ARTICLE I – NAME AND OFFICE
(A) The name of the organization shall be the New York City Chapter of the Association of Legal Administrators (the “Chapter”), a not-for-profit corporation of the State of New York.
(B) The principal office of the Chapter shall be located at the office of the administrator employed by the Chapter, as designated by the Board of Directors (hereinafter referred to as the “Board”).
ARTICLE II – PURPOSES OF THE CHAPTER
(A) To promote the exchange of non-confidential information regarding the administration and management problems distinctive to legal organizations, including private law offices, corporate legal departments, government legal and judicial organizations and public service legal groups;
(B) To enhance the professionalism of the administrative function by providing to its members avenues for professional growth including educational activities, interaction with other administrators and opportunities for career development;
(C) To educate such legal organizations regarding the value and availability of professional administrators;
(D) To support the goals and programs of the Association where consistent with the goals and purposes of the Chapter;
(E) To participate in any way in the advancement of the profession of legal administration.
ARTICLE III – MEMBERSHIP: CRITERIA, CLASSES AND REMOVAL
Membership in the Chapter shall be comprised primarily of individuals engaged on a
Full-time basis in the management of legal organizations or as a consultant supporting legal organizations, as defined below, and shall consist of Regular and Associate Members as defined and provided for in these bylaws.
Membership in the Chapter is not open to business partners, as defined below, who are engaged by legal and/or legal consultant organizations.
1. REGULAR MEMBERS. Regular membership in the Chapter is limited to:
(A) Legal administrators, regardless of the title by which that individual is recognized within his or her organization, engaged in the management of a legal organization. “Legal administrators” are persons who (i) exercise management responsibilities on a full-time basis or, if not full-time, devote at least 75% of their working time to performing the management responsibilities of their position; (ii) manage others or manage an important function that renders high-level technical or other specialized services to the organization; (iii) occupy a position that involves the exercise of independent judgment without close daily supervision; and (iv) are employed, in a position that is or is eligible to be classified as exempt, by one or more “legal organizations” – such as a private law firm, legal service clinic, corporate legal department, college or university legal department, governmental legal agency, court system, charitable legal agency, or some other organization that is primarily engaged in the practice of law. Eligible persons may perform all relevant management duties personally or, in the case of the delegation of such duties to subordinate staff or the contracting of any such duties to third parties, must retain responsibility for those duties.
In general, a “legal administrator” is either (i) the principal administrator in the organization, (ii) the administrator/manager of a branch office of the organization, or (iii) someone who reports directly to the principal administrator or branch administrator and has responsibility for one or more of the organization’s major functional management or administrative areas such as: General Management; Financial Management; Human Resources Management; Systems Management; Facilities Management; Marketing or Business Development Management; Practice Management; Management of Training and Development Activities; Staff Supervision and Management; and Management of Lawyer Recruiting activities.
(B) Practicing lawyers who have the principal lawyer executive management responsibility in their legal organization and who devote no less than 75% of their working time to that responsibility and function. Individuals potentially meeting this criteria would include the managing partner of a private law firm or the chair of a law firm executive committee; the General Counsel in a corporate legal department; and the head of a governmental agency legal department such as a state Deputy Attorney General with agency administration responsibilities.
(C) Unemployed legal administrators who are not serving as business partners and who have met the criteria for Regular membership are eligible to continue as Regular Members until expiration of a 180-day period measured from the date on which they are no longer employed as legal administrators. After the expiration of the 180-day period, unemployed legal administrators are eligible to continue as Associate Members and to renew as Associate Members (other eligibility requirements of Associate membership notwithstanding) provided such legal administrators are not serving as business partners and are actively seeking employment as a legal administrator and/or legal consultant. Unemployed Chapter members must remain members in good standing of the international organization.
(D) Individuals who have been designated as “Life Members” by the Chapter Board of Directors. Life Members are those individuals who have rendered extraordinary service to the Chapter. Life Members have all the rights and privileges of Regular membership, but they are not required to pay dues. Those Life Members who are no longer employed as legal administrators and do not meet the criteria for Regular membership may not hold elective or appointive office but may serve as members of committees.
(E) Consultants to the Legal Industry. A consultant is defined as an individual who does not provide goods, furniture, equipment, supplies, materials, software technology, insurance, or legal industry services directly or through his/her company, or causes to be provided through a workforce of employees, or is employed by such an entity, unless the individual meets one or more of the following criteria:
1) an individual who is a recognized subject-matter expert within the legal community;
2) an individual whose primary service generally involves the sale of intellectual property, expert advice, coaching or assessment to legal organizations and who engages with multiple and changing clients;
3) an individual who performs ongoing day-to-day administrative functions for one or more companies or firms which would otherwise qualify the individual for Regular ALA membership despite who employs them including a business partner;
4) an individual who is self-employed as a contractor or operating a self-owned business and performing day-to-day administrative roles for one or more companies or firms, which would otherwise render the person eligible for Regular ALA membership if an employer/employee relationship existed.
A consultant membership is bestowed upon an individual, not a company, and employees of business partner-eligible companies are not considered consultants and are not eligible for consultant membership, unless: a) the individual is performing day-to-day administrative functions at a remote or third party location; or b) the individual is employed as a legal administrator in the corporate legal department of the business organization.
(F) For purposes of membership eligibility, a business partner is generally an individual (or member of an organization) whose primary function is to market or sell products and/or services to members of the legal community.
Regular Members have all the rights and privileges of membership, including (except as provided in Article III(1)(D), above) the right to hold elective or appointive office.
2. ASSOCIATE MEMBERS. Associate membership in the Chapter shall be available to those individuals who are interested in legal administration and management, who do not meet the criteria for Regular membership, and who are either:
(A) Practicing lawyers with an interest in law firm administration and management;
(B) Individuals engaged in an ongoing employment -type relationship that involves providing continuing management services of the types described in Article III(1)(A), above;
(C) Retired Regular Members of the chapter who are not otherwise employed;
(D) Unemployed legal administrators who have exhausted their eligibility for Regular membership but meet the requirements of Associate membership under Article III(1)(C), above;
(E) Teachers of business, organizational management, law or law-related disciplines at institutions of higher learning, as well as deans with administrative and management responsibilities at such institutions;
(F) Any part or full time student enrolled in any degree program at an accredited institution of higher or post-secondary learning, and who is not employed in a full-time exempt position, will be eligible for ALA student membership at the current student rate and for a maximum term of four years at which time membership status may be reviewed for continuation;
(G) Bar association executives with management responsibilities of the type described in Article III (1) A., above; or
(H) Other individuals not specifically excluded from membership who have and demonstrate an interest in the management of law firms and other legal organizations, and who do not qualify for Regular membership in the Chapter.
Associate Members may hold elective or appointive office in the Chapter. Other policies governing the participation of Associate Members in the Chapter, as well as the nature and extent of benefits accruing to Associate Members, shall be determined from time to time by the Chapter Board of Directors.
All members of the Chapter must be members of the international Association of Legal Administrators.
ARTICLE IV – BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND OFFICERS
(A) General control and establishment of policy with regard to the activities, funds, membership property and programs of the Chapter shall be vested in the Board of Directors.
(B) The Board shall consist of the President, President-Elect, Financial Officer, Communications Officer and nine Vice Presidents, unless otherwise decided by the Board, who shall be voting members. The immediate Past President of the Chapter will be a member of the Board ex officio (non-voting.) In addition, there may be Vice Presidents at Large who may be temporarily empowered to vote in those situations where their presence must be counted in order to constitute a quorum as provided for in Item (L) of this Article IV.
(C) The day-to-day administration of the responsibilities of the Board shall be vested in an Executive Committee (hereinafter referred to as the “Committee”) which shall serve at the direction of the Board. The Committee shall consist of the President, President-Elect, Financial Officer, Communications Officer and Past President, serving in ex-officio (non- voting) capacity.
(D) The officers of the Chapter shall be the President, who will succeed to the office from the position of President-Elect; President-Elect, Communications Officer and Financial Officer, who shall be nominated by the Nominating Committee from the present Board; and nine Vice Presidents, all of whom shall be elected by ballot by the general membership.
(E) The President shall serve a one-year term, starting April 1 and ending on March 31. No individual shall serve as President longer than one term of office without thereafter leaving the office of President for a minimum of three years. The President-Elect shall serve the same one-year term as the President. The President-Elect will succeed to the presidency for a one-year term.
(F) Four Vice Presidents and the Financial Officer shall be elected in odd numbered years and five Vice Presidents and the Communications Officer shall be elected in even numbered years. Vice Presidents shall end their terms on March 31 of the year which is two years following the year of their election. No individual shall serve as a member of the Board longer than two full terms of office without thereafter leaving elective office for a minimum of two years unless such individual is elected to the office of President-Elect, Financial Officer or Communications Officer. Vice Presidents at Large may serve up to two one-year terms; however, the combined years of service as Vice President at Large and Vice President shall be no longer than five years.
(G) If the President is unable to complete his or her elected term of office for any reason, the President-Elect will succeed to the office of President for the remainder of such term and subsequently for the regular one-year term. If the President-Elect is unable to complete his or her elected term of office for any reason, the President shall promptly do one of the following: (a) call a meeting of the Board and notify the Board members by e-mail at least two (2) days prior to the meeting; (b) arrange a conference call hookup; or (c) poll the Board members via e-mail. The Board shall fill the vacancy for the balance of the unexpired term of office, by majority vote, electing one of the currently serving members of the Board. If one of the Vice Presidents is elected, the Vice President at Large who is next in line based on the previous election results will fill the Vice President vacancy for the balance of the unexpired term of office. The vote shall include all of the voting members of the board (President, President-Elect, Financial Officer, Communications Officer and Vice Presidents) whether present or in absentia by whatever manner agreed on by the board. The Vice Presidents at Large will not participate in the vote. The President’s vote shall only be counted in the event of a tie.
(H) If either the Financial Officer or the Communications Officer is unable to complete his or her term, a replacement shall be nominated by the Executive Committee and, by majority vote of the Board, elected to complete the balance of the unexpired term of office. If one of the Vice Presidents is elected, the Vice President at Large who is next in line based on the previous election results will fill the Vice President vacancy for the balance of the unexpired term of office. The vote shall include all of the voting members of the board (President, President-Elect, Financial Officer, Communications Officer and nine Vice Presidents) whether present or in absentia by whatever manner agreed on by the board. The Vice Presidents at Large will not participate in the vote. The President’s vote shall only be counted in the event of a tie. The nominee must be a member of the current board, have served on a past Board, or be a member in good standing with expertise in the required field.
(I) Any other vacancies occurring on the Board shall be filled in turn by the Vice Presidents at Large, who are next in line based on the previous election results, to be appointed by the President. Should the number of Vice Presidents at Large be insufficient to fill vacant positions, replacements shall be nominated by the Executive Committee and, by majority vote of the Board, elected to complete the balance of the unexpired term of office. The vote shall include all of the voting members of the board (President, President-Elect, Financial Officer, Communications Officer and nine Vice Presidents) whether present or in absentia by whatever manner agreed on by the board. The President’s vote shall only be counted in the event of a tie.
(J) Any Vice President vacancy that is created by the elevation of a Vice President to the President-Elect, Financial Officer, or Communications Officer positions, mid-term, will be filled by the Vice President at Large, from the current Board, who is next in line based on the previous election results for the balance of the unexpired term of office.
(K) Elected officers and members of the Board shall serve without pay.
(L) The President shall serve as Chair of meetings of the Board. In the event of a tie vote, the President’s vote shall be counted to break the tie, and his or her presence shall be counted toward a quorum.
(M) The Board shall meet monthly. Meetings will be scheduled at the beginning of each chapter year. Notice of a meeting will be delivered by the President, in writing, to all members of the Board at least two days prior to the date of the meeting. A majority (seven) of the voting members of the Board shall constitute a quorum. If the members of the Board are insufficient to constitute a quorum, as many of the Vice Presidents at Large as may be necessary to constitute a quorum will temporarily function and vote in the capacity of Acting Vice President(s). The immediate past president is a non-voting member. The Vice Presidents at Large will be permitted to vote on those occasions when necessary to satisfy a quorum. If and when the Vice President at Large is no longer needed to constitute a quorum, he or she will revert to the position of Vice President at Large. The Vice Presidents at Large are not permitted to vote in the cases described in sections (G), (H), and (I) of this Article IV.
(N) The duties of officers shall be such as their titles indicate, or as specified by the Executive Committee at an annual one-day retreat to be held as close as possible to the beginning of each new term. The agenda for the retreat will include (but not be limited to) explanations of responsibilities of the Executive Committee, definition and responsibilities of each Board position, and responsibilities of committee chairs.
(O) An officer may be removed from the Board and from the office held if he or she fails to attend three (3) consecutive meetings of the Board, or for other good cause, upon the majority vote therefore of all the members of the Board, except the officer whose removal has been proposed. The Executive Committee may suggest an alternate remedy in lieu of removal from the Board, which remedy would also require the majority vote of all of the members of the Board, except for the officer in question. The vote shall include all of the voting members of the board (President, President-Elect, Financial Officer, Communications Officer and nine Vice Presidents) whether present or in absentia by whatever manner agreed on by the Board. The President’s vote shall only be counted in the event of a tie. Such removal shall be effective at such time as the Board may determine. The notice of any Board meeting at which such action is contemplated shall contain a notice of the proposed termination or other action, and the officer whose status is being challenged shall be notified thereof in writing at least thirty (30) days prior to the date of such meeting. The officer has the right to defend his/her position and may argue his/her case before the Board.
(P) The immediate Past President, as Chair of the Nominating Committee, will track the tenure of the members of the Board of Directors for the purpose of accurate succession in the event of any vacancies that might occur and to assure compliance with Article IV (F) above.
ARTICLE V – COMMITTEES
(A) The President and/or the Board may from time to time appoint regular or special committees, or discontinue any committees, to carry out the work of the Chapter.
(B) The President and President-Elect will be ex-officio members of all committees except the Nominating Committee.
ARTICLE VI – ELECTIONS
(A) A Nominating Committee shall be appointed by the Chair of the Nominating Committee within sufficient time to evaluate candidates for office. The Nominating Committee shall be composed of (1) the immediate Past-President, who shall act as Chair, (2) two prior members of an executive committee of the board who are still active legal administrators, and (4) four additional members who shall be appointed by the Nominating Committee chair from the general membership and are intended to represent the membership at large. The past members of the executive committee of a board may consist of prior members of an executive board who can provide leadership and guidance on selecting the slate, including a Treasurer, Corresponding Secretary or past President. Members of the Nominating Committee are not eligible to serve on this committee in consecutive years. Members appointed to the Committee shall not be eligible to run for elective office in the year in which they serve on the committee. No member of the committee, other than the immediate Past-President, shall have served on the Board for one (1) year prior to their appointment.
(B) Neither the President nor the President-Elect may serve on the Nominating Committee.
(C) The Nominating Committee slate shall be presented to the Board no later than the December meeting for its approval prior to its presentation to the general membership. The vote shall include all of the voting members of the Board (President, President-Elect, Financial Officer, Communications Officer and nine Vice Presidents) whether present or in absentia by whatever manner agreed on by the Board. The President’s vote shall only be counted in the event of a tie.
(D) Upon approval by the Board, the Nominating Committee slate shall be announced to the Chapter no later than December 31.
(E) The Chair of the Nominating Committee shall prepare a ballot containing the report of the Nominating Committee, and such other nominations as are made under Paragraph (H) of this Article VI. Ballots shall be delivered to the membership no later than January 31st of each year. Members shall have approximately twenty (20) days to return ballots in conformance with the instructions thereon. Any ballot not in conformity with the rules for voting as stated on the ballot shall not be counted. The Chapter President shall notify the Chapter membership of the election results as soon as practical, but no later than March 15.
(F) Elections of members of the Board shall be by the highest number of votes, in descending order, cast by the Chapter membership.
(G) In the event of a tie in the election tally, there will be a board vote to break the tie that shall include all of the voting members of the board (President, President-Elect, Financial Officer, Communications Officer and nine Vice Presidents) whether present or in absentia, by whatever manner agreed on by the board, except those board members that are involved in the election tie. The President’s vote shall only be counted in the event of a tie. A board vote would be required if there is a election tie in any of the following three scenarios:
(1) If there is a tie for the last Vice President slot and the first Vice President at Large slot.
(2) If there is a tie amongst the Vice President at Large slots.
(3) If there is a tie for the last Vice President at Large slot.
(H) The Chair of the Nominating Committee shall make an announcement to the membership at large seeking potential nominee(s) to the Board by early October. Independent nominations for elective office may be made by submitting name(s) of proposed nominees in writing in response to that announcement. Nominations must be received by the Chair within 14 days of the date of the announcement. A proposed nominee should be an active, involved member of the Chapter.
ARTICLE VII – FISCAL YEAR
(A) The operating and fiscal year of the Chapter shall begin April 1st and end March 31st.
(B) An annual budget for each operating year shall be prepared by the Financial Officer for approval of the Board at its May meeting.
(C) The Financial Officer will prepare a balance sheet as of March 31 and statement of income and expense for the fiscal year then ended, for approval by the Board at its May meeting.
(D) Financial Officer shall provide a Financial Officer’s report two days prior to each of the Board’s regular meetings. The Financial Officer will report year-end projections and cash flow at the monthly meeting.
(E) The Executive Committee will hold an annual meeting with the independent accountant for the purpose of reviewing the financial status of the Chapter.
ARTICLE VIII – AMENDMENTS
These by-laws may be amended by a two-thirds vote of all of the members of the Board. Seven (7) days’ prior written notice must be provided before voting on any amendment and any and all proposed amendments must be reviewed by the Association prior to a vote by the Board of Directors.
ARTICLE IX – DISSOLUTION
(A) The Chapter may be dissolved by a resolution adopted by a majority of the board.
(B) In the event of dissolution of the Chapter, the Board or a committee appointed by the Board shall be responsible for its liquidation.
(C) In case of dissolution of the Chapter, the Board shall authorize the payment of all indebtedness of the Chapter, arrange to make the necessary payments, and turn over any remaining assets to the Foundation of the Association of Legal Administrators (“FALA”). In the event of dissolution, dues will not be refunded to Chapter members.
ARTICLE X – INDEMNIFICATION
Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Chapter may be indemnified by the Chapter against the reasonable expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein, except as to matters as to which such director or officer is guilty of negligence or misconduct in the performance of his or her duties. Such indemnification shall not be deemed exclusive of any other rights of indemnification which such director or officer may be entitled apart from this Bylaw. The Chapter may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Chapter against any liability.
ARTICLE XI -LAW TO APPLY
In the event of any dispute as to the meaning of any term or phrase contained herein, New York State law shall apply.
ARTICLE XII – SEVERABILITY
If any paragraph hereof shall be held to be invalid, all other paragraphs hereof shall continue in force and effect.
ARTICLE XIII – OTHER
It is not permitted for members to exchange prospective pricing information or other economic data, which might appear to violate antitrust regulations; the Chapter does not condone any such exchange of information.
The Chapter shall not sponsor, endorse or contribute financially to any political candidate for elective office in local, state or federal elections, and shall not lobby for the passage of any legislation, except that it may conduct educational meetings and produce educational literature to inform its members and others on legislation which may affect the function or profession of legal administration.
Adopted: February 24, 1971
Revised: June 1972