any regular meeting of members may be taken without a meeting if a written ballot is distributed to every member entitled to vote on the matter.  Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal and specify a reasonable time within which to return the ballot in order to be counted.  Further, any such solicitation shall indicate the number of responses needed to meet the quorum requirement and shall state the percentage of approvals necessary to pass the measure submitted.

 ARTICLE X

 Manner of Giving Notice

             Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than thirty (30) days before the meeting date.  The notice shall be given by first-class mail, electronic mail or by other means of written communication; charges prepaid, and shall be addressed to each member, at the address given by the member to the Association for purposes of notice.

 ARTICLE XI

 Directors

             Section 1.        POWERS:  Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Association Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or bylaws regarding actions that require approval of the members, the Association’s activities and affairs shall be managed, and all corporate powers shall be exercised by or under the direction of the board.

Section 2.        DIRECTORS: The Board shall consist of the officers of the Association and at least four (4), but no more than ten (10) elected directors, until changed by amendments to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board.

Only Voting Members, as defined in Article III, Section 1(a), shall be eligible to serve as directors.

The President of the Association shall serve as Chairman of the Board.

Section 3.        ELECTION AND TENURE OF OFFICE:  The directors shall be elected by ballot at the annual meeting of the members to serve until their successors are elected and have taken office, the term of which shall begin on January 1 of the ensuing year through December 31.

Section 4.        VACANCIES:  Vacancies on the board may be filled by a majority vote of the remaining directors, through less than a quorum, or by a sole remaining director, and each director so elected shall hold office until a successor is elected at the annual meeting of the members or at a special meeting called for that purpose.

The Board of Directors may, at any time, elect a director to fill any vacancy not filled by the directors and may elect additional directors by written consent or at any meeting of the members at which an amendment of the bylaws is passed authorizing an increase in the number of Directors.

A vacancy or vacancies shall be deemed to exist in the event of the death, resignation or removal of any director, or if the members shall increase the authorized number of directors but shall fail to elect the additional director so provided for, or if the members fail at any time to elect the full member of authorized directors.

If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the members shall immediately have the power to elect a successor to take office at that time that such resignation become effective.

No reduction of the number of directors shall have the effect of removing any director prior to the expiration of that director’s term of service.

Section 5.        REGULAR MEETINGS:  Regular meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of the Board, or if the Chairman is absent or unable or refuses to act, by any officer or by any two directors.

Section 6.        SPECIAL MEETINGS:  Special meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of the Board, or if the Chairman is absent or unable or refuses to act, by any officer or by any two directors.

Section 7.        QUORUM:  A majority of the authorized number of directors fixed by law shall constitute a quorum for the transaction of business, except to adjourn a meeting which may be accomplished by less than a quorum.  Every action taken or decision made by a majority of the directors present shall be the act of the Board, subject to the provisions of the California Non Profit Mutual Benefit Association Law.

Section 8.        ACTION WITHOUT MEETING:  Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action.  Such action by written consent shall have the same force and effect as any other validly approved action of the board.  All such consents shall be filed with the minutes of the proceedings of the Board.

 ARTICLE XII

 Officers

             Section 1.        OFFICERS:  The officers of the Association shall be a President, Vice President, a Secretary and a Chief Financial Officer.  The Association may also have, at the direction of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of these bylaws.

Only Voting Members, as defined in ARTICLE III, Section 1(a), shall be eligible to serve as officers.

Section 2.        ELECTION:  The officers of the Association, except those appointed in accordance with the provisions of Section 14 of this Article, shall be elected among those directors elected during the Annual Meeting and the officers shall hold office for one year or until resignation, removal, or disqualification to serve, or until a successor shall be elected and installed.

Section 3.        REMOVAL AND RESIGNTION:  Any officer may be removed, either with or without cause, by a majority vote of the directors at any regular or special meeting of the board.

Any officer may resign at any time by giving written notice to the Board or to the President or Secretary of the Association.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.        VACANCIES:  A vacancy in any such office because of death, resignation, removal, disqualification or any other cause shall be filled by a majority vote of the directors.

Section 5.        NOTIFICATION OF APPOINTMENT OF OFFICERS:  Names of newly appointed Officers shall be submitted to NALA headquarters and the Affiliated Associations of Directors at least thirty (30) days after appointment.

Section 6.        PRESIDENT/CHAIRMAN OF THE BOARD:  Subject to the control of the Board, the President shall have the powers of general supervision, direction and control of the business and officers of the Association.  The President shall preside at all meetings of the members and at all Board meetings.  The President shall have such other powers and duties as the Board or the bylaws may prescribe.  The President shall be an ex officio member of all committees of the association and shall have the general powers and duties of management usually vested in the office of President.  Any member wishing to seek the office of President shall have served one (1) year as a director or officer of the Association prior to taking office.

Section 7.        VICE PRESIDENT:  In the absence or disability of the President, the Vice-President(s), in order of their rank as fixed by the Board or, if not ranked, the Vice-President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or bylaws.  Any member wishing to seek the office of Vice-President shall have served one (1) year as a director or officer of the Association prior to taking office.

Section 8.        SECRETARY:  The secretary shall keep or shall cause to be kept a Book of Minutes.  Such Book of Minutes shall contain Minutes of all meetings of the Board and members, with the time and place of all meetings of the Board and members whether regular or special, the names of those present at the Board meetings, and the proceedings thereof.  In case of special meetings, the Minutes shall show the authority for the calling thereof.  The Secretary shall provide minutes of any meetings of the Association to the NALA President upon request.

Section 9.        CHIEF FINANCIAL OFFICER:  The Chief Financial Officer shall keep and maintain or shall cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts and disbursements.  The books of the Association shall at all reasonable times be open to inspection by any member of the Board.

 ARTICLE XIII

 Finances

             Section 1.        ACCOUNTS: The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the association as may be ordered by the board, shall render to the board upon their request an account of all transactions entered into by the chief of financial officer and of the financial condition of the Association.  The Chief of Financial Officer shall have such other powers and perform such other duties as may be prescribed by the Board or bylaws.

Section 2.        COMPENSATION:  No member of the Association or the Board shall receive any monetary remuneration for services rendered to the Association except as authorized by the Board.  No member of the Association, the Board, or any other individual shall have any personal proprietary or beneficial interest in the property or funds of the Association either during its existence as an Association or upon its dissolution.

Section 3.        FUNDS:  All monies of this Association shall be deposited in its name and shall be withdrawn only on the signatures of the Chief Financial Officer, President, and/or Secretary or any two acting together.

Section 4.        ASSOCIATION BOOKS:  The Chief Financial Officer shall close the books and prepare a balance sheet as of December 31 and deliver all books, records and accounts to the Audit Committee Chairperson within a reasonable time thereafter.

Section 5.        FISCAL YEAR:  The fiscal year for this Association shall begin January 1 and end on December 31 of each year.

 ARTICLE XIV

 [Reserved]

  ARTICLE XV

Committees

             Section 1.        COMMITTEES:  The President, Board of Directors, or the membership may recognize the need for either a standing committee or a special committee to be appointed.  If the President recommends and the Board approves the formation of the committee, the President shall appoint the chairperson subject to a vote by the majority of directors.  All committees, when feasible, shall consist of a chairperson and not less than two directors or members except the Employment Committee, if it exists, which may consist only of the chairperson.  In the case of the National Affairs and State Affairs committees, a vice-chairperson (who shall be known as a secondary representative) shall be appointed by the President.

(a)                AUDIT:  The Audit Committee may consist of a chairperson and two members of the Association not presently serving on the board.  It shall be duty of this committee, under the direction of its chairperson, to audit the Chief Financial Officer’s books at the end of the fiscal year and to present a written report to the Board.  It shall further make any other special audits as the Board may direct and present its findings at the next Board meeting.  Audit reports shall be presented to the members for approval at the next regular meeting of the Association.

(b)               BAR LIAISON:  It shall be the duty of this committee, under the direction of its chairperson, to encourage good public relations between the local Bar Associations and this Association, and to assist the members of the Bench and Bar whenever possible.

(c)                EMPLOYMENT:  It shall be the duty of this committee, under the direction of its chairperson, to keep on file information regarding the members of the Association who are available for substitute or permanent employment and to assist such members with job opportunities.

(d)               MEMBERSHIP:  It shall be the duty of this committee, under the direction of its chairperson, to contact prospective members and verify the eligibility of all applicants for membership.  Applications shall be made upon standard forms prescribed by the association and presented to the membership committee for approval as described in Article IV above.  The membership chairperson shall keep or cause to be kept a register of members.  Such register shall contain the names of the members, their addresses and the date which they became a member.

(e)                NOMINATIONS AND ELECTIONS:  It shall be the duty of this committee, under the direction of its chairperson, to prepare and call for nominations, to receive said nominations and cause a ballot to be prepared containing the names of all nominees for each office in alphabetical order.  At least one (1) week prior to the date of the annual meeting, the chairperson of the committee shall deliver a sample of such ballot to each voting member of the Association.  The chairperson of this committee shall act as chief teller at the election during the annual meeting and shall certify the vote to the President who shall announce the results to the membership.  It shall further be the duty of this committee, under the direction if its chairperson, to obtain the consent of each nominee before placing a name on the ballot.

(f)                PRO BONO:  It shall be the duty of this committee, under the direction of its chairperson, to recommend means for the association to involve its members in assisting attorneys and clinics with pro bono activities in the legal community.

(g)               PUBLIC RELATIONS:  It shall be the duty of this committee, under the direction of its chairperson, to properly publicize all activities of this Association.

(h)               PROGRAMS/EDUCATION:  It shall be the duty of this committee, under the direction of its chairperson, to arrange programs for the regular membership meetings and to devise and recommend means of continuing education in the various specialty areas, and to facilitate educational seminars.

(i)                 SCHOOL LIAISON/SCHOLARSHIP: It shall be the duty of this committee, under the direction of its chairperson, to encourage good public relations between legal assistant educational institutions and this association and to solicit funds for the purpose of awarding scholarships.

The School Liaison shall serve at the discretion of the Board for an annual term.  As designated by the Board, the School Liaison may also be requested to; (i) coordinate the Speaker’s Bureau of the Association; (ii) maintain the Schools List of the Association; (iii) maintain a current stock of SDPA membership applications and materials, Certified Legal Assistant applications and information, and NALA materials for distribution to paralegal students; (iv) assist with any scholarship program of the Association; (v) any such other duty or responsibilities that the Board deems appropriate in the promotion of the paralegal profession.

(j)                 STATE AFFAIRS:  It shall be the duty of this committee, under the direction of its chairperson, to represent this association at all meetings and functions of the California Alliance of Paralegal Associations.

CAPA Representatives:  The President shall select, with the advice and consent of the Board, a Primary Representative (“CAPA Primary”) and a Secondary Representative (“CAPA Secondary”) who shall be Voting Members of this Association and members of the Board, to represent the Association at CAPA meetings.

Section 2.        EXECUTIVE COMMITTEE:  The Executive Committee shall consist of the duly appointed Officers of the Association and the NALA Liaison.  This Committee shall set forth regular meetings for the purpose of handling day-to-day management of the Association and in preparation of the regular meetings of the Board.  As to matters necessary and required in the normal course of business, the Executive Committee shall act by majority consent upon such matters as are required.  Any such corporate or business action as shall require approval by the Board, shall then be presented at the next meeting of the Board for ratification.  This Committee shall set forth proposals of action for consideration by the Board as so assign or determined by this Committee or the Board as deemed to serve the activities, purposes and requirements of the Association.

(a)        NALA LIAISON:  The directors shall appoint a NALA Liaison who shall be a Voting Member of the Association, a NALA member, and a member of the Board.

Duties of the NALA Liaison:  The NALA Liaison shall have the following duties and responsibilities:  (i) shall be a voting member of the Executive Committee upon appointment as an officer of the Association, but no such reference shall deem such position as a corporate officer within the meaning of the Association’s Code.  Therefore, this officer position shall not be included in its biennial report to the Office of the Secretary of State of California or in its reporting to the Internal Revenue Service or California Franchise Tax Board; (ii) be familiar with the NALA Bylaws and Standing Rules; (iii) shall receive and maintain copies of minutes of all NALA meetings and represent the Association at the NALA Annual Meeting (“Annual Meeting”) of the Affiliated Associations; (iv) report quarterly on the activities of this Association to the NALA Affiliated Associations Director (the “NALA Director”) on forms provided by NALA headquarters; (v) shall report all officers’ names to NALA headquarters and the NALA Director within thirty (30) days after their appointment to office; (vi) Submit items on behalf of the Association to the NALA Director and participate in discussion sessions at the NALA Annual Meeting; (vii) Report to the Board and the Voting Members on the NALA Annual Meeting and its activities; (viii) within sixty (60) days of passage, shall notify the NALA Parliamentarian and the NALA Director of any changes in the Association’s Bylaws; (x) provide NALA’s President, the minutes of any Board or Voting Member meeting, other than minutes of executive sessions of the Board or minutes of the Executive Committee; and (xi) Submit the current roster of Members of the Association to NALA once a year with the annual renewal fees.

 ARTICLE XVI

 Professional Affiliations

             Section 1.        NALA Affiliation.  This Affiliation may be an affiliate of the National Association of Legal Assistants, Inc., previously defined as NALA, and in connection with such affiliation this Association shall be nonsectarian, nonpartisan, nonprofit and non-union.   No actions or programs may be initiated or undertaken (now or in the future) in conflict with the Bylaws or policies of NALA.  Notwithstanding the reference above to the Association being nonpartisan, the Association may support or oppose, in any manner, any legislation that it deems germane to the paralegal profession.

(a)                Affiliation with NALA, is renewable each year by payment of an affiliation fee and attached to a current membership roster.  In the event of suspension of affiliation, this Association may re-affiliate with NALA by submitting a new application with membership roster, Bylaws, sample of educational programs, petition and current initial fee.

(b)               In addition to the renewal fee, this Association must comply with the required reports and requested procedures as outlined by the Bylaws.

(c)                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.

Section 2.        CAPA Affiliation.  This Association shall be a member of the California Alliance of Paralegal Associations, previously defined as CAPA; an alliance of local paralegal associations that represent the interests of paralegals as defined by CAPA.  As a condition of this affiliation, voting control of this Association must vest in paralegals as defined by these Bylaws and by the California Business and Professions Code.

 ARTICLE XVII

 Amendments

             Section 1.        AMENDMENT BY MEMBERS:  Except as otherwise provided by law, or by the Articles of Incorporation, new Bylaws may be adopted or these Bylaws may be amended or repealed by a two-thirds (2/3) vote of the members present and voting at any regular meeting of the association, a quorum being present, provided the text of the proposed amendment has been submitted to the membership in writing at least ten (10) days prior to the meeting date.

Section 2.        AMENDMENT BY BOARD:  Subject to the rights of members to adopt, amend or repeal these bylaws, other than a bylaw or amendment thereof changing the authorized number of directors, a bylaw may be adopted, amended or repealed by a majority vote of the Board, unless doing so would:  (i) materially and adversely affect the Voting Members’ rights as to voting, dissolution, redemption, or transfer; (ii) increase or decrease the number of members authorized in total or for any class; (iii) effect an exchange, reclassification, or cancellation of all or part of the memberships; (iv) authorize a new class of membership; or (v) conflict with the Bylaws of NALA.

Section 3.        SUSPENSION:  A bylaw of this Association may be suspended in case of emergency by the vote of members comprising a majority of the voting members of the Association.

 ARTICLE XVIII

 Indemnification

             To the fullest extent permitted by law, this association shall indemnify its directors, officers and other person described in Section 7237(a) of the California Associations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in that section, and including an action by or in the right of the association, by reason of the fact that the person is or was a person described in that section.  “Expenses” as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Associations Code.

 ARTICLE XIX

 Emergency Provisions

             During any emergency resulting from an attack on the United States or on a locality in which the Association conducts its activities or customarily holds meetings of its Board, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum, as defined in article XI section 7, of the Board or of the Executive Committee, if any, cannot readily be convened for action, a meeting of the Board or of that committee may be called by any officer or director.  Notice of a meeting so called need be given only to those directors or members of the committee, as the case may be, as it may be feasible to reach at the time and by the means feasible at the time including, without limitation, publication or radio.

The director or directors in attendance at the meeting of the Board so called, and the member or members of the Executive Committee, if any, in attendance at the meeting of the committee so called, shall constitute a quorum.  If none is in attendance at the meeting, the officers or other persons designated on a list approved by the Board before an emergency, all in the order of priority and subject to the conditions and for the period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board or of the Executive Committee, be deemed directors or members of the committee, as the case may be, for the meeting.

The Board, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during the emergency any or all officers or agents of the association shall for any reason be rendered incapable of discharging their duties.  The Board, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several offices or authorize the officers so to do.

 

CERTIFICATE OF SECRETARY

I, Alison Greenlee, certify that I am the Secretary of the San Diego Paralegal Association, a California nonprofit mutual benefit corporation, that the above bylaws, consisting of fifteen (15) pages, are the bylaws of the Association as adopted by the Board of Directors on March 13, 1990, as amended and restated on January 30, 2002, and as amended and restated in 2007, and as amended and restated on June 13, 2012, and as amended and restated on August 15, 2012, and as amended and restated on August 21, 2013.

Executed on December 11, 2014, at San Diego, California

 

_________________________________

ALISON GREENLEE

Secretary

San Diego Paralegal Association