1.1 The name of this Florida not-for-profit corporation is CENTRAL FLORIDA PARALEGAL ASSOCIATION, INC. (CFPA).
1.2 CFPA shall be affiliated with the National Association of Legal Assistants, Inc. (NALA).
1.3 CFPA has been organized for the purposes set forth below:
A. To establish a professional organization for legal assistants/paralegals (hereinafter paralegals) in the Central Florida area.
B. To promote high standards of ethical conduct among its members which shall not be inconsistent with the NALA Code of Ethics and Professional Responsibility, the Rules of Professional Conduct of the Florida Bar, and the Model Code of Professional Responsibility of the American Bar Association (ABA).
C. To foster, promote, and otherwise encourage the growth and advancement of paralegals throughout the Central Florida area.
D. To meet and fulfill the needs of paralegals who are practicing in law firms, governmental agencies, corporate law departments, or in any other capacity, in the Central Florida area.
E. To promote and encourage student involvement in the profession, to fulfill the needs of students enrolled in paralegal programs in the Central Florida area, and to work with paralegal educators in the development of curricula for training programs in order to achieve competency and proficiency in the profession.
F. To provide a forum for its members to share and exchange experiences, ideas, opinions, and expertise.
G. To sponsor and hold seminars, workshops, and other programs of instruction and training of paralegals designed to develop or improve their skills and capabilities.
H. To advance the understanding within the legal community and the general public concerning the use of paralegals and the delivery of quality legal services performed by them.
I. To serve as a resource for information and assistance to paralegals, bar associations, and paralegal educators.
J. To promote harmonious relations and mutual understanding and cooperation between its members and other paralegals throughout the Central Florida area and the State of Florida.
K. To promote a mutually beneficial understanding between CFPA and its members and other organizations involved directly or indirectly with the advancement and development of the paralegal profession.
L. To support the programs, purposes, aims and goals of NALA.
ARTICLE II - Policy
CFPA shall be non-sectarian, non-profit, non-partisan, and non-union. No programs may be initiated or undertaken in conflict with NALA’s Bylaws or policies, nor with the rules and regulations of the Florida Bar.
ARTICLE III - Definition
A paralegal (who also may be known as a legal assistant) is qualified through education, training, or work experience. This person may be retained or employed by a lawyer, law office, governmental agency, or other entity or may be authorized by administrative, statutory, or court authority to perform this work. CFPA hereby acknowledges any other definition of paralegal published by the American Bar Association (ABA), The Florida Bar, or the Florida Supreme Court.
ARTICLE IV - Membership
4.1 Classification of Membership. There shall be the following classes of membership in CFPA:
Active Member Associate Member Student Member Patron Member
Active Member: Only Active Members shall be entitled to vote, hold office, or serve on the Board of Directors. A person may qualify for Active Membership by meeting one or more of the following:
1. Has been awarded a CLA/CP/ACP by NALA. 2. Has been awarded a RP by NFPA. 3. Has been awarded a PP by NALS. 4. Is currently registered with the Florida Bar as a Florida Registered Paralegal (FRP).
1. Graduated from an ABA-approved paralegal program. 2. Graduated from a legal studies program from an accredited school which required at least 60 semester hours of classroom study. 3. Graduated from a legal studies program which required less than 60 semester hours PLUS at least six (6) months of in-house training as a paralegal. 4. Has a B.A. or B.S. in any field of study PLUS at least six (6) months of in-house training as a paralegal PLUS attestation from attorney/supervisor that the individual is qualified as a paralegal.
1. Has a minimum of three (3) years of law-related experience under the supervision of an attorney INCLUDING at least six (6) months of in-house training as a paralegal. PLUS attestation from attorney/supervisor that the individual is qualified as a paralegal. 2. Has a minimum of two (2) years of in-house training as a paralegal PLUS attestation from attorney/supervisor that the individual is qualified as a paralegal.
Associate Member: Any person may be an Associate Member who has current law related experience, such as legal secretaries, attorneys, judicial assistants, legal studies educators, member of a bar association or recent graduates of a law related programs who do not qualify as an Active Member or Student Member. Associate Members have no voting rights and shall not serve as an Officer, Director, or Committee Chair, but may participate on any Committee or Sub-Committee and may serve as Parliamentarian.
Student Member: Any person may be a Student Member while they are a full or part time student in good standing in any university, college, junior college or other educational program pursuing a course of studies as a paralegal or legal assistant. Upon successful completion of the course of study, Student Members may qualify to apply for Active or Associate membership. Student Members have no voting rights and shall not serve as an Officer, Director, or Committee Chair, but may participate on any Committee or Sub-Committee and may serve as Parliamentarian.
Patron Member:Any individual, company, firm, vendor or institution endorsing the paralegal concept or involved in the promotion of the paralegal profession, and those persons, companies, firms, vendors, or institutions interested in supporting the organization, may become Patron Members. Patron Membership does not include any individual who would otherwise be qualified as an Active or Associate Member. Patron Members have no voting rights and shall not serve as an Officer, Director, Parliamentarian or Committee Chair, but may participate on any Committee or Sub-Committee.
4.2 Application for Membership: Applications for membership shall be submitted to CFPA on forms approved by the Board of Directors from time to time. Approval of membership shall be noted on the forms which shall be maintained in the business files of CFPA. Applicants may be admitted to CFPA at the full discretion of the Board of Directors or its designated representatives upon proper application to the Board, and upon payment of dues and an initial application fee as specified in CFPA’s Standing Operating Procedures manual. CFPA is an affiliated association of NALA, and as such, all members of CFPA are bound by the NALA Code of Ethics and Professional Responsibility, in addition to any code adopted by CFPA. All procedures for membership application and approval shall be detailed in the Standing Operating Procedures of CFPA.
4.3 Dues: Any person or entity qualified for membership in CFPA must pay such dues as the Board of Directors may from time to time determine. The Board of Directors in its sole discretion shall determine whether an individual or entity meets the requirements for membership. Dues are to be paid annually before January 01 of each calendar year. Prior to formal termination of any member by the Board of Directors, the member may be subject to a nominal late fee, to be determined at the discretion of the Board of Directors. Dues from new applicants and reinstated members are not prorated.
4.4 Members Qualified to Vote: Only Active members in good standing shall be eligible to vote at membership meetings or upon other matters brought before the members. Active members who are delinquent in the payment of dues or any other financial obligations to CFPA shall not be allowed to vote.
4.5 Resignation of Members: A member may resign at will by submitting a written resignation to the Board of Directors of CFPA at its principal address or by electronic means such as by facsimile or electronic mail to any member of the Board of Directors. Such resignation shall be deemed effective when received if it has no effective date stated therein, and dues for the current year will be forfeited. Such acceptance shall be performed in writing in the same fashion as the original resignation was received. Should the resigning member be a member of the Board of Directors, the member must surrender all official CFPA related materials to a member of the Board of Directors within 48 hours. Should an individual who has resigned wish to be reinstated or become a member in the future, reapplication for membership shall be submitted and approved through the new member application process.
4.6 Removal of Membership: The Board of Directors shall cancel the membership of any member by a majority vote upon determining that such member has failed to pay annual dues, been convicted of a felony, or violated the NALA Code of Ethics.
Additionally, the Board of Directors may cancel the membership of any member by majority vote upon determining that such member has engaged in conduct substantially injurious to the good name of CFPA, or failed to maintain a high standard of professional ethics, which in either case would have been deemed sufficient for a rejection of membership application. Notice of cancellation of membership shall be in writing in the form of a certified letter by the United States Postal Service. Right to appeal is provided as specified in the Standing Operating Procedures manual of CFPA.
ARTICLE V - Board of Directors
5.1 Structure of the Board: CFPA shall be managed and controlled by a Board of Directors of not less than four (4) nor more than ten (10) Directors (the “Board” or “Board of Directors”).
5.2 Purpose: The purpose of the Board is to run the day-to-day business and long-range planning for the good of CFPA in compliance with these stated Bylaws.
Directors: Any Active Member who has been a member of CFPA for twelve (12) consecutive months prior to taking office and is current on dues is eligible to run for a Director position.
Officers: Officers must be Active Members and must have been a prior member of the Board of Directors for at least 1 full year and be current on dues.
In the event no one runs for a particular Officer position, then any Active member of CFPA who has been an Active Member for at least one full year and is current on dues.
5.4 Officers: Officers of CFPA shall be a President, Vice President/President-Elect, Secretary and Treasurer. All officers shall also be considered voting members of the Board of Directors, with their terms on the Board of Directors running concurrently with their terms as officers.
A. President: The President shall preside over all meetings of the Board and all business meetings. The President shall be a member of every standing and special committee, but may chair none during his/her term as President. The President may vote or abstain on any vote of the Board, except in situations in which a tie-breaking vote is required. In such case, the President shall cast the deciding vote. In the event that the Vice-President/President-Elect is unwilling or unable to complete the duties of President, a current President may seek reelection for a second term. No President shall serve more than two (2) consecutive terms as President and/or Vice-President/President-Elect. A President may seek election to any other Board vacancy following his/her term as President and is not barred from seeking future election to Vice-President/President-Elect and/or President. Specific duties of and procedures for the President shall be detailed in a Standard Operating Procedure approved by the Board and amended as needed.
B. Vice-President/President-Elect:The Vice-President/President-Elect is a 2-year commitment comprised of one term as Vice-President/President-Elect immediately followed by one term as President. The Vice-President/President-Elect shall attend all meetings of the Board and business meetings and shall be prepared to perform the duties of the President in his/her absence or inability to act or attend. The Vice-President/President-Elect shall assume the office of President at the completion of his/her term as Vice-President/President-Elect without further election process. Specific duties of and procedures for the Vice-President/President-Elect shall be detailed in a Standard Operating Procedure approved by the Board and amended as needed.
C. Secretary:The Secretary shall attend all business meetings and shall be responsible for preparing and keeping the minutes of said meetings. The Secretary is elected for one term consisting of one fiscal year. A Secretary may serve multiple consecutive terms, but must seek election for the subsequent term. Specific duties of and procedures for the Secretary shall be detailed in a Standard Operating Procedure approved by the Board and amended as needed.
D. Treasurer: The Treasurer shall have charge of all financial records of CFPA, subject to control by the Board. The Treasurer shall attend all business meetings of CFPA and shall receive/disburse funds of CFPA as indicated. The Treasurer is elected for one term consisting of one fiscal year. A Treasurer may serve multiple consecutive terms, but must seek election for the subsequent term. Specific duties of and procedures for the Treasurer shall be detailed in a Standard Operating Procedure approved by the Board and amended as needed.
5.5 Directors: Other Directors of CFPA shall consist of: NALA Liaison, Directors At Large and Parliamentarian. All Directors, with the exception of the Parliamentarian, shall be considered voting members of the Board of Directors.
A. NALA Liaison: The NALA Liaison shall adhere to and oversee the requirements set forth by NALA for affiliate organizations. All other duties of the NALA Liaison shall be detailed in the Standing Operating Procedures manual of CFPA. The NALA Liaison shall be a member of NALA. No NALA Liaison shall serve more than two (2) consecutive terms.
B. Directors At Large: One (1) Director shall be appointed annually by the President and not more than three (3) Directors shall be elected annually. Directors function in an advisor to the Officers and each position carries the same authority whether elected or appointed. All Directors shall attend all business meetings, shall provide advice to the Officers, vote and make motions on any issue.
C. Parliamentarian: The Parliamentarian shall be appointed annually by the President and shall be familiar with the Bylaws of both CFPA and NALA. The Parliamentarian shall attend all business meetings of CFPA and give advice on parliamentary procedure. The Parliamentarian should make himself or herself thoroughly knowledgeable of Roberts Rules of Order and shall have the Rules available at every meeting in order to give accurate advice on parliamentary procedure. All other duties of the Parliamentarian shall be detailed in the Standing Operating Procedures manual of CFPA.
5.6 Authority: The Board shall have control and shall administer the activities of CFPA including budgeting, funding events and shall maintain all membership property and programs of CFPA. The Board must prepare and approve a budget. The Board will have final decision in disputes or grievances brought before it by an individual member or any Officer on behalf of any member. The Board may hire attorneys, accountants, or other agents as it deems necessary to protect or advance the interests of CFPA. Through the President, the Board may enter into contracts for goods and services in support of activities and services that are in accordance with the mission of CFPA. The Board shall establish, maintain and approve Standard Operating Procedures for each position and activity within the function of CFPA, amending as needed.
5.7 Meetings: The Board shall meet regularly, as determined by the President, to administer the activities and funds of CFPA. Nothing prohibits meetings from being held by any means as determined appropriate by the President. Meetings of the Board are open to the membership but require no advance notice to the membership.
5.8 Quorum: Quorum for a Board vote may be met by a majority of voting Board members being in attendance or by proxy at any business meeting in order to vote on any matter. Super majority consists of 2/3 of the Board members.
5.9 Resignation: Any member of the Board may resign at any time by delivering to the President written notice thereof. In the event that the President resigns, written notice shall be made to the Secretary. Written notice may be made via US Postal mail, fax or Email. Such resignation shall take effect at the time specified within the Notice. The Secretary shall notify all Board members of the resignation of any Director. Should the notice not specify an effective date, the resignation is deemed effective upon the act of the Secretary notifying the remaining Board. The resigning Board member shall return to regular, active membership of CFPA, unless the Notice specifically and expressly resigns active membership.
5.10 Removal:Any member of the Board may be removed by Super Majority vote of the Board whenever removal is in the best interest of CFPA or for failure to attend three (3) consecutive meetings of the Board without good cause.
5.11 Compensation: Any member of the Board shall serve without payment or salary. Any member of the Board shall be entitled to reimbursement of reasonable expenses incurred by them on behalf of CFPA, excluding mileage.
5.12 Vacancies:If any seat on the Board becomes vacant for any reason prior to the expiration of the Board member’s term, the Board may fill such vacancy through an appointment by the President. Any Special Appointment to the Board shall serve only for the balance of the unexpired term and may seek election to the Board in the subsequent term.
ARTICLE VI - Elections
6.1 Election: All elected positions of the Board shall come from an election of the membership by electronic voting or in-person ballot during a scheduled election process involving an Election Committee of at least one which functions in compliance with the Standard Operating Procedures of the Elections Committee.
ARTICLE VII - Meetings of Membership
7.1 Annual Meeting: There shall be an Annual Meeting of the membership of CFPA at such time and place as set forth by the Board of Directors not less than sixty days before or more than one hundred and twenty days after the end of the fiscal year. The purpose of the meeting shall be presentation to the Membership of the Annual Report which shall incorporate final year-end figures from the previous year and to publish the current fiscal budget to the membership and to review and transact any other annual business as may come before the meeting.
7.2 Meetings: At the discretion of the Board there shall be general membership meetings of CFPA for the purpose of transacting business and advising the membership at large of the status of CFPA and its affairs. The meetings may coincide with a social event.
7.3 Special Meetings: Special Meetings of the members of CFPA may be called at any time by the Board of Directors. At a Special Meeting, no business shall be transacted except that which shall have been specified in the notice of such meeting.
A. A Special Meeting must be called upon the written request to the Board of Directors or the request of twenty-five percent (25%) of the members.
B. For an appeal to removal or cancellation of membership, the Board of Directors shall call a Special Meeting to be held within sixty (60) days of receipt of written appeal. The membership shall be reinstated only upon a majority vote of the membership, in person or by proxy, at such meeting. A member of the Board of Directors shall be present at said Special Meeting to present the reasons for the decision for removal or cancellation of membership.
7.4 Minutes of Meetings: Minutes must be kept at all Board of Directors meetings and must be provided to the President within three weeks of the date of the Meeting. No other Committee is required to keep minutes; however each Committee shall meet its reporting requirement to the Board of Directors in accordance with the Standing Operating Procedures manual of CFPA.
7.5 Notice: Notice of all Special Meetings shall state the place, date and hour of such meetings. Written notice shall be provided to each member in the form of a notice by publication on the Association’s website, in the newsletter, via electronic mail or posting within the listserv or any combination of two of these methods. Notice shall be given no less than fifteen (15) days before the date of such Special Meeting. No special public notice or notice to the membership is required for any meeting of the Board or Committee.
7.6 Quorum: For any general or special meeting at which a vote of the membership is taken, at least 25% of the members eligible to vote must cast a vote before that election will be considered to have a sufficient amount of participation to be considered a quorum. The voting may take place in person, by written proxy, or by electronic voting, and at the discretion of the Board of Directors, email voting may be left open for a maximum of 30 days if necessary to meet the percentage requirement to constitute a quorum.
7.7 Continuing Education: It is required that CFPA hold a minimum of four (4) educational events or a total of ten (10) hours of continuing education during each fiscal year or the minimum number required by NALA to maintain NALA affiliation. These programs may be held in connection with regular meetings or social events.
7.8 Voting by Individual Proxy: At any meeting of CFPA, any Active member shall have the right to vote either in person or by individual proxy. A member may designate another member as proxy by an appropriate written designation on a written form specified in the Standard Operating Procedures manual. Any such individual proxy shall be valid only for the single meeting for which it was given. No person shall solicit any proxies. Proxies obtained by such solicitation may not be used at any membership meeting. The determination of whether a proxy has been improperly solicited or is defective for any other reason shall be made by the Secretary in his or her sole discretion in advance of the vote to be taken.
ARTICLE VIII - Committees
8.1 Establishing Committees: The Board of Directors of CFPA shall establish Special Committees from time to time as is necessary and proper to aid in carrying out the affairs of CFPA and its objectives. The President shall appoint the Chairs of the Standing and the Special Committees. The Board of Directors has authority to review, amend, and approve the content and scope of the Standard Operating Procedures for the standing committees. The Chair and members of the Standing Committees will adhere to and follow the Standard Operating Procedures for those Committees The standing committees designated by the Bylaws of CFPA shall include, but not be limited to:
Continuing Legal Education Elections Job Bank Membership Newsletter Paralegal Regulation & Ethics Public Relations Student Relations
8.2 Appointment: The President, upon assuming office, shall appoint Chairs of those Standing Committees and any Special Committees established by the Board of Directors. Said Chairs shall continue until their successors are appointed.
8.3 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 CFPA Officer. No Standing or Special Committee shall represent CFPA 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 obligation nor enter into any contract for CFPA without the prior specific authorization of the Board of Directors. No committee of CFPA shall:
Dispose of the property of CFPA; Designate any such committee for the filling of vacancies of the elected or appointed offices; Amend, alter, or rescind the Bylaws or adopt new Bylaws; and/or Amend or repeal any resolution of the Board of Directors.
8.4 Duties and Responsibilities: The Board of Directors has specified the duties and responsibilities of the various committees through the Standard Operating Procedures. Each Committee Chair has an obligation to report to the Board of Directors the proposed actions, expenses and review of past activities as set forth in the Standard Operating Procedures.
ARTICLE IX - Fiscal Year
The fiscal year of CFPA shall be from January 01 through December 31, the standard calendar year.
ARTICLE X – Indemnification
CFPA may at its discretion indemnify officers and directors for claims brought against them arising out of actions or omissions taken while acting within the scope of their duties on behalf of CFPA, and the Board of Directors may at its discretion cause CFPA to obtain insurance coverage to provide for that indemnification.
ARTICLE XI - Seal
The official seal of CFPA shall be in the form and style adopted from time to time by the Board of Directors.
ARTICLE XII - Amendments
These Bylaws must not be in conflict with the Bylaws of NALA. These Bylaws may be adopted, amended, or replaced by a 2/3 majority vote of the members pursuant to Quorum and voting requirements set forth in Article VII (7.6). Thirty (30) days prior written notice of any amendment(s), along with a copy of the proposed amendment(s) must be provided to the membership by US mail or by electronic mail (email) before any Special Meeting can be called for the purpose of voting on any proposed amendment. NALA must be advised of any amendments within sixty (60) days of passage.
ARTICLE XIII - Parliamentary Authority
The rules contained in the current edition of Roberts Rules of Order Newly Revisedshall govern CFPA in all cases in which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order CFPA may adopt. CFPA will provide the Parliamentarian with the current edition of the Rulesand the Parliamentarian shall be responsible for preserving such edition during his/her term.
ARTICLE XIV– Dissolution
14.1Dissolution Meeting: CFPA may be dissolved only by resolution adopted by the Board of Directors upon a two-thirds (2/3) vote of the entire membership of CFPA. A Special Meeting shall be called to vote on the dissolution of CFPA. Thirty (30) days prior written notice of the Special Meeting, along with specific notice that the purpose of the Special Meeting shall be to consider dissolution of CFPA, must be provided to the membership by US mail or by electronic mail (email). Notice of such meeting shall also be provided to the NALA Affiliated Associations Director at least fifteen (15) days prior to such meeting.
14.2Distribution of Assets: In the event of dissolution of CFPA, all assets shall be distributed to a non-profit charitable organization as defined by the Internal Revenue Code. Such non-profit charitable organization shall be selected by a majority vote of the remaining members of CFPA. In no event shall any asset be distributed to any member or private individual.
ARTICLE XV - Severability
If any portion of these Bylaws shall be held to be invalid, all other portions hereof shall continue in full force and effect.
ARTICLE XVI - Code of Ethics
Every member of CFPA shall subscribe to and be bound by the Code of Ethics and Professional Responsibility of NALA, and any other code so adopted by the membership of CFPA. Violations of the NALA Code shall be grounds for immediate dismissal from membership and removal from office.
ARTICLE XVII - Retention of Affiliation
CFPA shall at all times maintain its affiliation with NALA by annual payment of an affiliation fee and the submission of a current membership roster. In the event of suspension of affiliation, CFPA 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. CFPA must comply with the required reports and requested procedures as outlined in these Bylaws. The annual renewal of affiliation with NALA shall be made in accordance to NALA requirement including the payment of late fees as determined by NALA, if appropriate.
Central Florida Paralegal Association, Inc. Bylaws - Amended by a Majority Vote and adopted on December 1, 2017.