Amended and Restated Bylaws of the Paralegal Division of the Utah State BarTABLE OF CONTENTS ARTICLE 1. NAME AND PURPOSES OF THE PARALEGAL DIVISION
ARTICLE 4. MEETINGS OF THE DIVISION
ARTICLE 8. SPECIAL RULES AND REGULATIONS
ARTICLE 10. PARLIAMENTARY AUTHORITY Amended and Restated Bylaws of the Paralegal Division of the Utah State BarARTICLE 1. NAME AND PURPOSES OF THE PARALEGAL DIVISION. Section 1.1. Name. The name of the organization is the “Paralegal Division of the Utah State Bar” (the “Division”). Section 1.2. Purposes. The purposes for which the Division was formed are:
In these Bylaws: (a) "Bar" means the Utah State Bar. Section 3.1. Active Members. Active members are those Members who are employed in the State of Utah, who have, through education, training, and/or experience, demonstrated knowledge of the legal system, legal principles and procedures, and who meet the criteria of the definition of a "Paralegal" as adopted by the Utah Supreme Court and has satisfied at least one of the criteria for membership established by the Bar and the Division. Membership in the Division shall not confer upon any Member the right or license to practice law in the State of Utah. Section 3.2 Dues. Any person eligible for membership under 3.1, above, who pays a membership fee, in an amount as determined by the Board of Directors of the Division, shall be a Member of the Division for the fiscal year in which the fee is paid. This membership shall expire upon the last day of the fiscal year for the Division. Section 3.3. Register of Members to be Kept. The Bar shall maintain a register of Members which shall contain a designation as to their status and such other information as the Board of Bar Commissioners and the Board of the Division may determine to be necessary or desirable. An updated register shall be provided to the Board of the Division upon its request. In addition the Division may publish a directory of Members for distribution to Division Members, upon recommendation and approval of the Board. Section 3.4. Information Required of Members. Each Member of the Division shall furnish the Bar information indicating the Member's name and address, email address, current employer and such other information as the Board of Bar Commissioners and the Board of the Division may from time to time prescribe. The name, business address, business fax and telephone, and practice area information may be published in a membership directory. All other information shall be kept confidential. Section 3.5. Membership Certificate or Card. Each Member shall be furnished with an appropriate membership card upon admittance to the Division as an Active Member, or upon renewal of an Active Member of the Division. Section 3.6. Ethics and Professional Conduct. The Division shall adopt and each Member shall subscribe to and be bound by the Utah Rules of Professional Conduct as they apply. The Division Ethics Committee shall review any violations of the Utah Rules of Professional Conduct and make recommendations to the Board. The Board shall then make recommendations to the Utah State Board of Bar Commissioners. Violations of the Utah Rules of Professional Conduct may be grounds for termination of membership in the Division and/or removal from office. ARTICLE 4. MEETINGS OF THE DIVISION Section 4.1. Meeting Dates and Notices.
Section 4.2. Programs. The Board shall appoint such committees and shall take such action as may be appropriate to provide a program at the Annual Meeting that will permit consideration of the affairs of the Division and matters relating to the Division of interest to the Members. The meetings may include such meetings of the Board, sections or committees as may be determined by the Board. Section 4.3. Report of the Chair. At the Annual Meeting, the Chair shall make a report of his or her administration to the Members of the Division, which may be oral or in writing. Section 4.4. Fees and Charges. A registration fee for attendance at the Annual Meeting may be charged to all attendees. However, the Division business portion of the Annual Meeting shall be an open forum and open to all Members, without fee. The Board may also make charges for attendance at luncheons, dinners and special events in order to defray all or part of the costs thereof. Section 4.5. Reports and Recommendations. Reports of sections and committees, including recommendations requiring affirmative action by the Members, shall be submitted to the Board at least one month prior to the date of the Annual Meeting. Reports or recommendations requesting affirmative action shall be considered by the Board and recommendations of the Board for action thereon shall be made at the business or open forum session of the Annual Meeting, and shall be open to debate at that time within reasonable limitations prescribed by the presiding officer, and a vote shall be taken thereon. The vote of the Members shall be advisory to the Board. Section 4.6. Resolutions and Open Forum Session. Forty-Five (45) days prior to the Annual Meeting, any Member may present in writing any resolution pertinent to the legal profession and within the objectives and purposes of the Division. Resolutions so presented shall be considered by the Board, which body shall report its recommendations with respect to action to be taken thereon at the business or open forum session, at which time such resolutions shall be open to debate within such limitations as shall be prescribed by the presiding officer, and a vote shall be taken thereon. Section 4.7. Suspension of Rules. The time provisions of Sections 4.5 and 4.6, above, may be suspended by the Board for good cause, which shall be set forth in its minutes, or by an affirmative vote of three-fourths (3/4) of the Members present at any business meeting. Section 4.8. Record of Proceedings. A record of the proceedings of the Annual Meeting shall be kept by the Secretary and shall be available to the Members. At the first Regular Meeting of the Board held after the Annual Meeting, a review of the proceedings shall be made by the Board for the purpose of considering any duly adopted resolutions or recommendations approved at the Annual Meeting. ARTICLE 5. BOARD OF DIRECTORS. Section 5.1. Board of Directors, Number, Terms and Vacancies, Powers and Duties.
Section 5.2. Election of Directors. The Members shall elect all Directors of the Division, which election shall take place at each Annual Meeting. Voting shall be by proxy or 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 of that Director may be by hand or voice vote. Prior to the submission of the ballot at the Annual Meeting, the Elections Chair shall appoint a judge and three (3) tellers for the purpose of tallying the votes, including all ballots voted by proxy. The judge shall certify the results of said vote to the Parliamentarian, who shall announce the results to the assembly. A majority shall elect. In the event of a tie, the voting Members shall immediately proceed to vote by ballot to dissolve such tie. Should a third ballot fails to break the tie, the winner shall be determined by lot. Section 5.3. Election Notice. A call for nominations for election of Directors and notice of the regions from which they shall be elected during the current year shall be mailed to the active Members of the Division in that region no later than ninety (90) days prior to the date set for each Annual Meeting. Section 5.4. Nomination. Nominations shall be in writing, and filed with the Secretary of the Division at least sixty (60) days prior to the date of the next Annual Meeting. A form for the nomination of Directors shall be furnished to all active Members and shall take substantially the form set forth in the Standing Rules of the Division. Each nomination form must be signed by at least one (1) active Member of the Division; provided, however, that in the case of a nomination for a regional Director, the nomination may be signed by one (1) member of the Board of Directors of the Division, or by an active Member of the Division whose mailing address on the records of the Bar is in the geographic region for which the nomination is being made. The mailing address of the Member seeking election as a regional Director must be in the geographical region for which candidacy is declared. Any candidate for a Director position must meet the qualifications for membership in the Division and must be an active Member of the Division in good standing at the time of nomination and election. No candidate may seek election to more than one Director position. Section 5.5. Election Procedures.
Section 5.7. Quorum. A majority of the number of Directors present at any regularly scheduled meeting shall constitute a quorum for the transaction of business at any meeting of the Board, unless a greater number is required as specifically stated herein. The selection of a Chair, Chair-elect, Secretary, Finance Officer and any interim Director to fill a vacancy, shall be by majority vote of the entire Board. All Directors of the Board who are present shall vote on all matters when a vote is taken unless they excuse themselves from voting or are excused from voting by a majority of the Board members present by reason of conflict of interest. A Chair who is no longer serving in a term as an elected Director has authority to vote on matters brought before the Board only if necessary to break a tie vote. Directors may participate in a regular or Special Meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed-to be present in person at the meeting. Section 5.8. Executive Committee. An Executive Committee of not fewer than three (3) members of the Board, one of whom shall be the Chair, shall be appointed by the Board. The duties of the Executive Committee shall include: (a) the handling of emergency matters when the Board cannot be convened or the necessary quorum met; (b) the review of the affairs of the Division and the making of recommendations to the Board; (c) the handling of ministerial and routine business the Division which transpires between Board meetings; and (d) any other matters delegated to it by the Board. All recommendations and ministerial matters shall be reported to the Board as a part of the agenda for the next Board meeting following such action. Section 5.9. Liaison Assignments. In addition to performing such duties as are required by law or which may be assigned, any Director, officer, or ex-officio member of the Board may be assigned as a contact or liaison representative to the various committees, sections and units of the Division, Bar, paralegal organizations or other organizations and their affiliates. Liaison assignments shall be appointed by the Board from year-to-year, solely at the Board’s discretion. A liaison shall report with respect to any such assignment at meetings of the Board. Where possible the Board should affiliate and participate with, and be informed of the work of the Bar, paralegal organizations and other organizations on subjects relating to those under consideration by the Board, committees, sections and units of the Division, to which the liaison is assigned. Section 5.10. Sub-committees. The Board may appoint such sub-committees of the Board as it deems desirable in order to carry out its functions. Section 5.11. Ex-Officio Members. Ex-Officio members of the Board may be designated by the Board from year to year, at the Board's discretion. Ex-officio members shall not be entitled to vote. Section 5.12. Record of Proceedings. A record of the proceedings of all Board meetings shall be kept by the Secretary and shall be available to the Members. Section 6.1. Officers. The elected officers of the Division shall be Chair, Chair-elect, Secretary and Finance Officer who shall be elected by the Board and who shall hold their offices for one year or until their successors are duly elected and qualified. Section 6.2. Chair. The Chair of the Division shall be elected by the Board as hereinafter provided. The Chair shall preside at all meetings of the Division and of the Board, and in the event of any absence, incapacity, or disqualification, the Chair-elect shall perform the duties of the Chair. The Chair shall represent the Division at all appropriate functions and shall perform such other duties and otherwise represent the Division and the Board as directed by the Board. The Chair of the Division shall be the Division Delegate to the Board of Bar Commissioners of the Utah State Bar. The Delegate shall attend all meetings of the Board of Bar Commissioners and shall report thereon to the Board and shall act in all other respects as liaison between the Bar Commission and the Division or as directed by the Board. In the event the Chair is unable to serve as the Delegate to the Board of Bar Commissioners, then those Delegate responsibilities may be assigned to the Chair-Elect or the Immediate Past Chair of the Division, who shall then have the responsibility to attend all meetings of the Board of Bar Commissioners, and shall report thereon to the Board and shall act in all other respects as liaison between the Bar Commission and the Division or as directed by the Board Section 6.3. Chair-elect. The Chair-elect of the Division shall automatically succeed to the office of Chair. In the event that a Director is nominated and elected Chair-elect during the first year of his or her term of office and serves as Chair-elect during the second year of his or her term, that Chair-elect shall succeed to the office of Chair and shall serve as Chair of the Division with authority to represent the Division and preside at all meetings of the Board and the Division even though the Chair may no longer be serving in a term as an elected Director. A Chair who is no longer serving in a term as an elected Director has authority to vote on matters brought before the Board only if necessary to break a tie vote. The Chair-elect shall be the Division’s delegate to the Governmental Relations Committee of the Utah State Bar; shall attend all meetings of the Governmental Relations Committee, and shall report thereon to the Board, as directed by the Board. In the event the Chair-elect is unable to serve as the delegate to the Governmental Relations Committee, then the Chair-elect shall appoint a representative to serve as the delegate, and said delegate shall have the responsibility to attend all meetings of the Governmental Relations Committee, and shall report thereon to the Board, as directed by the Board. Section 6.4. Secretary. The secretary shall attend all meeting of the Members and of the Board of Directors, and shall keep a full and accurate account of all such meetings. Section 6.5. Finance Officer. The Finance Officer shall monitor the account of receipts and disbursements of the Division and shall direct preparation of records, budgets and financial reports of the finances of the Division. Section 6.6. Parliamentarian. The Board shall appoint a Parliamentarian who may be an ex officio member of the Board and who shall supervise the parliamentary procedures of all meetings. In the absence of the duly appointed Parliamentarian at any meeting, a majority of those members present shall elect a substitute Parliamentarian for that meeting. The Parliamentarian shall automatically be Chair of the Elections Committee. Section 6.7. Election Procedures.
Section 6.8. Seating New Board Members and Officers. The reorganization meeting of the Board shall be called to order by the retiring Chair. He or she shall first conduct any unfinished business to come before the existing Board. Thereafter, the newly elected Board members who have been found qualified and declared elected shall be seated as members of the Board. The retiring Chair shall recognize and seat the new Chair and Chair-elect. Section 6.9. Terms of Office. The terms of office of the Chair, Chair-elect, Secretary and Finance Officer shall run concurrently for a one (1) year period, and shall begin at the commencement of the Division Annual Meeting and run until successors have been seated. Notwithstanding the running of the Chair's term of office, all official functions of the Annual Meeting shall be presided over by the outgoing Chair. Section 6.10. Vacancies. In the event a vacancy occurs in the office of the Chair, Chair-elect, Secretary or Finance Officer by reason of death, resignation, incapacity, or upon the incumbent ceasing to be an active member of the Division in good standing, such vacancy shall be filled by the Board from among its members upon a majority vote by secret ballot of the remaining Board members. Board members not in attendance at the meeting may submit their vote in writing to the Chair, to be received no later than 5:00 p.m. the day prior to the voting. Section 6.11. Incapacity. In the event an Officer of the Division shall fail or refuse to attend regularly called meetings of the Board, or otherwise fail to fulfill the duties of the position, at the option of the Board, and upon a majority vote of the Board by secret ballot, the Officer shall be deemed incapacitated and the position shall be deemed vacant. The vacancy shall be filled by the Board in accordance with Section 11 of this Article. Section 7.1. Annual Fees. The annual fees to be paid each year by all Members of the Division shall be fixed by the Board. Section 7.2. Annual Budget. The Finance Officer shall prepare a budget that shall be published for comment prior to final adoption. The Board shall adopt the budget at its first Regular Meeting following the reorganization meeting. No obligations shall be incurred unless within the limits of the budget and within the scope of the authorized objectives of the Board. Section 7.3. Amendments to Annual Budget. At any meeting, the Board shall have the authority, by a majority vote of those present, to amend the allocation of budgeted funds, provided that the total amount of the amended budget shall not be increased beyond available revenue.
ARTICLE 8. SPECIAL RULES AND REGULATIONS. Section 8.1. Admissions to the Division. The Board shall promulgate rules for admission of applicants to the Division pursuant to the Rules for Integration and Management of the Utah State Bar and the Rules for the Division as set by the Supreme Court and shall recommend adoption by the Board of Bar Commissioners as rules governing the qualifications and requirements for admission to the Division. Section 8.2. Sections, Standing Committees, Special Committees. To facilitate the accomplishment of the purposes and objectives of the Division, the Board shall create appropriate sections, standing committees and special committees of the Division to which matters may be referred for handling and/or recommendation to the Board. The Board may call for regular or periodic reports from such committees and sections at times and to such extent as shall appear appropriate to the Board.
Section 9.1. Limitations on Publicity. No recommendation or report of a section, committee, or member thereof shall become the recommendation or report of the Division until approved by the Board, and no such report or recommendation shall be released publicly prior to submission to and approval of the Board and the Board of Bar Commissioners. Section 9.2. Authority. No committee, section, or any officer or member thereof shall have the power to make the Division or the Bar liable for any debt or obligation. Section 9.3. Indemnification of Directors and Officers. Any person who serves as a Director or Officer of the Division, or on behalf of the Division as a director or officer of another division of the Utah State Bar, whether for profit or not for profit, shall be deemed the Division’s agent for the purposes of this Article. Such person shall be indemnified by the Division against accounts, debts, liabilities and obligations including expenses (including attorneys’ fees), judgments, fines, excise taxes, and amounts paid in settlement, actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative (but not for any criminal matters) by reason of such service as a Director. Such party shall be indemnified upon an affirmative majority vote of the Board, if the Board determines that such person acted within the scope of assigned or approved Division duties, and acted in good faith and in a manner such person reasonably believed to be in the best interests of the Division. Section 9.5. Effective Date. These Bylaws shall take effect immediately upon their adoption by the Division Members at a Special or Annual Meeting ARTICLE 10. PARLIAMENTARY AUTHORITY. The undersigned duly elected Secretary of the Board of Directors of the Division does hereby certify that the foregoing Amended and Restated Bylaws were adopted by a majority vote of the Members of the Division on the 15th day of June, 2007.
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