Chapter Bylaws

of

NALS OF KITSAPCOUNTY

ARTICLE I
NAME

The name of this Association is NALS of Kitsap County, a Washington nonprofit corporation (hereinafter “Association”), (a chartered association of NALS, Inc, an Oklahoma not-for-profit corporation (hereinafter “NALS”). This Association is nonunion, nonpartisan, nonsectarian, and nonprofit.

ARTICLE II

PURPOSE

The purpose of this Associationshall be to:

(1)Carry on a program for the further education of those engaged in work of a legal nature and to cooperate with attorneys, judges, and bar associations in stimulating a high order of professional standards and ethics among those persons engaged as legal professionals in private law offices, trust companies, various courts, and municipal and governmental agencies.

(2)Promote the objectives of NALS.

(3)Engage in any and all lawful activities and purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code.

(4)Do any and all other things necessary and incidental to carrying out the purposes of this Association and to have full power and authority to carry out such purposes.

ARTICLE III
MEMBERSHIP

Section 1: Qualification. Individual members shall consist of those persons engaged in work of a legal nature who agree to comply with NALS’ Code of Ethics and Professional Responsibility.

Section 2: Member Classifications. Member classifications are:

A.Voting Members:

(1)Individual

(2)Retired

(3)Student

B.Nonvoting Members:

(1)Associate
(2)Honorary

Individual members shall be members in good standing, who meet the qualifications set forth in Article III, Section 1, above. Individual members shall be primary members of only one chapter, and shall be voting members with the right to hold elective office. An individual member may maintain membership as long as dues are continuously paid, even if member no longer engages in work of a legal nature.

Retired members shall be members in good standing, who are retired and have a total of five consecutive years as a member immediately prior to retirement, and who have either attained age 62 or have retired due to physical disability and shall be voting members with the right to hold elective office.

Student members include students attending an accredited program relating to work of a legal nature and are classified by that school as taking at least nine hours per semester/quarter of college credit and may not vote or hold elective office.

Associate members include educators, judges, and attorneys, who may not vote or hold elective office. Individual members may transfer to associate membership upon qualifying for associate membership.

Honorary members are selected by the board because of outstanding or special service for the legal profession or for this Association. They may not vote or hold elective office.

Life members include qualified NALS life members. Life members shall be voting members with the right to hold elective office. A member may not be a life member of a chapter without also being a NALS life member.

Section 3: Secondary members. Any individual member of another chapter or state association may apply for secondary membership. Secondary members may not vote or hold elective office.

ARTICLE IV

DUES AND FEES

Dues and fees for all classes of membership shall be established by the members. Members whose dues shall not have been paid by the date the dues become delinquent may be reinstated during the one-year period immediately following such lapse upon payment of any reinstatement fees. Members whose dues have lapsed for more than one year shall be required to apply as a new member. Honorary members are not required to pay dues.

ARTICLE V

MEMBER MEETINGS AND VOTING

Section 1. Membership meetings will be held once a month (September through June) at a venue determined by the membership.

Section 2. A Chapter Planning Meeting will be held after the installation of new officers and prior to the September meeting at a time and place determined by the newly-installed president.

Section 3. Special Meetings may be called by the officers. The purpose of such meeting shall be stated and notice given to all members via e-mail, by telephone, or in person. Special Meeting may be conducted via e-mail, by telephone, or in person.

Section 4. Voting upon issues brought forth in any of the meetings, stated above, shall follow member classification as prescribed by Article III, Section 2. Simple majority will determine passage of any bylaws and/or amendments to same.

ARTICLE VI

BOARD OF DIRECTORS/OFFICERS

Section 1. Authority and Responsibility. The board of directors will consists of the officers of NALS of Kitsap County. The terms “board of directors” and “officers” will be interchangeable in all governing documents of this Association. The officers shall be the governing body of this Association and shall oversee the financial affairs of this Association. The officersshall have supervision, control, and direction of the affairs of this association, its committees and publications; shall determine, with member input, the policies or changes therein; and shall actively pursue these objectives and supervise the disbursement of its funds. The officersmay adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2. Composition. The officersshall be composed of the president, vice president, secretary, and treasurer. The president may appoint any other member or committee chair to serve on the board. All appointments are subject to the approval of the officers. The executive committee consists of the elected officers.

Section 3. Qualifications. All officers must be members in good standing. A candidate for president shall have served as an elected member of the board for at least one year prior to nomination; however, if circumstances exist which would make this qualification impracticable, then the requirement for one year’s service may be waived.

Section 4. Election. The officers shall be elected by the members of this Association annually pursuant to Article III. In the event of a vacancy in a board position (except president which shall be filled by the vice president), such vacancy shall be filled by a vote of the majority of the sitting officers.

Section 5. Terms of Office. The term of office for all elected officers shall be one year beginning upon installation (or, if such period extends beyond the one-year period, until their successor is elected or appointed).

Section 6. Meetings. Special meetings of the officers may be called by the president. Notice of special meetings shall be given to the officers. Meetings may be held via e-mail, by telephone, or in person.

Section 7.Voting. Each officer shall have only one vote, which vote must be cast via e-mail, by telephone, or in person.

Section 8. Action Without a Meeting. Any action may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all board members, with at least a majority concurring in the action.

Section 9. Compensation. The officersshall not receive any compensation for their services, other than expenses authorized by the members of this Association.

Section 10. Duties.

President. The president shall preside at all meetings of this Association and at regular and special meetings of the board; shall recommend appointments and committee chairmen and members; and shall generally manage the day-to-day business of this Association. The president serves as an ex-officio member of all committees, except for nominations, and is a signer on all bank accounts.

Vice President. The vice president shall assume the duties of president in the absence of the president and shall perform such other duties as are assigned by the president or board. The vice president shall serve as the chairman of the membership committee and ensure that membership roster is kept up to date.

Secretary. The secretary shall keep the minutes of all meetings of this Association, and be the custodian of this Association’s records; coordinate with the president or other officers the timely furnishing of reports and other required information to NALS, and perform such other duties as assigned by the president or the board.

Treasurer. The treasurer shall oversee the financial affairs of this Association under the direction of the board; sign checks for authorized disbursements; and perform such other duties as are assigned by the president of the board.

Section 11. Quorum. A majority of the voting members present at any meeting shall constitute a quorum, and any such business thus transacted shall be valid providing it is approved by a majority of those present and voting.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of this Association shall be May 1 through April 30.

Section 2. Conformance to NALS Bylaws. The bylaws of this Association shall conform to and shall not be in conflict with any bylaw or amendment thereto which has been or which will be adopted by NALS or the State Association. Any provision which is in conflict with the bylaws of NALS shall be deemed to be void and unenforceable.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

Subject to NALS’ and this Association’s bylaws, standing rules, and any other procedures or articles of incorporation, proceedings at any meeting of this Association shall be governed by the current edition of Robert’s Rules of Order Newly Revised.

ARTICLE IX

AMENDMENTS

Section 1. Procedures. The voting members may amend any bylaws by a simple majority vote.

Section 2. Notice. Notice of proposed bylaw amendments must be given by the secretary in writing to the membership at least 10 days before the vote is scheduled.

Section 3. Effective Date. Amendments to these bylaws shall take effect immediately upon adoption unless otherwise specified.

Section 4. Grammatical and Correlation Changes. Automatic grammatical and correlation changes in these bylaws or amendments thereto, which in no way alter the intent of the respective bylaws and amendment thereto, shall be effected subject to the approval of the president.

ARTICLE X

DISSOLUTION OR WITHDRAWAL

In the event of dissolution or withdrawal of this Association from the State Association of NALS, the procedures set forth in NALS’ bylaws, standing rules, and established procedures shall govern.

BYLAWS OF NALS OF KITSAP - Page 1 of 5