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BY-LAWS OF THE
MINNESOTA ASSOCIATION OF LITIGATION SUPPORT
MANAGERS
As adopted by the Charter Members
November 14,1990
and amended by the Members
March 21, 1991
and amended by the Members
June 9, 1994
and amended by the Members
October 17, 2001
__________________________
Article I
Name and Office
A. The name of the organization is the Minnesota Association of Litigation Support Managers (MALSM).
B. The mailing address of MALSM is 54 South Ninth Street, Suite 257, Minneapolis, Minnesota, 55402.
Article II
Purposes of the Association
The purposes of the Association are:
A. To function as an advocate for the development of the profession of litigation support management.
B. To contribute, within the scope of the profession, to the quality and efficiency of the delivery of legal services.
C. To be a primary educational resource for member organizations and to further the understanding of litigation support technology and services within the membership and the legal community as a whole.
D. To provide a forum in which members can exchange personal viewpoints and experiences relating to litigation support.
E. To advance the common purposes and objectives of the National Association of Litigation Support Managers (NALSM) and MALSM.
Article III
Criteria for Regular Membership
A. Regular membership in MALSM is available to any person who is employed by a law firm, corporate law department, government, judicial or legal agency, or any other organization devoted primarily to the practice of law, regardless of the title by which the person is classified within the organization. To qualify for Regular membership, a person must be responsible for managerial duties related to litigation support, the use of organized systems to assist in the analysis of facts and issues involved in the practice of law. Such duties must represent a substantial portion of the Regular member's total job responsibilities or the Regular member must be the primary person responsible for those duties within his or her organization.
Article IV
Membership
A. General
1. Any member regardless of class or level of membership is entitled to request and receive a copy of these bylaws.
2. Any dispute regarding application or denial of membership shall be resolved by a vote of the MALSM Board of Directors (the "Board") after consideration of all relevant material. The decision of the Board is final.
3. Any dispute regarding the specific class of membership available to a prospective member shall be resolved by a vote of the Board after consideration of all relevant material. The decision of the Board is final.
4. Membership is the property of the person, firm or corporation who pays membership fees to MALSM.
5. MALSM has four classes of members: "Regular", "Associate", "Student", and "Vendor".
6. Membership shall be valid until such time that the qualifications are no longer met for the appropriate class of membership.
B. Regular Membership
1. Regular membership shall be available to those persons whose current employment includes specific responsibility for performing the duties defined in the membership criteria found in Article III.
2. Any person who meets the criteria for Regular membership may become a Regular member upon making application and paying such regular or special dues as determined by the Board.
3. Regular members shall have full voting privileges and are eligible for elective office.
C. Associate Membership
1. Associate membership shall be available to those persons involved with or with an interest in litigation support programs or education who do not meet the criteria for Regular membership and are not expressly prohibited from membership pursuant to these Bylaws.
2. If a Regular member no longer qualifies for Regular membership under the criteria set forth in Article III of these Bylaws, then the membership shall automatically be deemed an Associate membership ninety (90) days following this change in circumstances. This change shall require no further action by the Board or MALSM.
3. Any person who meets the criteria for Associate membership may become an Associate member upon making application and paying such dues as determined by the Board.
4. Associate members are not eligible to vote or hold elective office.
D. Student Membership
1. Student membership shall be available to those persons currently enrolled in educational programs within the State of Minnesota involving legal assistant or information systems training who do not meet the criteria for Regular or Associate membership and are not expressly prohibited from membership pursuant to these Bylaws.
2. Student members will be allowed to attend all membership meetings, will receive the newsletter of MALSM and NALSM and will be encouraged to volunteer to serve on MALSM standing committees.
3. Any person who meets the criteria for Student membership may become a Student member upon making application and paying such dues as determined by the Board.
4. Student members are not eligible to vote, to chair standing committees or to hold elective office.
E. Vendor Membership
1 . Vendor membership shall be available to those persons currently employed by an entity ("Company") whose business is the marketing or supplying of products or services to the legal profession within the State of Minnesota who do not meet the criteria for Regular, Associate or Student membership and are not expressly prohibited from membership pursuant to these Bylaws.
2. As to each Company, the total Vendor memberships allowable for employees of that Company will be no greater than five.
3. Vendor members will be allowed to attend membership meetings only as determined by the Board.
4. Vendor members will not receive the newsletter or any other organization materials customarily distributed to a Regular, Associate or Student member except for news releases indicating new members of the Board.
5. Any person who meets the criteria for Vendor membership may become a Vendor member upon making application and paying such dues as determined by the Board.
6. Vendor members are not eligible to vote, to chair standing committees or to hold elective office.
Article V
Board of Directors and Officers
A. Generally
1. General control and administration of the activities, funds, membership property and programs of MALSM shall be vested in the Board composed as specified in this article.
2. The Board consists of the officers of MALSM who are voting members, plus the immediate Past President, who serves as a non-voting member.
3. The officers of MALSM are the President, the Vice President, the Treasurer, and the Secretary. Board membership is open to any Regular member who is nominated by a Regular member and elected by ballot by the regular members. No person shall hold more than one office concurrently.
4. The officers shall be elected by mail ballot each year prior to the end of each calendar year. The presentation of all new officers shall take place at the regular meeting next following the election.
5. The officers shall serve a one-year term beginning on January 1st and ending on DecemberĀ 31st.
6. Following the first year of existence of MALSM, candidates for the office of President must have served one term of office on the Board, unless all such eligible people refuse nomination.
7. If the President is unable to complete his/her elected term of office, for any reason, the Vice President shall fill the vacancy for the balance of the unexpired term of office.
8. Any other vacancy occurring on the Board shall be filled by a regular voting member approved by a majority vote of the remaining members of the Board within ninety (90) days for the remaining period of the unexpired term.
9. Elected Board members shall serve without payment of salary.
10. A majority of the voting members of the Board shall constitute a quorum for the transaction of business at any Board meeting.
11. The President shall serve as chair of meetings of the Board. In the President's absence, the Vice President shall preside. In the event of a tie vote, the presiding officer's vote shall be counted to break the tie.
12. The Board shall meet no less frequently than monthly. These meetings may be conducted by conference call. Notice of a meeting must be given by the President or Secretary to all Board members at least seven (7) days prior to the date of a meeting.
13. In addition to its regularly scheduled meetings, the Board may, at its discretion and without notice to general members, call a special meeting which may exclude non-Board members.
14. A Board member may be removed from the Board if he/she fails to attend three consecutive meetings of the Board or MALSM, or for other cause, upon the unanimous vote of all the remaining members of the Board. 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 and the Board member whose status is being challenged shall receive written notification at least thirty (30) days prior to the date of such meeting.
15. No officer shall serve in the same office for more than two consecutive years without receiving a two-thirds vote of the regular membership for such subsequent office.
B. The Duties of the Officers
The officers perform those duties that are usual to their position and that are assigned to them by the Board, and may include:
1. President
(a) Coordinate the activities of MALSM;
(b) Chair of all meetings of MALSM and Board of Directors.
(c) Serve as chief representative of MALSM at other meetings.
(d) Serve as chief spokesperson for MALSM.
2. Vice President
(a) Serve as assistant to the President.
(b) If the President is unable to complete his/her elected term of office, for any reason, the Vice President shall fill the vacancy for the balance of the unexpired term of office.
(c) Acts as editor of the MALSM newsletter.
(d) Coordinate committee activities.
(e) Coordinate communications with other regional Associations and NALSM.
(f) Other duties as assigned by the President.
3. Treasurer
(a) Receive, deposit, and record all funds belonging to MALSM.
(b) Prepare and sign checks in payment of bills authorized for payment on behalf of MALSM.
(c) Maintain the financial records of MALSM.
(d) Other duties as assigned by the President.
4. Secretary
(a) Keep minutes of all meetings of MALSM and Board of Directors.
(b) Issue notices of meetings of MALSM and of the Board of Directors to all members as specified in Articles V and VI of these Bylaws.
(c) Maintain MALSM's administrative records.
(d) Coordinate with Board members and others designated by the Board to produce andĀ process Association mailings.
(e) Coordinate with the Treasurer to process and pay invoices and monitor MALSM's bank accounts.
(f) Coordinate the election process.
(g) Other duties as assigned by the President.
Article VI
Meetings of Members
A. Regular Meetings. There shall be a meeting of the members of MALSM at least quarterly. Additional meetings may be held at the discretion of the Board.
B. Special Meetings. Special meetings of the members of MALSM may be called at any time by the President. A meeting must be called upon the written request to the President by twenty-five percent (25%) of the regular members. At such special meetings, no business shall be transacted except that which is specified in the notice of such meeting.
C. Notice of Meetings. Written notice of all meetings shall state the agenda, place, date, and hour of such meetings, and shall be delivered, either personally, by email or by mail, to each member. Unless otherwise stated herein, notices shall be given no less that five (5) days before the date of such meetings. A notice of a meeting shall be deemed delivered when the above qualifications are met.
D. Quorum. Regular members of MALSM holding twenty-five (25%) of the vote entitled to be cast, represented in person or by proxy, shall constitute a quorum.
E. Voting. An affirmative majority vote of those regular members who attend the meeting, in person or by proxy, is required to approve any action.
F. Proxies. Voting by written proxy shall be allowed at any meeting of the members of MALSM. No proxy dated more than sixty (60) days prior to a meeting shall be valid.
Article VII
Committees
A. The Board may from time to time, by majority vote, appoint regular or special committees, or discontinue any such committee.
B. The Board shall appoint regular members as committee Chairs by affirmative majority vote. Committee members shall be chosen by the Committee Chair.
C. The President and Vice President shall be ex-officio members of all committees.
Article VIII
Elections
A. Elections shall be the responsibility of the Secretary.
B. The Secretary shall prepare a ballot containing the report of the nominations. Ballots shall be mailed to the membership at least thirty (30) days before the election. Such ballots may be returned by mail or delivered at an election meeting. Any ballots not in conformity with the rules for voting as stated on the ballot shall not be counted. The Secretary shall tabulate the results of an election with the assistance of two members who are not running for office.
Article IX
Fiscal Year
A. The fiscal year of MALSM shall begin on the 1st of January and end on the 31st of December.
Article X
Amendments
A. In order to amend these Bylaws, a written resolution proposing the amendment must be submitted to the Board.
B. The resolution will be recommended for presentation to the membership only after approved by a an affirmative majority of vote of the Board.
C. Members must be given fifteen (15) days notice of any membership meeting at which there will be a vote to adopt or to repeal any amendment presented by the Board.
D. Amendments to these Bylaws will be adopted only after an affirmative majority vote of those regular members attending the meeting, either in person or by proxy; said majority must comprise at least thirty percent (30%) of the regular membership,
Article XI
Dissolution
A. The Board may adopt a resolution recommending MALSM be dissolved and direct the question of such dissolution to a vote by Regular members at a membership meeting. MALSM may be dissolved by an affirmative majority vote of at least two-thirds of the votes which members present at such membership meeting, in person or by proxy, are entitled to cast; said majority must comprise at least thirty percent (30%) of the regular membership.
B. Members must be given fifteen (15) days written notice of any membership meeting at which there will be a vote to adopt a resolution for dissolution.
C. In the event of dissolution of MALSM, the Board or committee appointed by the Board shall be responsible for its liquidation.
D. In case of dissolution of MALSM, the Board shall authorize the payment of all indebtedness of MALSM.
E. In the case of dissolution of MALSM, any funds remaining in the Treasury after payment of all indebtedness shall be distributed to a local non-profit charity organization approved by affirmative majority vote of the Board.
Article XII
Law to Apply
A. In the event of any dispute as to the meaning of any term or phrase contained herein, Minnesota law shall be held to apply.
B. These bylaws are intended to be liberally construed.
C. All policies and activities of the Chapter shall be consistent with:
(a) applicable federal, state and local antitrust, trade regulation or other legal requirements; and
(b) applicable tax-exemption requirements including the requirements that the ChapterĀ not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Article XII
Severability
A. If any paragraph or portion thereof shall be held to be invalid, all other paragraphs hereof shall continue in force and effect.
These Bylaws were adopted the 14th day of November, 1990, at the charter meeting of the Minnesota Association of Litigation Support Managers.
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Vicki L. Reck
President
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William N. Loomis
Secretary
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