SECTION 5: THE BOARD OF DIRECTORS

Transcription

1 SECTION 5: THE BOARD OF DIRECTORS 5.1 GENERAL DUTIES AND AUTHORITIES: The general duties, authority and terms of office of the Board are in the Bylaws. NFPA strongly recommends that Board Members not serve concurrently as Representatives of their local member associations. NFPA further recommends that candidates for office have prior national experience as a Primary or Secondary Representative or Coordinator. The purpose of these recommendations is to insure that the NFPA Board have the time and experience necessary to understand and fulfill the responsibilities of their office. SECTION 5.2: PRESIDENT Term Two years (elected in even numbered years) Election Process The President will be elected at the Annual Meeting each even year by the member associations. Special Election of the President In the event of a vacancy, the position of President shall be filled pursuant to Section 8.5 of the Bylaws. Summary The President will be the leader of NFPA and a mentor for the paralegal profession. This individual will be responsible to make daily, on-going and long-term decisions regarding NFPA's overall effect on the profession and ensure these decisions are implemented and monitored. Specific Responsibilities The President will assume the following responsibilities. Serve as the Chief Executive Officer. Supervise the day-to-day operations of NFPA and oversee the activities of Board members. Be the spokesperson for NFPA. Advocate for NFPA and the paralegal profession. Monitor articles published in local member association newsletters and other legal and nonlegal documents, as available. Be a leader and mentor for the NFPA Board of Directors and its member associations. Act as liaison with other professional legal organizations, including the American Bar Association (ABA), the Association of Legal Administrators (ALA), American Association for Paralegal Education (AAfPE), the International Paralegal Management Association (IPMA), the National Association of Legal Assistants (NALA), American Alliance of Paralegals, Inc. (AAPI), and as directed by the Board of Directors and member associations. Be a problem solver - regardless of the situation, find a solution for all parties. Act as the chair of Board Meetings and the membership meetings, including the Annual Meeting. The President will not preside over the Region Meetings. Oversee preparation of INSIDE NFPA Review the National Paralegal Reporter and NFPA e-newsletter before publication.

2 Write the President's column for the National Paralegal Reporter. Review and approve all NFPA press releases, publications, brochures and presentations. Review and execute all contracts signed by NFPA. Other duties as necessary to lead NFPA. Direct Responsible Positions All Board members report directly to the President. Communication The President will communicate with all NFPA Board members and with all NFPA local member associations, the Advisory Council and Board Advisor, other paralegal groups and professional legal organizations, the public, and other groups or individuals as necessary to function in this position. SECTION 5.3: VICE PRESIDENT AND DIRECTOR OF PROFESSION DEVELOPMENT (revised 10/12/2011) Term Two Years (elected in odd numbered years) Election Process The Vice President and Director of Profession Development (VPPD) will be elected at the Annual Meeting, in accordance with the NFPA By-laws, in odd numbered years by the member associations. Summary The VPPD will assist the President in addressing the future growth and expansion of the profession and the development of NFPA to support these changes. If the President is incapable of functioning, the VPPD will assume the duties of the President. Specific Responsibilities The Vice President and Director of Profession Development will assume the following responsibilities: Keep a finger on the pulse of the profession. Be a visionary who is able to think creatively and identify outside forces impacting the direction and future of the profession. Explore and identify opportunities to expand the role of paralegals; assist in the overall growth and development of the profession. Assist the Vice President and Director of Positions and Issues (VPPI) in identifying and researching issues that will affect the profession and its expanding role. Assist the President VPPI in communicating current and new positions to the membership, allied legal associations and other organizations. Assist the President as a liaison with allied legal profession organizations and the public. Assist the President in leading NFPA and the profession. Identify Continuing Legal Education (CLE) programs to support an expanded paralegal role. Analyze the educational criteria necessary to support the expanded role of the paralegal; determine content and direction of paralegal education programs.

3 Identify, inform, promote and educate outside organizations regarding the advantages of using paralegals in current and expanded roles. Work with the Strategic Planning Committee as needed to enhance NFPA s work towards expanding the profession. Supervise the awarding of scholarships. Work with the VPPI and Vice President and Director of Membership (VPDMbr) to create judging panels for scholarships and awards with the approval of the Board of Directors. Attend the Annual Meeting of the American Association for Paralegal Education (AAfPE) in even numbered years and AAfPE region meetings if the Education Coordinator is unable to attend. Supervise the activities of the VPPD Coordinators and act as a liaison between the Board and these Coordinators. Other projects and responsibilities as assigned. Direct Responsible Positions The following positions will report directly to the VPPD. ABA Approval Commission Representative Continuing Education Co-Coordinators Pro Bono Co-Coordinators Liaison to the ABA Standing Committee on Pro Bono and Public Service Technology Coordinator Roles and Responsibilities Coordinator Education Coordinator Foundation for the Advancement of the Paralegal Profession Communication The VPPD will communicate with the NFPA Board, the Advisory Council, member associations, other legal allied organizations and the public. SECTION 5.4: VICE PRESIDENT AND DIRECTOR OF POSITIONS AND ISSUES Term Two Years (elected in even numbered years) Election Process The Vice President and Director of Positions and Issues will be elected at the Annual Meeting each even year by the member associations. Summary The Vice President and Director of Positions and Issues will assist the President and the Vice President and Director of Profession Development in leading NFPA and the paralegal profession by addressing positions and issues that directly affect the association and the profession. If the President and the Vice President and Director of Profession Development are incapable of functioning, the Vice President and Director of Positions and Issues will assume the duties of the President. Specific Responsibilities The Vice President and Director of Positions and Issues will assume the following responsibilities.

4 Support and advance the paralegal profession and be a resource for other Board members and local member associations on positions that affect, or will affect, NFPA and the profession. Monitor legislative activities, case law activities, and other activities initiated by the American Bar Association (ABA) and other legal organizations that affect, or will affect, the paralegal profession and NFPA. Report recommendations and positions as supported by the research completed by the Positions and Issues Coordinators on current issues; disseminate information to Board members and local member associations. Inform member associations and the applicable Region Director of legislation affecting the paralegal profession that is pending in their jurisdiction, as reasonable; and inform the delegates from all other states by use of the discussion boards as reasonable. Draft and file legislative testimony on legislation that affects the paralegal profession on behalf of NFPA. Develop articles on Positions and Issues affecting the profession for NFPA publications, including the INSIDE NFPA, the National Paralegal Reporter, and the Internet. Develop and implement an early warning system for events affecting the profession. The response method should include determining the level of involvement, a response team, etc. Supervise the activities of the Position and Issues Coordinators and act as a liaison between the Board and these Coordinators. Be an ex-officio member of the Ethics Board. Other projects and responsibilities as assigned. Direct Responsible Positions The following positions will report directly to the Vice President and Director of Positions and Issues. Ethics and Professional Responsibility Coordinator Case Law Coordinator Legislative Coordinator Regulation Review Coordinator Special Research Coordinator Bar Association Coordinator Communication This position will communicate with the President, Vice President and Director of Profession Development, Vice President and Director of Membership, Vice President and Director of Paralegal Certification, Vice President and Director of Marketing, Secretary and Director of Operations, Treasurer and Director of Finance, Directors of Regions, Ethics Board, Advisory Council, local member associations and outside organizations as necessary.

5 SECTION 5.5: VICE PRESIDENT AND DIRECTOR OF PARALEGAL CERTIFICATION Term Two Years (beginning in 2006) Election Process The Vice President and Director of Paralegal Certification will be elected at the Annual Meeting in every even numbered year by the member associations as set forth in the Bylaws. The Vice President and Director of Paralegal Certification must be a CRP or RP in good standing. It is also recommended that the Vice President and Director of Paralegal Certification should have previously been a member of the NFPA Board or held the position of NFPA Primary or Secondary Representative, NFPA Coordinator, Paralegal Certification Coordinator (or a prior PACE Coordinator) or have served on the PACE and/or the PCCE Development Committee for a collective total of three years. Summary The Vice President and Director of Paralegal Certification will assist the President in leading NFPA and the paralegal profession by overseeing and managing the administration of NFPA s two certification exams, the PCCE and PACE, and the Paralegal Certification Standards Committee, by addressing issues related to paralegal certification, and by being the main spokesperson regarding paralegal certification by NFPA. Specific Responsibilities The Vice President and Director of Paralegal Certification will assume the following responsibilities: Maintain strategic relationships and act as liaison with PCCE and PACE vendors, including but not limited to Professional Examination Service (PES), Prometric (Sylvan), the American Institute for Paralegal Studies (AIPS), Castle Worldwide, OmniPress and any other vendor that is contracted to work on elements of PCCE and PACE. Act as non-voting Chair of the Paralegal Certification Standards Committee to ensure oversight of PCCE and PACE programs (duties include scheduling teleconference meetings, developing agenda, distributing support documentation for agenda, chairing teleconferences, preparing minutes, preparing follow-up documents and correspondence, and maintaining minutes). Supervise Paralegal Certification Coordinators (including delegation of assignments and scope of work, monitoring progress, and evaluating completed projects). Work with the NFPA Vice President and Director of Marketing and the Paralegal Certification Public Relations Coordinator to establish and implement PCCE and PACE marketing initiatives. Application Processing (a) establish and maintain application processing procedures for NFPA s certification exams (b) evaluate requests for extension of test window

6 (c) work with PES and the Paralegal Certification Standards Committee to evaluate questionable supporting documentation for adherence to PCCE and PACE eligibility criteria (d) work with PCCE and PACE candidates to understand eligibility criteria to meet evidentiary requirements for application (e) resolve application and scheduling problems for PCCE and PACE PCCE and PACE Test Revisions (a) work with PES to develop a project budget and time line (b) recruit appropriate development committee members (c) coordinate distribution of workshop materials (d) coordinate attendance logistics (lodging, meals, etc.) with management company (e) develop a budget for NFPA s portion during the year prior to the projected revision process and submit to NFPA s Treasurer and Director or Finance during the normal budget proposal time frame for adoption at the convention by the delegates (f) attend and chair development committee workshops (g) follow-up with PES to monitor completion of each step of revision process (g) evaluate beta performance statistics PCCE and PACE Test Maintenance (a) monitor score statistics as provided under the existing NFPA-PES contract (b) evaluate item performance statistics as appropriate (c) evaluate candidates comments for problem resolution (d) troubleshoot late score reports, scoring problems, item performance issues and candidate problems Act as liaison with Prometric in troubleshooting test appointment problems and electronic test transfer issues Act as liaison with AIPS Facilitate any reviews of PCCE and PACE online review course curriculum Monitor students course evaluations of PCCE and PACE online review courses Update Strategic Plan for Paralegal Certification Work with management company and Secretary and Director of Operations to update the paralegal certification content on the Internet Make paralegal certification program recommendations to the NFPA Board of Directors. Direct Responsible Positions Paralegal Certification Standards Committee

7 Paralegal Certification Coordinator Study Materials Paralegal Certification Coordinator Certification Ambassadors Paralegal Certification Coordinator Public Relations Paralegal Certification Coordinator PCCE/CRP Renewals Paralegal Certification Coordinator PACE/RP Renewals Communication The Vice President and Director of Paralegal Certification will communicate with the President and all other NFPA Board Members, Advisory Council, member associations, other legal allied organizations, the public, and other individuals and organizations as necessary. From May 2006 forward the PACE Coordinator position became the Vice President and Director of PACE From the 2009 Annual Policy Meeting with the advent of the Paralegal CORE Competency Exam (PCCE) the Vice President and Director of PACE became the Vice President and Director of Paralegal Certification. Term Two Year SECTION 5.6: SECRETARY AND DIRECTOR OF OPERATIONS Election Process The Secretary and Director of Operations ( SDO ) will be elected at the Annual Meeting every other year by the member associations. Summary The SDO will be responsible for taking minutes at official NFPA meetings and oversee the daily operations of the association through the Management Company. If the President, Vice President and Director of Profession Development and the Vice President and Director of Positions and Issues are incapable of functioning, the SDO will assume the duties of the President. Specific Responsibilities The SDO will assume the following responsibilities. Communicate with Board members, local member associations and other individuals and organizations as necessary. Take minutes at all official NFPA meetings Collect and tabulate all written consents of members and the Board and announce results Maintain NFPA's corporate records Oversee drafting of Board and membership meeting minutes in accordance with time guidelines set forth in the Procedures Manual

8 Supervise review of local member association bylaw changes to ensure compliance with NFPA policy and recommend changes to local member associations regarding bylaws to support NFPA goals and policies Supervise review of bylaws on behalf of associations applying for membership to ensure compliance with NFPA policy Supervise Credentialing of Primary/Secondary Representatives for all meetings Supervise daily administrative operations of Management Company and be principal liaison between Management Company and Board members Consider contingency planning options with Management Company for all areas that affect NFPA and management of the NFPA Work with Management Company to schedule or implement NFPA Board training, professional leadership and/or cross-training programs for Board members Assist Management Company in the development of NFPA's Strategic Plan and monitor progress Direct Management Company, in conjunction with other Board members, to handle the marketing and public relations efforts of NFPA Supervise record management through Management Company Negotiate or monitor negotiations of contracts with service providers Supervise updates of Procedure and Policy Manuals, form letters and any other manuals, and supervise other similar projects. Oversee the NFPA website content, updates and maintenance Oversee NFPA s trademarks, copyrights and domain names 5.6A CONTRACTS: SDO is responsible for managing contract negotiations with and performance reviews of Management Company Determine whether NFPA is receiving quality management service Perform an evaluation annually All levels of NFPA will evaluate, including the Coordinators, Delegates, Presidents of member associations and NFPA Board members

9 The Management Evaluation Form (Section 24) will be sent to the Coordinators, Delegates, President of local member associations, and NFPA Board members by November 15 and the deadline for return will be December 15 The completed evaluation form will be sent to the SDO who will prepare a summary and recommendations report for the Board of Directors prior to its Winter Board meeting The Board will review all evaluation forms and the SDO report at its Winter Board meeting, after which the SDO will discuss with the Management Company the goals, objectives, concerns and any additional services required A summary of the evaluation, discussions by the Board and the results of the meeting with the Management Company will be published in INSIDE following the Winter Board meeting Supervise contract negotiations through Management Company and other Board members with outside vendors for events such as the Annual Convention, national seminars, etc. The SDO is responsible to negotiating all major NFPA contracts, unless otherwise directed by the President or the Board of Directors. Many contracts such as long distance service, advertising agreements, printing, etc are negotiated by the Management Company under the direction of the SDO. As set forth in the Bylaws, the President is the only person authorized to sign contracts on behalf of NFPA The original of all contracts will be kept at headquarters. See Section regarding copies. A 3 4 VOTE REQUIRED BY NFPA BOARD OF DIRECTORS TO GO AGAINST ADVICE OF COUNSEL OR BREAKING/BREACHING A CONTRACT: 1. Any act which may be taken by the NFPA Board of Directors which would go against professional advice, including, but not limited to, NFPA attorney, CPA, and Parliamentarian or which would break and/or breach a current contract must be conducted as follows: A. All board members must receive all applicable information concerning the issue, including, but not limited to, the professional advice which has been provided;

10 B. Any Board Member may request and is entitled to receive additional expert advice prior to said vote, if any board Member determines such information is necessary in order to make a clear and informed decision; C. A roll call vote shall be taken and shall be recorded by the SDO in the minutes. On occasion, a proposed contract may need to be reviewed by NFPA's counsel. The procedure for such review is set forth in Section 18.14, Legal Expenses. 5.6B REQUESTS FOR PROPOSALS (RFP): As deemed necessary by the Board of Directors, an RFP or Request for Quote (RFQ) will be sent to competing organizations prior to entering into any contractual relationship. As directed by the Board, the SDO is responsible for the RFP process and is also responsible for checking references. RFP FORM: The following is an example of an RFP form and should be modified to fit the circumstances REQUEST FOR PROPOSAL Issue Date: Title: Development of Issuing Organization: National Federal of Paralegal Associations, Inc. ( NFPA ) Highway 99, Suite 2-C Edmonds, WA Contact Person: Phone Number: Fax Number: Address of Contact Person: In compliance with this Request for Proposal (hereinafter "RFP"), and with all the terms and conditions set forth in Schedule A & B, the undersigned offers and agrees to furnish the specified goods/services in accordance with the attached signed proposal/quote or as otherwise mutually agreed upon in writing. No information regarding this project is to be discussed with or released to any other party in any form without the expressed written permission of NFPA. The Offeror represents that the following persons are authorized to negotiate on its behalf with NFPA in connection with this RFP: [list names, titles, and telephone numbers of all authorized negotiators] Name and Address of Offeror:

11 Date By Signature Title A.1 Solicitation Definitions: Section A Instructions to Offerors "NFPA" means the National Federation of Paralegal Associations, Inc. "OFFEROR" or "BIDDER" means a person or entity who submits a bid to complete the Service at the rates and terms proposed therein. "QUOTE" or "BID" or "PROPOSAL" means the properly signed and fullycompleted bid documents. "UNIT PRICE" means an amount stated in the Bid as a price per unit of measure for materials, equipment, or services, or a portion of the Services, as described in this RFP. "SERVICE" means the work encompassed by the Statement of Work set forth in Section B hereof. A.2 General Information (a) The purpose and intent of this RFP is to establish a contract with one qualified source to build a contact FOR services for NFPA in accordance with requirements set forth in Section B, Statement of Services, of this RFP. (b) The contract to be awarded will be (Fixed Price). A.3 About NFPA Include information about NFPA pertinent to the Bidder's need to know in order to respond completely to this request for proposal. Consider including information on NFPA's mission, corporate structure, member associations, etc. A.4 Number of copies One (1) mailed, faxed, or ed document is to be submitted by the due date. One signed original must be delivered before the contract will be awarded.

12 A.5 Proposal Due Date and Address (a) Quotes will not be considered if received after p.m. on. Quotes must be addressed and delivered to: NFPA (b) Quotes submitted via are encouraged and will be accepted if received by the above deadline (c) Quotes submitted via facsimile will be accepted if received by the above deadline at and addressed as (d) If you decide not to submit a quote, please return or destroy this RFP and all attachments. A.6 Quotes Effective Period Quotes shall remain in effect for a period of 90 days from the submission due date specified in Section AA(a). NFPA's acceptance of a Proposal during such period shall bind the parties. NFPA expressly reserves the rights (i) to consider Proposals or modifications thereof that are received after the due date should such action be in NFPA's interests, (ii) to make an award without discussions with any Bidder, and (iii) to accept or reject any or all Proposal at its sole discretion. NFPA's rejection of any Proposal may be based on any lawful ground. A.7 Quote Costs Unless an officer of NFPA agrees in writing in advance, NFPA will not pay any costs whatsoever that may be incurred by the Offeror or any third party in the submission of a Proposal. A.8 Factors for Selection (a) Performance (b) Financial (1) Ability to complete the project within the proposed project time line (2) Experience with similar projects (3) Customer references within the last months/years (4) References (5) Match to NFPA's philosophy (1) Bid price (2) Cost realism

13 Section B Statement of Services/Goods Section B will need to be closely evaluated and modified depending on the type of goods/services being requested. What follows are some general ideas to consider. B.1 General history and background of Bidder. B.2 Names, addresses and contact information for three references for organizations for whom you provided the same or similar goods/services. B.3 Detailed information on the type of services you recommend to address the needs of NFPA. B.4 How the services/goods would be delivered or implemented. B.5 Recommended reporting structure. B.6 Recommended method for evaluating the services/goods to be provided. B.7 Details on deadlines for delivery of goods/services. B.8 Details on types of equipment/software that will be used to perform and/or deliver the services or goods. B.9 Price structure, if it changes based on the type of goods/services. 5.6C BUSINESS DOCUMENTS - The SDO together with the Management Company shall be responsible for maintaining and updating the Viewing Notebooks. It is the responsibility of the Board to maintain the confidentiality of NFPA s business documents. Certain items such as contracts, Marketing Plan, and Strategic Long-Range Plan should not be viewed by or in the hands of non-nfpa members. However, it is important to acknowledge that NFPA is a federation and its members have certain rights of knowledge with respect to NFPA activities. Therefore, NFPA will maintain a Viewing Notebook. The Viewing Notebook will include copies of contracts, Marketing Plan, Strategic Long-Range Plan and any other document the Board determines is of interest to the membership but is not for general distribution. Any contracts including confidentiality clause will be referenced in the index only and will not be included. The Viewing Notebook will also include Viewing Notebook procedures, Distribution Log and Viewing Log.

14 VIEWING NOTEBOOK PROCEDURES: 1. The Original Viewing Notebook and five (5) copies (one for each region) shall be available to any NFPA member, except a sustaining member, as defined by the NFPA Bylaws (hereinafter referred to as "NFPA member"). 2. The Viewing Notebooks shall be held by the SDO, who will have it available at all Board meetings, NFPA Annual Convention and available upon request by a Board Director. 3. The NFPA Board Members may check out the Viewing Notebook for the express purpose of providing time for an NFPA member to review. A Distribution Log will be maintained in the Viewing Notebook stating the dates checked out and returned, the location of viewing, and the name of the responsible Board member. 4. A Viewing Log will be maintained in the Viewing Notebook stating the date viewed, name and association of the NFPA Member. The SDO will maintain a copy of the log(s). 5. Absolutely no one can make copies of any materials maintained in the Viewing Notebook. 6. It is necessary that anyone who views the Viewing Notebook must sign an Individual Statement of Confidentiality. 7. Any Board member who checks out the Viewing Notebook must state in writing that the Viewing Notebook has not been outside his or her control. 8. Any Primary or NFPA Board Member who wishes to obtain a copy of the NFPA Management Agreement must sign the Confidentiality Agreement (Management Agreement). No other member will be given a copy of the NFPA Management Agreement. After the SDO receives the signed Agreement a copy of the Management Agreement will be mailed within seven (7) business days. An association that would like a copy of any business-related documents from NFPA (included contracts), must be in good standing and must submit a written request to the SDO. The request must state the reason the association is requesting the document. A Coordinator or Committee Members who requests a copy of any businessrelated documents (as set forth above) must be in good standing and must submit a written request to the Supervising Board member. The request must contain the reason the document is needed and the Supervising Board member must verify the validity of the need for the document(s). If the request is approved by the Supervising Board members, she/he will notify the SDO of the request.

15 The SDO shall notify the board of this request. The board will either: approve, deny, or consult with NFPA counsel regarding the request. If the request is denied or referred to counsel, a reason must be given to the requesting party. The requesting party shall be notified of the board s decision within five (5) business days of the receipt of the request by the SDO. If the request is approved by the board or by counsel, the SDO shall notify the requesting party and advise the party of the cost of copying the requested document (s) and the cost for postage. The cost of copying the document shall not exceed the market rate in the city where the SDO is employed. The SDO shall then have five (5) business days from the receipt of payment and an executed confidentiality agreement to mail the documents to the requesting party. In the case of requests for documents by a Coordinator or Committee Member, the cost for duplicating and mailing the documents will be deducted from that Coordinator or Committee s budget. Any Coordinator or Committee Member who receives a copy of any document(s) must return the document(s) to the SDO upon completion of their term of office, upon completion of a specific project, or as requested by either the Supervising Board member, the SDO, or the President. 5.6D Organizational Audit History: The Board of Directors conducted the first organizational audit in at its Summer Board Meeting. It was determined that an annual audit is advisable. Purpose: An annual audit of the internal information and systems of NFPA will be performed to ensure that NFPA resources are used appropriately, protected and reported in accordance with the laws and in compliance with government documents of organizations. The audit will be used as a means of determining whether the activities and programs are safeguarding the assets of the association, operating efficiently and consistently with set NFPA procedures and policies. Nothing in this section limits or interferes with the accounting audit preformed by the CPA hired by NFPA. Timing: In the first quarter of NFPA's fiscal year a review/audit or audit must be performed. An audit was performed in and an audit must be performed every other year thereafter with a review/audit on the remaining years. Audit Committee: The SDO, President and Treasurer and Director of Finance are members of the review/audit. The Board members are all members of the Audit Committee for the audit. The SDO will chair the Committee.

16 Matters to be Reviewed: Whether it is a review/audit or audit the items reviewed in the audit will be reviewed each year. In addition, other matters which the Audit Committee considers to be important to carry out the purpose of the audit will be included. Report to the Membership: Within sixty (60) days of the audit, the SDO will report the results to the Primary Delegates through the INSIDE NFPA. 5.6E Direct Responsible Positions The following positions (see Section 12 of the Procedures Manual) will report directly to the SDO: Records Coordinator Internet Communications Coordinator (Sunset 11/1/09) Intellectual Property Coordinator Governing Documents Coordinator Website Content Coordinator Convention Coordinator SECTION 5.7: TREASURER AND DIRECTOR OF FINANCE Term Two Years (elected in odd numbered years) Election Process The Treasurer and Director of Finance will be elected at the Annual Meeting in odd-numbered year by the member associations. NFPA strongly recommends that candidates for the office of Treasurer and Director of Finance have an accounting background. Summary The Treasurer and Director of Finance will be responsible for ensuring that NFPA is in a sound financial position by supervising the collection of dues, supervising generation of non-dues income, and evaluating financial management performances and opportunities. Specific Responsibilities The Treasurer and Director of Finance will assume the following responsibilities. Monitor the amount of dues charged for all membership classifications and supervise the collection of dues from local member associations. Analyze the amount of dues charged to each membership classification with respect to the member benefits offered, amount of operating costs, increases resulting from inflation, etc. Anticipate and prepare for future changes and work with the Board of Directors to determine if the dues charged are sufficient in comparison to market trends.

17 Assess sources of non-dues income; assist in the development and implementation of non-dues income programs to benefit NFPA. Upon request of a Region Director, assist local member associations in the development of non-dues income programs. Assist in the financial management, planning and investing of NFPA s financial resources, including maintaining adequate reserves, and work with the Managing Director in determining the more effective allocation of funds. Work with the Management Company in the proper filing of state and federal tax returns, preparation of the annual budget, and development of all other financial reports. Work with the Managing Director for an independent audit of the financial records in even-numbered years and an internal audit in odd-numbered years, and assist in the selection of such auditor(s). Work with the Managing Director to supervise the preparation of account reconciliations for all NFPA meetings, including the Annual Convention, national seminars, etc. Approve reimbursement of expenses and ensure that all reimbursements are properly disbursed. Review financial reports and be available to Board members to discuss results. Supervise the activities of the Budget Committee. Handle other projects and responsibilities as assigned. Direct Responsible Positions The Budget Committee is appointed by and reports directly to the Treasurer and Director of Finance. Communication The Treasurer and Director of Finance will communicate with the Board of Directors, the Management Company, local member associations, other financial experts such as any Financial Advisor or Auditor, and other outside organizations as necessary. SECTION 5.8: VICE PRESIDENT AND DIRECTOR OF MEMBERSHIP Term Two Years (elected in odd numbered years) Election Process The Vice President and Director of Membership will be elected at the Annual Meeting each year by the member associations. Summary The Vice President and Director of Membership will be responsible for guiding NFPA in attracting and retaining members. Specific Responsibilities The Vice President and Director of Membership will assume the following responsibilities. Assist the current member associations in retaining current members and attracting new members. Gain new member associations by locating and seeking non-nfpa member associations.

18 Offer leadership training and development for local member associations. When requested consider methods to assist non-member associations. Ensure current member benefits are maintained by continuing to offer quality tangible services such as travel discounts, insurance, etc. Assist in communicating member benefits and services through internal communication methods, including the National Paralegal Reporter, and other publications. Assist with internal publications and communications which relate to membership maintenance and growth. Assist local member associations, through the Directors of Regions, in addressing association management issues. Assist local member associations, through the Directors of Regions and only when requested, with crisis issues. Attract sustaining members, including individuals, schools and corporations where there are no local member associations, with the long term goal of starting new local member associations that would be affiliated with NFPA. Manage the selection of the Robie Award, Local Outstanding Leader Award, and Paralegal of the Year Award recipients. Supervise the activities of the Membership Coordinators and act as a liaison between the Board and these Coordinators. Other projects and responsibilities as assigned. Implement an Annual Convention mentoring program for new delegates. Direct Responsible Positions The following positions will report directly to the Director of Membership. International Relations Coordinator Leadership Training Coordinator Membership Growth Coordinator Member Benefits Coordinator Student Membership Growth Coordinator Armed Forces Coordinator Association Management Coordinator Communication The Vice President and Director of Membership will communicate with the President, the Secretary and Director of Operations, the Directors of Regions, local member associations and all other groups or individuals as necessary to function in this position. SECTION 5.9: DIRECTOR OF REGION I, II, III, IV, V Term: One Year Election Process: Each Director of a Region will be elected at the Annual meeting each year by the voting members from within their specific Region. Special Election of Region Directors

19 In the event a vacancy occurs prior to the completion of the full term, the position shall be filled pursuant to Section 6.9 of the Bylaws, by a majority vote of the member associations of such region by special election. The special election shall be conducted by the Nominations Coordinator and the Board Advisor unless the Nominations Coordinator is a primary or secondary representative for a member association of the affected region. In that case, the special election shall be conducted by the Chair of the Region Directors and the Board Advisor. If the vacancy that has occurred is that of the Chair of the Region Directors, the special election shall be conducted by the Board Advisor or Nominations Coordinator. The special election shall be conducted as follows: (1) The Nominations Coordinator (this term shall mean the Nominations Coordinator, Chair of the Region Directors and/or Board Advisor, depending upon the specifics as described above) shall solicit nominations from the member associations in good standing in the affected Region. (2) Nominations must be made in writing to the Nominations Coordinator ((via ) within seven (7) days from the date of solicitation. Nominees must meet the criteria for Region Director as set forth in the bylaws and/or Procedures Manual. If no nomination is received within seven (7) business days from the date of solicitation, the Nominations Coordinator shall again solicit nominations from voting member associations in good standing in the affected Region. (3) The Nominations Coordinator shall notify the nominees immediately in writing (via ) of their nomination, and the nominee must accept or decline within three (3) days, also in writing (via ) (4) Upon the close of nominations, the Nominations Coordinator shall immediately notify the the voting member associations in good standing of the Region of the slate of candidates who have accepted the nomination for the vacant position, at which time each candidate shall submit to the region a candidate s statement and/ resume. (5) The Nominations Coordinator shall prepare and transmit a ballot to the voting member associations in good standing of the region no later than five (5) business days after nominations have been closed. (6) Ballots must be returned to the Nominations Coordinator via and dated no later than five (5) business days after distribution to the region. (7) If there is a tie, or if a quorum does not participate in the election process, the region will vote again until one (1) candidate wins a majority of the votes or until a quorum participates. If after three (3) votes are taken, no candidate is nominated, the NFPA Board of Directors shall appoint a Region Director from the candidates who were nominated

20 (8) If there is only one (1) candidate nominated for the vacant position, the Region Director may be appointed by unanimous consent of the affected region (written consent to be distributed via and returned to the Nominations Coordinator). (9) The Nominations Coordinator shall maintain the original ballots or consent forms for ten (10) days after the election is completed, and then the ballots or consent forms shall be destroyed. Summary: The Region Directors are responsible for the humanization of NFPA to local associations, and are the main liaison between member associations and other Board members. Primary Responsibilities: Region Directors will assume the following responsibilities: To serve as a resource within NFPA for members and member associations. To develop and facilitate two-way communication between NFPA, members and member associations. Direct Responsible Positions: There are no positions that report directly to the Region Directors. 5.9 CHAIR OF THE REGION DIRECTORS A Chair of the Region Directors will be appointed by the President, with input from the other Region Directors, during the first board meeting after the Annual elections. The term of the Chair will be one year. The Chair of the Region Directors shall be available to the other Region Directors to assist with issues and areas of concern with that region director s associations. When appropriate, the Chair of the Region Directors shall coordinate joint communications to the delegates, as directed and agreed by the Board of Directors. The Chair shall also assist other board members, coordinators and/or delegates in the event a region director is unable to fulfill his/her duties due to illness, vacation, work conflicts, or a vacancy. In the event the Chair of the Region Directors is unable to fulfill his/her duties, due to illness, vacation or work conflicts, the Board Advisor shall assume the responsibility of the Chair of the Region Directors. If the Board Advisor is not able to act or assist then the Board shall designate another Region Director to serve in this capacity until the Chair is again able to resume his/her responsibilities. 5.9A General Duties

21 1. Monitor the associations within the region, act as a liaison between the Board and associations within the region, and act as a conduit for internal region communications. or by other methods of communication to region delegates regarding updates from NFPA Address issues from region delegates Confer with Board on issues to which responses are to be solicited from region delegates 2. Assist with local association management activities at the request of member associations. Each Region Director should coordinate his/her efforts with the Vice President and Director of Membership. Assist and provide consultation to associations Coordinate requests of region delegates with VPDM to provide information 3. Assist the Vice President and Director of Membership, as requested, in communicating with non-member paralegal associations and paralegal student organizations within the region. Make initial contact and appropriate follow-up with such associations and organizations 4. Assist the President in liaison activities with the ABA, ALA, AAfPE, IMPA, and other organizations when such activities fall within their region. Include President in s related to planned event with other organizations At the request of the Board, assist in responding to requests from other organizations 5. Communicate the accomplishments of the local member associations the in region through articles in the INSIDE NFPA, The National Paralegal Reporter and through postings to NFPA s Internet site. Encourage associations to submit timely articles and photos related to association activities Profile members within local associations for submittal to The National Paralegal Reporter Encourage associations to post to NFPA s Internet site their local association activities 6. Work with Vice President and Director of Membership to offer leadership training to member associations through NFPA Annual Leadership Conference or in conjunction with region meeting

22 7. Work with local delegates to aid in the dissemination of information regarding NFPA, its history, mission and policies to individual members of the association. Communicate regularly with delegates regarding upcoming deadlines, events, change in procedures or other noteworthy NFPA items 5.9B Communications The Region Director should maintain regular contact with the region delegates in the following ways: 1. Each Region Director will maintain a group list for their region including each member association s Primary delegate, Secondary delegate and President and communicate with them on a periodic basis as determined by the Region Director or as required by the NFPA Board. Each Region Director should also maintain regular contact with the Regional Chapter Directors of the Navy Legalmen Association (NLA) as well as other NFPA Armed Forces members, with the assistance of the Armed Forces Coordinator. For example, in 2009 the assignments would be: o NFPA Region I Director covers NLA Regions V (Northwest), VI (Southwest), and VII (Hawaii); o NFPA Region II Director covers NLA Region IV (Midwest); o NFPA Region III Director covers NLA Region III (Southeast); o NFPA Region IV Director covers NLA Regions I (Naval District Washington) and II (Mid-Atlantic); and o NFPA Region V Director covers NLA Regions VIII (Japan) and IX (EURSWA Europe, Southwest Asia & United Kingdom). Each Region Director should receive a list of Armed Forces members stationed in their regions from Headquarters and/or the Primary Delegates of any Military Paralegal Associations; and should notify the appropriate region associations of any Armed Forces members stationed in their local area (names and addresses only). Region Directors should periodically remind delegates to invite & include NFPA Armed Forces members in their events. RDs may encourage local associations to allow NFPA Armed Forces members to attend events at their member rate, or other discounted rate. The association visit for the Navy Legalmen Association may be concurrent with the Navy Legalmen Symposium, held every other year. The Region IV Director will budget for this visit, however, the RD or Board Member who is closest to the location of the Symposium or would be most appropriate will attend (i.e. if the Symposium is held in San Diego, the Region I Director might attend; if NLA is having financial issues, the Treasurer might attend, etc.). 2. An attempt should be made by each Region Director to visit member associations within the region at least once every two years. A Region Director is not permitted to

23 simply attend a local function or meeting. A visit by the Region Director must include the RD as an invited speaker at an event. RDs need to budget for trips to visit with associations and encourage the local association s assistance with food, lodging and transportation logistics during visit 3. Region Directors and other Board members, when appropriate will respond to inquiries about the profession and NFPA (see Section 17 for additional detail). 4. Write articles on NFPA for reprint in local association newsletters to be disseminated to NFPA member associations at least quarterly. Region Directors will rotate the writing of such articles on a schedule determined by the Chair of Region Directors 5.9C Convention Responsibilities 1. The Region Director, with the assistance of the Board of Directors are responsible for drafting an agenda for the Region Meetings that are held in conjunction with the Annual Convention. The draft agenda will be included in the issue of the INSIDE NFPA distributed prior to the convention. 2. The Region Director should encourage associations to submit agenda and discussion topics on a timely basis and remind representatives of key convention deadlines. 3. The Region Director should assist the Records Coordinator and the Secretary and Director of Operations by reminding delegates of need to register and be credentialed for the Annual Convention. 4. The Region Directors will preside over their meetings. The Region Directors should be prepared to facilitate and monitor discussions regarding each agenda and discussion topic. 5. The Region Director, in conjunction with the Vice President and Director of Membership and the Association Management Coordinator, will insure that new representatives are introduced and made to feel welcome at the Annual Convention. 5.9D Board Meeting Responsibilities 1. The Region Director will attend and actively participate in all Board meetings. The Board meeting agenda shall contain a topic entitled discussion of region issues. The Region Director will be prepared to address issues on behalf of the region 2. Intentionally Omitted.

24 5.9E Welcome/Orientation of New Primaries, Secondaries and New Associations 1. The Region Director will encourage the association delegates to keep their pages of the Leadership Directory current. 2. New associations will receive at a minimum a welcoming letter from the President, a dues letter from the Treasurer and Director of Finance, and the procedures for submitting mailing list updates from the Vice President and Director of Membership. 3. Within 14 days after NFPA Board approval of a new association in the region, the respective Region Director should send a welcoming letter. 4. Within 3 months after approval, the Region Director should contact the new association to ensure the new association is getting what was expected from NFPA. 5.9F Association Management 1. The Vice President and Director of Membership and the Association Management Coordinator are responsible for developing techniques and materials regarding association management which are to be made available as resources for assisting local associations that may be experiencing problems. 2. Region Directors are to be available to assist local associations with any problems the association is having including, but not limited to, problems within their boards of directors, within their membership or financial difficulties. If the Region Director determines that the problems are due to personality conflicts within an association, the Region Director should offer suggestions and/or publications related to handling such conflicts and should also put the association in direct contact with the Association Management Coordinator in addressing these issues. 3. Once a problem is noted and the Region Director has put the association in direct contact with the Association Management Coordinator to solicit materials and assistance, The Region Director should maintain frequent contact with the association. The Region Director will further consider whether or not a personal visit is warranted and economically feasible and who is appropriate to make the visit. For example, an association with financial problems may want to have an experienced local association Treasurer provide assistance. 4. The Region Director may establish a mentor system within the region for associations having particular difficulties. 5. The Region Director should always include the President and the Vice President and Director of Membership in association management activities.