By-Laws for the Association of Litigation Support Professionals

ARTICLE I - NAME
ARTICLE II - PURPOSES
ARTICLE III - MEMBERS
ARTICLE IV - MEETING OF MEMBERS
ARTICLE V - OFFICERS
ARTICLE VI - BOARD OF DIRECTORS
ARTICLE VII - COMMITTEES
ARTICLE VIII - AMENDMENTS TO BY-LAWS

ARTICLE I - NAME
The name of the corporation shall be Association of Litigation Support Professionals (hereinafter "ALSP”).

ARTICLE II - PURPOSES

Section 1.  Mission.  The Association of Litigation Support Professionals (ALSP) is dedicated to establishing global professional standards for the litigation support profession through collaboration, education and certification.

Section 2.  Goals.  The purposes of the corporation include:
1. Advance, foster and promote the litigation support profession.
2. Facilitate implementation of generally acceptable professional standards.
3. Provide a collaborative forum for the dissemination of information from litigation support organizations and individuals.
4. Assist the legal community in analyzing, recommending, anticipating and preparing for future developments.
5. Provide certifications and continuing education. 


ARTICLE III - MEMBERS

Section 1.  Classes of Members.  The corporation shall have one class of members for voting purposes.  Membership is open to any individual whose job responsibilities include a significant portion of time devoted to litigation support activities either as a provider or as a purchaser. The Board of Directors may from time to time divide such class into sub-classes and grant certain privileges or perquisites to those Members who make case or other contributions to the Corporation.

Section 2.  Voting Rights.  Each member shall be entitled to vote unless the Board of Directors determines that a class of members shall not be entitled to vote.
 

ARTICLE IV - MEETING OF MEMBERS

Section 1.  Annual Meeting.  An annual meeting of the members shall be held at such time and place as determined by the Board of Directors.

Section 2.  Special Meeting.  Special meetings of the members may be called either by the President, the Board of Directors, or by not less than one-half of the members having voting rights.

Section 3.  Notice of Meetings.  Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member. Unless otherwise stated herein, notices shall be given no less than thirty (30) days before the date of such meetings.

Section 4.  Informal Action by Members.  Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 5.  Quorum.  Fifty (50) members must be present for quorum.

Section 6.  Proxies.  At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

ARTICLE V - OFFICERS

Section 1.  Officers.  The officers of the corporation shall be a president, a vice-president, a secretary/treasurer, an immediate past president and such other officers as may be determined by the Board of Directors.  The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors.  

Section 2.  Election and Term of Office.  The officers shall be elected by the nominations committee for an annual term.  The officers shall be elected in conjunction with the annual Board election detailed in Article VII.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 3.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.  President.  The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the affairs of the corporation.  The President shall preside at all meetings of the Board of Directors and shall be the Chairman of the Board.  The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.  Vice-President.  In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents, in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 6.  Secretary-Treasurer.  The Secretary-Treasurer shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws.

If required by the Board of Directors, the Secretary-Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The Secretary-Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any sources whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 7.  Assistant Treasurers and Assistant Secretaries.  The Board of Directors may from time to time appoint one or more Assistant Treasurers and/or Assistant Secretaries. If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the President or the Board of Directors.

Section 8. Immediate Past President. Effective January 1, 2008, the immediate past president shall serve as chair the Nominating Committee and perform such other duties as prescribed by the President or Board of Directors from time to time.

Section 9. Executive Director. The Board of Directors may employ an Executive Director who will serve as the Chief Executive Officer.


ARTICLE VI - BOARD OF DIRECTORS

Section 1.  General Powers.  The affairs of the corporation shall be managed by the Board of Directors.

Section 2.  Composition, Tenure and Qualifications.  The Board of Directors shall consist of eleven (11) elected and voting Directors.  Each director shall hold office until the next annual meeting of the Board of Directors and until his or her successor has qualified.

Upon formation of ALSP, the founding officers shall select the founding members of the Board of Directors.

Section 3. Nominating Committee. The Board shall each year designate a nominating committee consisting of the immediate past president (if one exists), president, vice-president, one or more members of the Board, and one or more members of the organization. The nominating committee will be responsible for receiving nominations, developing a slate of candidates for ratification by the membership, receiving and validating nomination petitions, and carrying out such other responsibilities as may be specified by the Board.  

Section 4. Petition Process. Any member in good standing who is nominated by petition of Members in good standing, equal in number to at least twenty percent (20%) of the number of members who voted in the preceding election, shall be presented to the membership as a candidate for election. The Board of Directors may establish policies for accepting Member petitions.

Section 5. Term of Office. Directors shall serve one term of three calendar years, beginning on the first day of the year following the year in which they are elected, and until their successors are elected and qualified. Directors who have served one year of office will be eligible to run for an officer position. All officers shall serve a one year term of office. Shorter terms may be established by the Board of Directors from time to time to achieve a staggering of terms.

Section 6. Succession. Directors who have served for one year at the time will take office are eligible to run for an officer position. All officers shall serve a one year term of office. For the election taking place in 2009, the vice-president shall succeed to president; and the president shall succeed to immediate past president. Starting in 2010, the president shall succeed to immediate past president; all other officer positions will be open to Directors who have served for one year.

Section 7. Removal. A Board member shall automatically be removed from the Board if he/she fails to attend any three consecutive meetings, regardless of meeting type or purposes.  Such removal shall be effective at such time as the Board may determine. 

ARTICLE VII - COMMITTEES

Section 1.  Committees of Directors.  The President with the advice and consent of the Board may designate the members, chairperson and goals of one or more committees. Each committee shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.

Section 2.  Other Committees.  The President with the advice and consent of the Board may designate the members, chairperson and goals of one or more committees not having and exercising the authority of the Board of Directors in the management of the corporation.  Any member thereof may be removed by the Board whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3.  Term of Office.  Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 4.  Chairman.  One member of each committee shall be appointed to serve as the chair by the President with the advice and consent of the Board.

Section 5.  Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6.  Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7.  Rules.  Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

ARTICLE VIII - AMENDMENTS TO BY-LAWS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, provided that at least fifteen days' written notice is given of intention to alter, amend or repeal and to adopt new by-laws at such meeting.

These By-Laws were adopted this 2nd day of October, 2008, at the meeting of the ALSP Board of Directors.