THIRD AMENDED AND RESTATED CODE OF REGULATIONS OF THE PARALEGAL ASSOCIATION OF CENTRAL OHIO

THIRD AMENDED AND RESTATED CODE OF REGULATIONS OF THE PARALEGAL ASSOCIATION OF CENTRAL OHIO Amended and Restated: February 14, 2017 1

PARALEGAL ASSOCIATION OF CENTRAL OHIO MISSION STATEMENT The Paralegal Association of Central Ohio ( PACO ) fosters relationships in the legal community, and brings together paralegals, paralegal students, faculty and their schools, the judiciary, attorneys, government, various bar associations and legal vendors, in order to promote professional and personal relationships. PACO maintains a high order of professional standards and ethics among its members and within the legal community and assists the public community through outreach programs. It also upholds and promotes the Code of Ethics and Professional Responsibility contained within the Amended and Restated Code of Regulations and sustains the mission of PACO. i

TABLE OF CONTENTS MISSION STATEMENT... ii ARTICLE I NAME Section 1.01. Name...1 ARTICLE II OBJECTIVES AND PURPOSES Section 2.01. Objectives and Purpose...1 ARTICLE III MEMBERSHIP CLASSES AND QUALIFICATIONS Section 3.01. Nondiscrimination...1 Section 3.02. Member...1 Section 3.03. Paralegal Defined...1 Section 3.04. Non-Traditional Paralegal Defined...2 Section 3.05. Student Membership...2 Section 3.06. Sustaining Membership...2 Section 3.07. Eligibility of Voting Rights...2 Section 3.08. Granting of Voting Rights...3 Section 3.09. Denial of Voting Rights...3 Section 3.10. Future Granting of Voting Rights...3 Section 3.11. Student Member Participation...4 Section 3.12. Dues, Fees and Accounting Services...4 Section 3.13. Fiscal Year...4 ARTICLE IV DISCIPLINARY ACTION AND TERMINATION OF MEMBERSHIP Section 4.01. Disciplinary Action...4 Section 4.02. Involuntary Termination or Rejection of Membership...5 ARTICLE V MEETINGS OF MEMBERS Section 5.01. Regular Membership Meetings...5 Section 5.02. Annual Installation Meeting...5 Section 5.03 Annual Board Leadership Meeting..6 Section 5.04. Special Meetings...6 Section 5.05. Quorum...6 Section 5.06. Parliamentary Authority...6 ARTICLE VI OFFICERS Section 6.01. Number and Qualifications of Officers...6 Section 6.02. Terms of Officers...7 Section 6.03. Removal from Office...7 Section 6.04. Election...7 Section 6.05. Voting...7 Section 6.06. Action By Written or Electronic Ballot. 8 Section 6.07. Absentee Ballots...8 Section 6.08. Vacancies...8 ii

Section 6.09. Duties of the President...8 Section 6.10. Duties of the Vice President...8 Section 6.11. Duties of the Assistant Vice President...8 Section 6.12. Duties of the Secretary...9 Section 6.13. Duties of the Treasurer...9 Section 6.14. Duties of the President-Elect...9 Section 6.15. Number and Qualifications of Representatives...9 Section 6.16. Appointment...9 Section 6.17. Term of Representatives...9 Section 6.18. Removal from Office...10 Section 6.19. Vacancies...10 Section 6.20. Duties of the NFPA Representative...10 Section 6.21. Duties of the Statewide Representative/NFPA Secondary Representative...10 Section 6.22 Duties of the Public Relations Representative...11 Section 6.23. Duties of the Student Liaison Representative...11 Section 6.24. Requirement to Transfer Files...11 ARTICLE VII EXECUTIVE BOARD Section 7.01. Composition...11 Section 7.02. Advisor...11 Section 7.03. Powers...11 Section 7.04. Meetings...11 Section 7.05. Executive Session...11 Section 7.06. Action in Writing in Lieu of Meeting...12 Section 7.07. Quorum...12 Section 7.08. Reimbursement...13 ARTICLE VIII ADVISORY BOARD Section 8.01. Composition...13 Section 8.02. Eligibility...13 Section 8.03. Term...13 Section 8.04. Meetings...13 Section 8.05. Duties...13 ARTICLE IX COMMITTEES Section 9.01. Standing Committees...14 Section 9.02. Bylaws Committee...14 Section 9.03. Membership Committee...14 Section 9.04. Public Relations Committee...14 Section 9.05. Mentoring Program Committee...14 Section 9.06. Job Bank Committee...14 Section 9.07. Program Committee...14 Section 9.08. Elections Committee...15 Section 9.09. Professional Development Committee...15 Section 9.10. Professional Ethics and Standards Committee ( PESC )...15 iii

Section 9.11. Pro Bono Committee...15 Section 9.12. Student Liaison Committee...15 Section 9.13. Special Committees...15 Section 9.14. Transfer of Records...15 ARTICLE X DISSOLUTION Section 10.01. Dissolution...15 ARTICLE XI INDEMNIFICATION Section 11.01. Indemnification...16 ARTICLE XII CODE OF ETHICS AND PROFESSIONAL RESPONSIBILITY Section 12.01. Level of Competence...19 Section 12.02. Level of Personal and Professional Integrity...20 Section 12.03. Standard of Professional Conduct...20 Section 12.04. Pro Bono Services...21 Section 12.05. Confidentiality...21 Section 12.06. A Paralegal s Title Shall Be Fully Disclosed...21 Section 12.07. Unauthorized Practice of Law...22 Section 12.08. Conflicts of Interest...21 ARTICLE XIII MISCELLANEOUS Section 13.01. Amendments...23 Section 13.02. Clerical Errors...23 iv

AMENDED AND RESTATED CODE OF REGULATIONS OF THE PARALEGAL ASSOCIATION OF CENTRAL OHIO ARTICLE I NAME Section 1.01 Name. The name of the non-profit corporation shall be the Paralegal Association of Central Ohio ( PACO ). ARTICLE II OBJECTIVES AND PURPOSES Section 2.01 Objectives and Purposes. The objectives and purposes of PACO shall be as follows: A. To maintain a high order of professional standards and ethics among its Members and within the legal community. B. To promote the interests of Paralegals. C. To assist students and schools to foster relationships and to promote the growth of PACO through the students and their schools. D. To promote professional working relationships with the various bar associations and the judicial system. E. To assist and serve the public community. F. To uphold and promote the Code of Ethics and Professional Responsibility contained in Article XII of this Amended and Restated Code of Regulations ( Code ). G. To uphold the mission of PACO. ARTICLE III MEMBERSHIP CLASSES AND QUALIFICATIONS Section 3.01. Nondiscrimination. No person eligible for Membership in PACO shall be denied admission on the basis of race, sex, national origin, age, physical handicap, religious affiliation or political ideology. Section 3.02. Member. A Member shall be any person who is duly admitted to the Membership of PACO and complies with the provisions of this Code. Only those persons who qualify for Membership according to the provisions of this Code shall be and become Members of PACO. Section 3.03. Paralegal Defined. A Paralegal is an individual, qualified through education, training and/or work experience to assist lawyers in the delivery of a wide range of legal services. Paralegals perform substantive legal work that requires knowledge of legal concepts and is customarily, but not exclusively, performed by a lawyer. Paralegals may be retained or employed by a lawyer, law office, governmental agency, corporation, other business

or entity, or may be authorized by administrative, statutory or court authority to perform work delegated by a lawyer and under their supervision. Paralegals are explicitly prohibited from carrying out duties that are considered to be the practice of law, such as setting legal fees, giving legal advice, and presenting cases in court. It is important to note that Paralegals are found in all types of organizations, but most are employed by law firms, corporate legal departments, and government offices. Section 3.04. Non-Traditional Paralegal Defined. A Non-traditional Paralegal (which may be identified as a legal assistant or other assigned title) is an individual qualified through education, training, and/or work experience to perform substantive legal work that requires knowledge of legal concepts and is customarily, but not exclusively, performed by a lawyer. Non-traditional Paralegals may or may not be retained or employed by a lawyer, law office, governmental agency, corporation, other business or entity, or may be authorized by administrative, statutory or court authority to perform work delegated by a professional and under their supervision. It is important to note that Non-traditional Paralegals are found in all types of organizations. All Paralegal applicants who become Members in either PACO or the CBA shall become joint Members of both organizations with the exception of Sustaining Affiliate Members (Sustaining Member ). No Paralegal applicants shall be allowed to become a Member of the CBA without becoming a Member of PACO. Only those Members who qualify for Membership in PACO and for associate Membership in the CBA shall be Members. A person shall be deemed qualified if they satisfy all criteria outlined in both PACO s and the CBA s Code of Regulations and Bylaws. Students in accredited Paralegal programs shall be eligible to be Paralegal Student Members ( Student Member ) of PACO and associate Members of the CBA. All Members and Student Members shall also be members of the National Federation of Paralegal Associations ( NFPA ) Section 3.05. Student Membership. An applicant shall be eligible for admission to Membership as a Student Member if he/she is presently enrolled in a paralegal course of study that is approved by the American Bar Association ( ABA ) or equivalent curriculum, the Accrediting Council for Independent Colleges and Schools ( ACICS ) or other institutionally accredited school. A Student Member may be sponsored by their school/program administrator, teacher or state licensed attorney. Section 3.06. Sustaining Membership. An applicant shall be eligible for admission to membership as a Sustaining Member if such applicant is a person, partnership, organization or other entity interested in supporting the purposes and objectives of PACO and not currently employed in a Paralegal capacity. Sustaining Members in good standing shall be entitled to participate in the affairs of PACO except that they shall not have the right to vote, nor be eligible to hold office. Sustaining Members are not eligible for PACO/CBA joint Membership unless determined by the CBA. Section 3.07. Eligibility of Voting Rights. Members shall be eligible for voting rights in PACO if, at the time of application, they are employed in a paralegal capacity under the 2

supervision of a state licensed attorney in good standing. The following members shall also be eligible for voting rights in PACO who: A. hold a post-baccalaureate certificate, bachelor s or associates degree in paralegal studies obtained from an institutionally accredited school, such as ABA or ACICS; or B. hold a bachelor s degree in any course of study obtained from an institutionally accredited school and has three years of substantive paralegal experience; or C. has a high school diploma or equivalent and five years substantive paralegal experience on or before December 31, 2009. In order to qualify for voting rights, the paralegal must obtain the signature of a state licensed attorney in good standing who signs their membership application attesting that they know the paralegal and that they know that the paralegal has met the criteria listed in this Code. Section 3.08. Granting of Voting Rights. The Executive Board (the Executive Board ), by majority vote, shall determine the voting status of new members. In determining the voting status of a Member, the Executive Board may also consider any of the following factors in making its determination: A. the applicant s place of employment; the applicant s job description; the applicant s prior work history; or B. any other factor the Executive Board considers relevant, except those prohibited under this Code. Voting Members in good standing shall be fully qualified to vote, hold office, and otherwise participate in the affairs of PACO. Section 3.09. Denial of Voting Rights. An applicant shall be denied voting rights if they do not meet the criteria in this Code, are a Sustaining Affiliate Member, or a Student Member. Non-voting Members in good standing shall be entitled to fully participate in the affairs of PACO except that they shall not have the right to vote or hold office. The Executive Board may, for good reason, vote to waive this criteria if the Member is needed to serve in some capacity within PACO and cannot without voting rights. If at any time the Executive Board becomes aware that a Paralegal s employment situation has changed, it shall be up to the Executive Board to decide whether the Paralegal s voting rights remain in place or shall be withdrawn and/or denied. Section 3.10. Future Granting of Voting Rights. When a Student Member graduates from their approved paralegal studies program, they may make a formal, written request to the Executive Board and ask that they be granted voting rights. If voting rights are granted, the Student Member will pay prorated additional dues between the cost of a student and regular membership. Any Member who has been denied voting rights may also make a formal, written request to the Executive Board asking for reconsideration of the denial and must provide the Executive Board with sufficient proof that they should be granted voting rights. 3

Section 3.11. Student Member Participation. Student Members in good standing shall be entitled to fully participate in the affairs of PACO, with the following exceptions: A. Student Members are not entitled to vote at any general membership, committee or other meeting; B. Student Members are not eligible to hold office, but may chair a committee with prior approval of the Executive Board; and C. Student Members are not permitted to make any statement on behalf of PACO or represent PACO in any capacity, unless directed and authorized by the Executive Board. Section 3.12. Dues, Fees and Accounting Services. The dues of PACO shall be established by the Executive Board in conjunction with the CBA. The Executive Board and the CBA shall review the dues structure at the end of each fiscal year. If deemed necessary, any changes in Membership dues shall be determined at that time. Dues associated with renewal of Membership become payable on the first day of July. If a member has joined outside of PACO and the CBA s fiscal year, the timing of membership shall coincide with CBA s calendar for rolling memberships based on the anniversary renewal date of each individual. The CBA shall bill all Members for all dues for the applicable CBA fiscal year. Section 3.13. Fiscal Year. The fiscal year of PACO shall be July 1 through June 30, which is also the fiscal year of the CBA. ARTICLE IV DISCIPLINARY ACTION AND TERMINATION OF MEMBERSHIP Section 4.01. Disciplinary Action. A Member may be expelled from PACO upon failure to abide by the Articles of Incorporation of PACO, this Code or such other rule now or hereafter adopted by PACO. In the event any Member shall violate any of the provisions above, such Member may be expelled in the following manner: A. A complaint in writing setting forth the grievance shall be submitted to a member of the Executive Board for presentation to the Executive Board; or a Member may attend a meeting of the Executive Board and present the grievance. B. The Executive Board shall, within ten (10) days after presentation of the grievance, notify the Member by certified mail, return receipt requested, that a complaint has been lodged against said Member and that the Member shall appear before the Executive Board at its next regularly scheduled meeting and/or at a meeting the Executive Board may set to address the issue at hand in a timely reasonable manner. 4

C. If, after said Member makes an appearance, the Executive Board deems the complaint serious enough to justify expulsion, said Member shall be notified by certified mail, return receipt requested. If the grievance against the Member is for the conviction of a felony, under Section 4.02 of this Code, the Member shall not be required to appear in the person before the Executive Board. D. A two-thirds vote of the Members present and voting at the Regular Membership Meeting shall be required to expel any Member. Section 4.02. Involuntary Termination or Rejection of Membership. A Member may be expelled and Membership may thereby be terminated, pursuant to Section 4.01 of this Code, or an application for Membership or for the reinstatement of Membership may be rejected for the following reasons: (a) the conviction of a felony in this state, or the conviction of an equivalent offense under the laws of any other jurisdiction; (b) the removal of a Member s notary public seal; (c) the expulsion from or the suspension of Membership in a law-related professional organization; (d) the revocation or suspension of a license or permit to engage in a law-related profession or occupation; (e) being found by PACO to have engaged in conduct detrimental to the profession and/or PACO; (f) the violation of any code of ethics adopted by PACO, or that of any national association of which PACO is a Member. A certified copy of a judgment entry of conviction of an offense shall be conclusive evidence of the commission of that offense in any disciplinary proceedings instituted against the Member. Membership may be reinstated for: (a) a judgment entry reversing a felony conviction, or upon being issued a pardon; (b) the reinstatement to any law-related organization from which the Member had been suspended or expelled; (c) the reissuing of a license or permit to engage in a law-related profession or occupation. ARTICLE V MEETINGS OF MEMBERS Section 5.01. Regular Membership Meetings. There shall be at least four (4) regular Membership meetings ( Regular Membership Meeting(s) ) of PACO during each fiscal year. Regular Membership Meetings shall be held upon the dates decided by the Executive Board, in addition to other functions sponsored by PACO These meetings are open to observation by visitors or invited guests. Observers shall have no rights to make motions or vote. Section 5.02. Annual Installation Meeting. The Regular Membership Meeting scheduled in June shall be known as the Annual Installation Meeting. Section 5.03. Annual Board Leadership Meeting. Every year the leaders of PACO shall meet to review the annual goals set out for the specific Committee and/or Representative. The date, time and place will be decided upon the President. 5

Section 5.04. Special Meetings. Special Meetings for the Membership or the Executive Board may be called by the President, the Executive Board, or in writing by one third of the Voting Members of PACO, providing notice specifying the principal business of the meeting is given to all Members at least one week prior to said meeting. Section 5.05. Quorum. Twenty-five percent (25%) of the current Voting Members shall constitute a quorum for any Regular Membership Meeting or Special Meeting of the General Membership. After the meeting has been opened for business, a diminishing number of Voting Members shall not affect the quorum. In the event that weather conditions, such as heavy snow, ice storms, or flooding, prevents the presence of twenty-five percent (25%) of the Voting Members necessary for a quorum at any meeting, a majority of the Executive Board present at said meeting may, for that meeting, vote to reduce the quorum to twenty percent (20%). Section 5.06. Parliamentary Authority. The most recent edition of Robert s Rules of Order, Newly Revised, shall be the parliamentary authority where applicable and where there is no conflict between said rules and the Code. Where such conflict does exist, the Code shall take precedence. ARTICLE VI OFFICERS Section 6.01. Number and Qualifications of Officers. officers shall be six (6). The officers shall be comprised of: The authorized number of A. President B. Vice President C. Assistant Vice President D. Treasurer E. Secretary F. President-Elect Except for the office of President, Vice President and Assistant Vice President, only Members who have been active Members for one (1) year from date of approval of his/her Membership, who are employed as Paralegal at the time of their election, who have served on a committee for a minimum of one (1) year and have never been removed from any elected office or any appointed Representative or Chairpersonship, shall be eligible to serve as an officer. The President, Vice President and Assistant Vice President shall meet these qualifications and, in addition, must have been an active PACO Member for two (2) years and held at least one board position. A Member desiring to run for office other than President and Vice President and who feels they have equivalent credentials but does not meet the required qualifications as set forth in this Code may request, in writing to the Elections Committee, a waiver of any one or more of the above stated qualifications. The request for waiver shall set forth the qualification(s) the person does not meet and the equivalent credentials/qualification(s) possessed. The officers of PACO shall constitute the Executive Board. 6

Section 6.02. Term of Officers. The term of office of all elected officers shall be two (2) years or until their successors are duly elected or appointed. An officer shall serve no more than two (2) consecutive terms in the same office. If, however, no Member accepts a nomination to an officer position, if the current officer is willing to continue in that capacity, they may serve more than the two (2) consecutive terms. Appointment to an unexpired term shall not be considered a term in the same office. If no person has accepted a nomination prior to the Annual Installation Meeting, the officer that has served more than the two (2) consecutive terms and is willing to remain seated shall not be opposed at said meeting. Section 6.03. Removal from Office. Any officer who does not fulfill the obligations and duties of their respective office may be removed from said office by an action passed by the Executive Board. That officer will first be approached by the President and informed of the concern(s). If they cannot address the concerns immediately, and are unable to correct the matter within a reasonable timely basis determined by the officer and the President, then the Executive Board may remove that officer by written notification to be sent certified mail, return receipt requested. One of the obligations of an officer shall be to maintain continuous employment as a Paralegal while in office. For the purpose of this section, continuous employment shall mean employment shall not cease for more than ninety (90) successive days unless cessation of employment is due to a physical or medical disability, or economic hardship, in which case an interim officer will be appointed. If a period of unemployment exceeds ninety (90) days, the officer s position will be reviewed by the Executive Board before any further action is taken. Section 6.04. Election. The officers of PACO, who are also the Trustees for purposes of Chapter 1702 of the Ohio Revised Code, shall be elected biennially at the Annual Installation Meeting of PACO by the Voting Members. The Elections Committee shall appoint no more than five (5) and no less than three (3) Voting Members for purposes of counting ballots passed for the election of officers. In the event of a tie for any office, the Members of PACO shall vote again until one of the nominees for that office receives a majority vote cast by the Voting Members entitled to vote. The Elections Chairperson(s) shall preside during the election of officers. In addition to the list of candidates provided by the Elections Committee, the Chairperson(s) shall call for nominations from the floor. Only the names of consenting nominees meeting the qualifications of Section 6.01 of this Code shall be added to the list of candidates. The Chairperson(s) shall declare as officers those candidates receiving a majority of the votes cast by the Members entitled to vote. Section 6.05. Voting. Each Voting Member shall be entitled to one vote upon each matter submitted to a vote. Voting at the meetings of the Membership may be by written ballot, voice, show of hands, electronic vote, or if determined by the Executive Board, by absentee ballot. Officers when elected by ballot shall be by a majority of the votes cast by the Voting Members entitled to vote. All other actions, except as otherwise provided by this Code, shall be authorized by a simple majority of the votes cast. 7

Section 6.06. Action By Written or Electronic Ballot. Any action that may be taken at any annual, regular, or special meeting of the members may be taken without a meeting if a PACO officer delivers a written or electronic ballot to every member entitled to vote on the matter. Such written or electronic ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written or electronic ballot pursuant to this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required in Sections 5.05, 7.07, or 13.01 this Code. All solicitations for votes by written or electronic ballot shall indicate (i) the number of responses needed to meet the quorum requirements; (ii) state the percentage of approvals necessary to approve the matter other than election of officers; and (iii) specify the time by which a ballot must be received by PACO in order to be counted. A written or electronic ballot may not be revoked. Section 6.07. Absentee Ballots. When authorized by the Executive Board, each Voting Member entitled to vote at a meeting of the Members shall have the right to vote by Absentee Ballot. Each ballot shall be in writing, dated and signed by the Voting Member. The Elections Committee Chair will forward originals and/or copies of the Absentee Ballots to the PACO Secretary at least one (1) business day prior to such meeting. The Secretary will keep record of the Absentee Ballots in a secure location. It will be upon the discretion of the Secretary to store the ballots either by paper file or electronically. Section 6.08. Vacancies. In the event of a vacancy in the office of President, the Vice President shall succeed to the office for the unexpired term. A vacancy in any other office because of death, resignation, removal, disqualification or for any other cause shall be filled by the Executive Board making an appointment for the unexpired term. Section 6.09. Duties of the President. The President shall be bonded in an amount set by the Executive Board, the premium to be paid by PACO. The President shall preside at all General Membership Meetings and all Executive Board Meetings; act as spokesperson for PACO as the need arises with the exception of the NFPA Primary and NFPA Secondary Representatives representation; serve as ex-officio member of all committees and/or subcommittees with the exception of the Elections Committee and Professional Ethics and Standards Committee (PESC); serve as the Chair of the Advisory Committee including presentation of semi-annual reports of PACO activities from the minutes and reports, assist with the PACO Awards of Excellence; Update any calendar events on PACO s website; prepare the Message from the President ListServ emails on a weekly basis; approve any non-budget expenditures in the event Board approval cannot be obtained when needed; and provide the name and contact information of the outgoing PESC Chair to the new incoming PESC Chair to ensure confidential documents are maintained. Section 6.10. Duties of the Vice President. The Vice President shall preside in the absence of the President; shall be responsible for the organization of all committees, including soliciting committee chairpersons for all committees not chaired by elected officers. The Vice President shall also be chairperson of the Membership Committee; review and process all new applications for Membership and present the same to the Executive Board for consideration; 8

present to the Executive Board a report that quantifies PACO s Membership by Membership category at each Executive Board meeting; annually review and coordinate with CBA renewal notices to current Members; provide an updated roster of PACO Members to NFPA on a quarterly basis in the format specified by NFPA. The Vice President shall also provide a list of eligible voting members for general election meetings. Section 6.11. Duties of the Assistant Vice President. The Assistant Vice President shall be responsible for the organization of all committees, including soliciting committee chairpersons for all committees not chaired by elected officers. The Assistant Vice President shall be the liaison between all such committees and the Executive Board and shall perform such other duties as ordinarily pertains to this office. Additional duties include, but are not limited to, submitting all committee reports to the officers one (1) week prior to the Executive Board meeting. Section 6.12. Duties of the Secretary. The secretary shall record the proceedings of the Executive Board; preserve in a permanent file all minutes and letters of value of PACO and its officers, which, together with the minute book and corporate binder, shall be delivered to the incoming Secretary at the close of the term. The Secretary shall serve as statutory agent of PACO and is responsible for keeping PACO s statutory filings up-to-date. The Secretary will be responsible for placing the Executive Board minutes on PACO s website. In the absence of the Secretary, a secretary pro tempore may be appointed by the Executive Board President (or the next line of succession if the President is not in attendance) to perform the Secretary s duties. Section 6.13. Duties of the Treasurer. The Treasurer shall collect Sustaining Member annual fees and all monies of PACO and make distribution by check, signed by the Treasurer or President; keep an account of all receipts and disbursements, monthly reports, make a biennial report at the Annual Installation Meeting; and deposit the funds in such bank as the Executive Board may direct. The Treasurer shall be bonded in an amount set by the Executive Board, the premium to be paid by PACO. The Treasurer is also responsible for overseeing the biennial independent audit and reporting the results to the Executive Board, and maintain adequate server service and domain registration. Section 6.14. Duties of the President-Elect. The President-Elect has no duties or responsibilities, except to attend monthly Executive Board meetings. The President-Elect does not vote. The President-Elect is training to become the President for the following term. Section 6.15. Number and Qualifications of Representatives. The authorized number of Representatives shall be four (4). The Representatives shall be comprised of: A. NFPA Primary Representative B. Statewide Representative/NFPA Secondary Representative C. Public Relations Representative D. Student Liaison Representative 9

Only Members who have been active Members for one (1) year from date of approval of his/her Membership, who are employed as Paralegal at the time of their election, who have served on a committee for a minimum of one (1) year and have never been removed from any elected office or any appointed position or chairpersonship, shall be eligible to serve as a Representative. Section 6.16. Appointment. Any person wishing to serve as a Representative shall submit to the Executive Board their name and qualifications. The Executive Board members will then select the best candidate and appoint them to their position. Section 6.17. Term of Representatives. The term of all Representatives shall be one (1) year or until their successors are duly elected or appointed. A Representative shall serve no more than two (2) consecutive terms in the same office. Appointment to an unexpired term shall not be considered a term in the same office. If, however, no other Member applies to serve as a Representative, if the current Representative is willing to continue in that capacity, they may serve more than the two (2) consecutive terms. Section 6.18. Removal from Office. Any Representative who does not fulfill the obligations and duties of their respective office may be removed from said office upon the action of the Executive Board and informed of the concern(s). If the Representative cannot correct the concerns immediately (less than one week), then the Executive Board may remove that Representative immediately through written notification via certified mail, return receipt requested at the address in accordance with the Representative s membership. The Executive Board will appoint an interim Representative. One of the obligations of a Representative shall be to maintain continuous employment as a Paralegal while in office. For the purpose of this section, continuous employment shall mean employment shall not cease for more than ninety (90) successive days unless the cessation of employment is due to a physical or medical disability, or economic hardship, in which case an interim officer will be appointed. If a period of unemployment exceeds ninety (90) days, the Representative s position will be reviewed by the Executive Board before any further action is taken. Section 6.19. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or for any other cause shall be filled by the Executive Board making an appointment for the unexpired term. Section 6.20. Duties of the NFPA Primary Representative. The NFPA Primary Representative shall act as a liaison between the NFPA and PACO and represent the interest of PACO at any meeting of the NFPA. The NFPA Primary Representative shall vote and act on behalf of the Members of PACO in accordance with this Code and the NFPA. Section 6.21. Duties of the Statewide Representative/NFPA Secondary Representative. The Statewide Representative will promote and maintain ongoing relationships on behalf of PACO with other allied professional associations within the State of Ohio, including, but not limited to, other Paralegal associations in Ohio as members of the Statewide 10

Alliance of Paralegal Associations (the Statewide Alliance ), the Ohio State Bar Association, Paralegal educational programs, and other entities deemed appropriate by the Executive Board. The Statewide Representative shall serve as the liaison between PACO and both the Statewide Alliance and the Paralegal Committee of the Ohio State Bar Association. The Statewide Representative is responsible for reporting back to PACO on the activities of the Statewide Alliance and the OSBA Paralegal Committee. The Statewide Representative shall also present a report of the activities of PACO to the Alliance and the OSBA Paralegal Committee as deemed necessary. Also the Statewide Representative will be the NFPA Secondary Representative and will aid the NFPA Primary Representative only with NFPA related responsibilities, and represent PACO at NFPA annual, mid-year and regional meetings when the NFPA Primary Representative, or a suitable replacement chosen by the Executive Board, is unable to attend such meetings. Section 6.22. Duties of the Public Relations Representative. The Public Relations Representative shall be the chairperson of the Public Relations Committee and shall be responsible for preparing and arranging for all publicity relating to the activities of PACO. The Public Relations Representative will prepare and submit an outline of projected activities, events, and/or projects of the Public Relations Committee to the Executive Board for prior approval; coordinate speaking engagements with local community organizations; and monitor PACO s website, social media accounts (Facebook, Twitter and LinkedIn) with respect to additions, corrections, deletions, and/or updates. Section 6.23. Duties of the Student Liaison Representative. The Student Liaison Representative shall be the chairperson of the Student Liaison Committee; and shall be responsible for promoting PACO to Paralegal students and their schools. Section 6.24. Requirement to Transfer Files. Officers and Representatives, at the expiration of their term of office, shall transfer to their successor or the President, all files and records of their respective office prior to the joint Executive Board meeting pursuant to Section 7.04. ARTICLE VII EXECUTIVE BOARD Section 7.01. Composition. The Trustees of PACO for the purpose of Chapter 1702 of the O.R.C. are the Members of the Executive Board, which consists of the officers of PACO. Section 7.02. Advisor. The President may appoint, as a Non-Voting Member of the Executive Board, a former president of PACO as an advisor to the President. Section 7.03. Powers. The Executive Board shall transact and conduct the daily affairs of PACO in accordance with the laws of the State of Ohio, the Articles of Incorporation and this Code. Any business which directly affects the Membership shall be submitted to the Membership for discussion and vote prior to Executive Board action. If the current Treasurer 11

does not select an auditor for the biennial audit by August 1, the Executive Board shall be responsible for the selection of an independent auditor to perform the biennial audit. Section 7.04. Meetings. The Executive Board shall hold meetings at such time and place as may be designated by the Executive Board. The meeting in July shall be a joint meeting with the newly elected Members of the Executive Board. Meetings of the Executive Board are open to observation by Members or invited guests unless the board votes to go into Executive Session for the purposes described in Section 7.05 of this Article VII. Observers must request permission to address the Executive Board during open meetings and shall have no rights to make motions or vote. Section 7.05. Executive Sessions: purposes of discussing the following matters: Executive Sessions may be held only for the A. Potential and pending legal actions, causes of action or litigation; B. Hiring, terminating, disciplining, promoting or otherwise changing the terms of engagement of employees, agents or independent contractors. C. Discussion of the mental or physical health of an identifiable person, including medical, psychiatric, psychological, or alcoholism or drug dependency or diagnosis or treatment. D. Any Executive Board Member s removal or resignation from office. E. Individually identifiable records pertaining to current or former Members, agents, applicants, or independent contractors. F. Proprietary or confidential information, the disclosure of which could damage PACO or any of its Members. G. Records which are protected from disclosure by law. H. Any other matters deemed necessary to discuss in Executive session by any Executive Board Member. The Executive Board or Membership, as applicable, may, at its discretion, invite any person to attend an executive session; however, such person must request permission to address the Executive Board or Membership, as applicable, during the executive session and shall have no rights to make motions or vote. Section 7.06. Action in Writing in Lieu of Meeting. Any action which may be authorized or taken at a meeting of the Executive Board may be authorized or taken without a meeting with the affirmative vote or approval of, and in writing or writings, signed by, all the Members of the Executive Board. For purposes of this Section 7.06, an electronic transmission consenting to an action to be taken, and transmitted by a Member of the Executive Board, shall 12

be deemed to be written, signed and dated provided that any such electronic transmission sets forth or is delivered with information from which PACO can determine that the electronic transmission was transmitted by the Executive Board Member and the date on which such Member transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date the consent was signed. No action in lieu of a meeting given and received via electronic transmission shall be deemed to have been approved until such consent is recorded by the Secretary or other such person having custody of the book in which the proceedings of meetings of the Executive Board are recorded, to the extent and in the manner provided by resolution of the Executive Board. Section 7.07. Quorum. The presence of fifty (50%) percent of the Voting Members of the Executive Board shall constitute a quorum. Section 7.08. Reimbursement. For reimbursement, see Section 13.01 Expense Reimbursement of the PACO Policy Guide. ARTICLE VIII ADVISORY BOARD Section 8.01. Composition. The Advisory Board shall consist of not less than three (3), nor more than seven (7) Active Members appointed by the President at its first regularly scheduled meeting in each new year, a majority of which shall have served at least one full term on the Executive Board. In addition, the immediate past President (if available and willing to serve) shall be a Non-Voting Member of the Advisory Board for the year immediately following their term(s). The President may also appoint other active or associate Members as Non-Voting Members of the Advisory Board. The President may also appoint Honorary Advisory Board Members who shall be persons other than Paralegals interested in assisting the development and growth of the profession. The number of Honorary Advisory Board Members shall be less than the number of Active Members elected to the Advisory Board. Honorary Advisory Board Members shall be nonvoting Members of the Advisory Board, and shall be appointed for a one-year term. The President shall be the chairperson of the Advisory Board, but may appoint a vice chairperson from the Voting Members of the Advisory Board, at any time during the year. Section 8.02. Eligibility. Only those Members who have been Active Members in PACO for at least five (5) years and have never been removed from any office, are eligible to be elected to the Advisory Board. These eligibility requirements do not apply to Honorary Advisory Board Members. Section 8.03. Term. The Advisory Board shall be elected for a two-year term of service. All terms will run concurrently with the terms of the officers (that is, generally, from 13

July through June). A Member of the Advisory Board shall serve no more than two consecutive terms, except election to an unexpired term shall not be considered a term on the Advisory Board. Section 8.04. Meetings. Meetings of the Advisory Board shall be held at least semiannually or as deemed necessary. Section 8.05. Duties. The Advisory Board shall sit in an advisory capacity to the President. It shall assist in long range planning and direction of PACO. The Advisory Board shall also entertain reports from the President and Treasurer at least semiannually or as deemed necessary. ARTICLE IX COMMITTEES This Code, along with the Committee Procedures Manual, attached hereto as Exhibit A, and the Policy Guide, attached hereto as Exhibit B, shall together provide the guidance and instruction required for all Executive Board Members, Representatives, Committee Chairs and Members of PACO in the administering of PACO committees. Section 9.01. Standing Committees. Within thirty (30) days after the election of officers, the President and/or the Assistant Vice President/Committee Coordinator shall appoint Standing Committee Chairpersons, unless otherwise specified. The Standing Committees and their duties are those committees described in Sections 9.02 through 9.12. For further guidance on these Committees and their duties, please refer to the Paralegal Association of Central Ohio s Committee Procedures Manual. Section 9.02. Bylaws Committee. Any Voting Member in good standing may apply to be the chairperson. Any amendment to this Code shall be presented to the Membership for approval by this committee. Section 9.03. Membership Committee. The Vice President/Membership shall be the chairperson of this committee. This committee shall recruit new Members and present to the Executive Board all applications for determination of voting status. Section 9.04. Public Relations Committee. The Public Relations Representative shall be the chairperson of this committee. This committee shall provide and arrange for all publicity relative to the activities of PACO. The Sub-committee Social Media & Website is under the direction of the Public Relations Committee. This Sub-committee is responsible for overseeing and coordinating the maintenance of PACO s website, as well as placing the Executive Board minutes on PACO s website 14

Section 9.05. Mentoring Program Committee. The Mentoring Committee is responsible for administering the Mentor Program. Section 9.06. Job Bank Committee. The Job Bank committee shall see that information regarding job openings is distributed through publications of PACO and endeavor to make employers and others aware that such service is available. The committee will place job ads for the Job Bank Committee through the CBA website coordinator and invoice the employer. Section 9.07. Program Committee. The Program Committee shall organize and provide the program for all Regular Membership Meetings of PACO and including preparation for any member related awards given out on behalf of PACO. Section 9.08. Elections Committee. The Elections Committee shall solicit Consents from Members desiring to run for office in Election Years. This committee is also responsible for soliciting Applications from all Representatives and Committee Chairs each year. Section 9.09. Professional Development Committee. The Professional Development Committee shall monitor all legislation which pertains to the profession and address all other issues pertaining to the profession including, but not limited to, this Code, ethics and professional development. Section 9.10. Professional Ethics and Standards Committee ( PESC ). The PESC Committee shall be responsible for hearing all complaints and grievances and for determining disciplinary actions against Members. If there is not a standing Committee then the Board shall approve 3 or 5 voting members to hear the complaint. One member of the Advisory Committee shall be the chairperson of an appointed PESC committee. Section 9.11. Pro Bono Committee. The Pro Bono Committee shall plan and provide for all pro bono activities of PACO. This shall include work in charitable causes as well as assisting attorneys in providing pro bono legal services. Section 9.12. Student Liaison Committee. Responsible for liaison between PACO and paralegal students and paralegal school programs. Section 9.13. Special Committees. Additional or Special Committees may be formed according to Section 18.01 of the PACO Policy Guide. Section 9.14. Transfer of Records. All committee chairpersons shall, within fifteen (15) days after the conclusion of their term of office, transfer the files to their successor or to the President. ARTICLE X DISSOLUTION 15

Section 10.01 Dissolution. In the event of the dissolution of the Paralegal Association of Central Ohio, an Ohio non-profit corporation, the net assets of the organization shall be distributed as follows: A. All liabilities and obligations shall be paid, satisfied, and discharged or adequate provisions shall be made thereof. B. All remaining assets shall be transferred to any non-profit corporation with similar purposes as determined by the Executive Board. ARTICLE XI INDEMNIFICATION Section 11.01. Indemnification. PACO shall indemnify the trustees, officers, agents, and volunteers of PACO in the following manner: A. PACO shall indemnify any person against expenses, including attorney s fees, judgments, fines, amounts paid in settlement and liabilities actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit, or proceeding whether criminal, civil, administrative, or investigatory, including all appeals, other than an action by or in the right of PACO, to which such person is, was or could reasonably be elected to be made a party by reason of the fact that such person is or was a trustee, officer, agent, or volunteer of PACO or is or was serving as a trustee, officer, agent, or volunteer of another domestic or foreign nonprofit corporation or corporation for profit, partnership, joint venture, trust or other enterprise at the request of PACO, provided it is determined: (1) that they acted in good faith and in a manner they is reasonably believed to be in or not opposed to the best interests of PACO; and (2) that in any matter the subject of a criminal action, suit, or proceeding, they had no reasonable cause to believe that their conduct was unlawful. The termination of any claim, action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that such person did not act in good faith and in the manner they reasonably believed to be in or not opposed to the best interests of PACO, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that their conduct was unlawful. B. PACO shall indemnify any person against expenses, including attorney s fees, actually and reasonably incurred by such person in connection with the defense or settlement of any threatened, pending, or completed action or suit by or in the right of PACO to procure a judgment in its favor to which such person is or could reasonably expect to be made a party or was made a party by reason of being or having been a trustee, officer, agent, or volunteer of PACO, or is or was serving as a trustee, officer, 16

agent, or volunteer of another domestic or foreign nonprofit corporation, joint venture, trust or other enterprise at the request of PACO provided: (1) that they acted in good faith and in a manner that is reasonably believed to be in or not opposed to the best interests of PACO; (2) no indemnification shall be made under Paragraph (b) of this Section in respect to any of the following: (a) any claim, issue, or matter as to which such per person shall have been adjudged to be liable for negligence or misconduct in the performance of their duties to PACO unless and only to the extent that the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court considers proper; (b) any action of suit in which liability is asserted against an officer and that liability is asserted only pursuant to Section 1702.55 of the Ohio Revised Code. C. To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Paragraph (a) or (b) of this Section or in the defense of any claim, issue, or matter in such an action, suit, or proceeding, such person shall be indemnified against expenses, including attorney s fees, actually and reasonably incurred by them in connection with that action, suit, or proceeding. D. Unless ordered by a court and subject to paragraph (c) of this Section, any indemnification under Paragraph (a) or (b) of this Section shall be made by PACO only as authorized in the specific case, upon a determination that indemnification of such person is proper in the circumstances because they have met the applicable standard of conduct as set forth in Paragraph (a) or (b) of this Section. Such determination shall be made in any of the following manners: (1) By a majority vote of a quorum of the Executive Board of PACO consisting of officers who are not arties to or threatened with any such action, suit, or proceeding referred to in Paragraph (a) or (b) or this Article; (2) Whether or not a quorum as described in Paragraph (d)(l) of this Article is obtainable, and if a majority of a quorum of disinterested officers so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for PACO of any person to be indemnified within the past five (5) years; 17