ARTICLE I Name of the Corporation
The name of the Corporation is The National Client Protection Organization, Inc.
ARTICLE II Purposes of the Corporation
Section 1. The Corporation is not organized, nor will it be operated, for pecuniary profit and shall not declare or make dividends or other financial distributions to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this article.
Section 2. The purposes for which the Corporation is formed are as follows:
(A) To exchange information between and among administrators, counsel, trustees, board and committee members of organizations established within all of the States of the United States and foreign countries that have or wish to establish client protection funds for the protection, security and indemnification of the clients of attorneys, and also among other supporters of such client protection organizations.
(B) To render assistance and support in the creation, maintenance and enhancement of protection, security and indemnity funds established throughout the United States and elsewhere for the benefit of clients of attorneys.
(C) To conduct, participate in, and support seminars and forums for the education of and exchange of information between administrators, counsel, trustees, board and committee members of organizations established for the protection, security and indemnification of clients of attorneys and for other supporters of such client protection organizations.
(D) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation. The Corporation shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.
(E) To engage in any other educational activity not inconsistent with the specific purposes hereinabove set forth.
ARTICLE III Offices
The registered corporate office of the Corporation shall be in the State of Maryland. Executive headquarters and business offices may be established in such city or cities of the United States and elsewhere as the Board of Directors may from time to time determine.
ARTICLE IV Membership
Section 1. Boards of trustees, commissions, committees and other similar organizations operating under the authorization of the government of any state or territory, or of any bar association or law society are eligible to become Organizational Members.
Section 2. Any person actively involved in any Organizational Member, either as an employee, or as a trustee, commission member, etc., or otherwise involved or interested in law client protection, may become an individual member.
Section 3. The membership year shall be from May 1 to April 30 inclusive. All memberships shall date from May 1.
Section 4. Organizational Members and Individual Members shall have the obligation to pay annual dues to the Corporation as provided in Article VI. The obligation to pay dues shall continue from year to year unless a written resignation is received by the secretary prior to the end of the membership year for which dues have been paid. Any member who is in arrears for dues for six months shall cease to be a member of the Corporation. A member who has failed to retain membership pursuant to this section may be reinstated upon payment of dues for the current year.
Section 5. Organizational Members shall designate at the time of membership an official voting representative. That representative, should he or she not be able to be in attendance at the meeting of the Corporation, may designate a substitute to represent the Organizational Member. Organizational and Individual Members may vote, with the Organizational Members having ten (10) votes which may be split as desired by the Organizational Member and Individual Members having one (1) vote.
Section 6. The Secretary shall maintain a membership list of the names and addresses of all Organizational Members, the official voting representative of each Organizational Member, and Individual Members.
ARTICLE V Membership Meetings
Section 1. The Corporation shall conduct an Annual Meeting at a time and place fixed by the Board of Directors. The Secretary of the Corporation shall mail a notice of the time and place of the Annual Meeting to each member at least thirty (30) days prior to each meeting.
Section 2. Special meetings may be called by the President, and shall be called by the President at the request of any three (3) Directors by directing the Secretary to mail notice of the time and place of such meeting, the purpose of such meeting and the subjects to be considered, to all members at least fourteen (14) days in advance of such Special Meeting, unless the Board of Directors provides otherwise.
Section 3. The presence of a majority of the Organizational Members of the Corporation at any meeting of the Corporation shall constitute a quorum.
Section 4. The membership may, by majority vote of those present at a meeting, close any session at any meeting to persons who are not members of the Corporation.
Section 5. All meetings authorized under this article shall be administered consistent with Roberts’ Rules of Order.
ARTICLE VI Membership Dues
Section 1. An annual dues assessment, payable to the Treasurer of the Corporation, in the amount of $200 for Organizational Members and $25 for Individual Members, will be due and payable on or before May 1 of each year.
Section 2. The Board of Directors may increase or decrease the amount of either the Organizational Member dues or the Individual Member dues for any given year by action announced not later than November 1.
Section 3. The Board of Directors is authorized and empowered on behalf of the Corporation to receive by gift, donation, devise, bequest or otherwise, either real or personal property; to hold the same absolutely or in trust; to invest, reinvest, and manage the same; and to apply said property and the income arising therefrom to the purposes of the Corporation
Article VII -- Board of Directors
Section 1. The business and affairs of the Corporation shall be managed by a Board of Directors. The initial Board of Directors shall consist of three (3) persons, whose terms shall expire at the first Annual Meeting of the Corporation. Thereafter the Board of Directors shall consist of the President, President-Elect, Treasurer, Secretary, Counsel, Immediate-Past President, and three members to be elected at large. Each term of office shall run concurrently with a Director’s term as an officer of the Corporation, and the three (3) at-large Directors shall be elected at the Annual Meeting. The initial at-large Directors shall be elected for one, two and three-year terms, and each succeeding term of the at-large Directors shall be for three years. The Immediate Past-President shall serve a term of two years. Directors shall be eligible for re-election to successive terms. Vacancies shall be filled temporarily by the Board of Directors until the next Annual Meeting.
Section 2. At each Annual Meeting, the Board of Directors shall appoint an Executive Committee which shall be authorized to act for the whole Board of Directors between meetings thereof. The Executive Committee shall consist of at least three (3) and not more than five (5) Directors.
Section 3. The Board of Directors shall meet at the call of the President. Two members of the initial Board of Directors shall constitute a quorum, and four members of each successive Board of Directors shall constitute a quorum. Meetings may be conducted by telephone conference. The President shall provide reasonable notice of all meetings.
Article VIII -- Officers of the Corporation
Section 1. The officers of the Corporation shall consist of a President, President-Elect, six (6) Vice Presidents, a Treasurer, a Secretary and a Counsel.
Section 2. Officers shall be elected at the Annual Meetings of the Corporation, except Counsel, who shall be appointed by the Board of Directors. At each Annual Meeting, the Nominating Committee shall submit the names of candidates for offices that are required to be filled by election at that meeting. Candidates may be added to the Nominating Committee’s ballot at the Annual Meeting by the nomination by any member of the Corporation. The President and President-Elect shall be elected for terms of two years. The Corporation’s Vice Presidents, Secretary and Treasurer shall be elected for terms of one year and shall be eligible for re-election. Vacancies shall be filled temporarily by the Board of Directors until the next Annual Meeting, except in the case of the President.
Section 3. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Corporation and the Board of Directors. The President shall be responsible for implementing the policies of the Board of Directors, and shall fulfill such other responsibilities as may be assigned or delegated by the Board of Directors.
Section 4. The President-Elect shall be considered to be First Vice President, and shall perform such duties as are usual to that office. The President-Elect shall preside at meetings of the Corporation and the Board of Directors in the absence of the President. In the event of a vacancy in the office of President, the President-Elect shall serve as President until the next Annual Meeting, and shall thereafter succeed to the office of President for term of two years.
Section 5. The Vice Presidents shall assist the President and the Board of Directors in the formulation and implementation of policy. One Vice President shall be selected from each of the following geographic regions of the United States: the Northeast (Maine, Vermont, New Hampshire, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, District of Columbia); the Southeast (Florida, Georgia, South Carolina, North Carolina, Virginia, West Virginia, Kentucky, Tennessee, Alabama, Mississippi); the Midwest (Ohio, Michigan, Indiana, Illinois, Wisconsin, Minnesota, Iowa, Missouri, North Dakota, South Dakota, Nebraska; the Southwest (Arizona, Utah, Colorado, New Mexico, Texas, Louisiana, Arkansas, Kansas, Oklahoma); and the West (Hawaii, Alaska, Washington, Oregon, California, Nevada, Idaho, Montana, Wyoming). One Vice-President shall be selected from the all the provinces and territories of Canada.
Section 6. The Treasurer shall be the chief financial officer of the Corporation and be responsible for the receipt, custody, safekeeping and disbursement of the Corporation’s assets. Unless the Board of Directors provide otherwise, no fidelity bond shall be required of the Treasurer.
Section 7. The Secretary shall be responsible for the recording of all minutes of meetings of the Corporation and the Board of Directors, the custody of corporate records, and the communication of all notices required by the Articles of Incorporation or these Bylaws.
Section 8. Counsel shall assist the President and the Board of Directors in reviewing the affairs of the Corporation, and such other responsibilities as may be assigned by the President or the Board of Directors.
Section 9. None of the officers of the Corporation shall be compensated for their services, but the Board of Directors may authorize that they be reimbursed reasonable expenses which are necessarily incurred by them in the performance of their offices.
ARTICLE IX Mail Vote
Whenever, in the judgment of the Board of Directors, any question shall arise which should be put to a vote of the membership and when the directors deem it inexpedient to call a Special Meeting for such purpose, the directors may, unless otherwise required by statute, the Articles of Incorporation or these Bylaws, submit such matter in writing by mail for vote and decision, and the question thus presented shall be determined according to a simple majority (or a higher percentage if required by statute, the Articles of incorporation or these Bylaws) of the votes received by mail within three (3) weeks after such submission for vote, provided that, in each case, votes of at least one-half of the total number of votes entitled to be cast shall be received.
ARTICLE X Committees
The Board of Directors may create one or more committees and appoint members of the Corporation and the Board of Directors to serve on them. Each committee may have one or more members, who shall serve at the pleasure of the Board of Directors. At the first Annual Meeting of the Corporation, the Directors shall create and organize a Nominating Committee, a Finance Committee and a Publications Committee.
ARTICLE XI Publications
Section 1. The Board of Directors shall authorize publications which in the judgment of the Board of Directors are consistent with the purposes of the Corporation.
Section 2. The Corporation shall own the copyright for the original and any renewal term thereof in any writing of an author whose work is specifically commissioned by the Corporation. The Corporation may publish, with permission of the author, any writing which is consistent with the purposes and objectives of the Corporation.
Section 3. Publications of the Corporation shall be made available to all members in good standing. Subscription rates for the Corporation’s periodical and non-periodical publications shall be fixed by the Board of Directors.
ARTICLE XII Representations and Endorsements
Section 1. No member of the Corporation shall express as policy of the Corporation any matter which has not been determined by action or resolution of the Board of Directors or the membership.
Section 2. Any member who, when making a public utterance, permits himself or herself to be identified as an officer or director, or member of the Corporation shall clearly identify, as personal or otherwise, any views at variance with policy of the Corporation known to that member.
Section 3. The name of the Corporation shall not be used in any way which tends to indicate official endorsement of commercial products, services or publications, which implies an endorsement of any business or which suggests that membership in the Corporation is available to any organization, except as otherwise provided in Article IV.
ARTICLE XIII Insignia
The Corporation may have an insignia or corporate seal of such design as the Board of Directors may adopt.
ARTICLE XIV Amendments to the Bylaws
Section 1. Any petition for amending these Bylaws and the reasons therefore shall be submitted in writing to the Board of Directors through the Secretary over the signatures of not fewer than three members, which members may include members of the Board of Directors.
Section 2. Each petition for amendment shall be considered for the first time at the first meeting of the Board of Directors following receipt of the petition by the Secretary.
Section 3. If the petition receives the vote of the majority of the Board of Directors, it shall be presented to the membership for ratification. The affirmative vote of the majority of the votes entitled to be cast by the membership shall be required for approval of the petition.
Section 4. If a petition is not approved by the Board of Directors, this fact shall be made known to the membership attending the next regular meeting of the Corporation.
ARTICLE XV Indemnification of Directors and Officers
Section 1. As used in this Article, any word or words that are defined in section 2-418 of the Corporations and Associations article of the Annotated Code of Maryland (the "Indemnification Section"), as amended from time to time, shall have the same meaning as provided in such Indemnification Section.
Section 2. The Corporation shall indemnify a present or former director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section of the aforementioned Annotated Code of Maryland.
Section 3. With respect to any corporate representative other than a present or former director or officer, the Corporation may indemnify such corporate representative in connection with the Indemnification Section; provided, however, that to the extent a corporate representative other than a present or former director or officer successfully defends on the merits or otherwise any proceeding referred to in subsections (b) or (c) of the Indemnification Section or any claim, issue or matter raised in such proceedings, the Corporation shall not indemnify such corporate representative other than a present or former director or officer under the Indemnification Section unless and until it shall have been determined and authorized in the specific case by (i) an affirmative vote at a duly constituted meeting of a majority of the Board of Directors who were not parties to the proceeding; or (ii) an affirmative vote, at a duly constituted meeting of a majority of all the votes cast by Members who were not parties to the proceeding, that indemnification of such corporate representative other than a present or former director or officer is proper in the circumstances.
June 3, 2000