Articles of Incorporation:
Midwest Association of Pre-Law Advisors
ARTICLE I: PURPOSES
This organization will provide a context for the sharing of knowledge and experience among Advisors to promote informed advising of students considering a legal career. The Association will sponsor an annual conference of Advisors and Law School Admissions Officers. It will promote the training of new Pre-Law Advisors through workshops as well as through the annual conference. It will provide a vehicle for increased communication between individual law school admissions officers, Law Services, Pre-Law Advisors, and students.
ARTICLE II: OFFICES
The location of the principal office and registered agent of this corporation shall be 600 North Jackson Street, Mount Pleasant, Iowa 52641; and the name of the Registered Agent and Incorporator is Donald P. Racheter. The address of the registered office and the registered agent may be changed from time to time by action of the Board of Directors. The corporation may have such other office or offices as the Board of Directors may designate from time to time.
ARTICLE III: MEMBERS
1. Initial Members. All persons who are members of the organization registered in the state of Ohio known as the Midwest Association of Pre-Law Advisors at the time of incorporation of this organization shall be deemed to be members of this organization.
2. Qualification of Members. Any person who is a Pre-Law Advisor at an accredited college or university may become a member of this corporation by registering with the Membership Director and paying the membership dues for the fiscal year in which the person becomes a member.
3. Voting of Members. Each member who is not delinquent in paying dues is entitled to one vote at any meeting of the membership.
4. Membership Dues. The Board of Directors, from time to time, at times specified by the Board, may set and change annual and special dues to be paid by members.
5. Termination of Membership. Any person may resign his or her membership by submitting his or her resignation to the Secretary. The membership of any person shall terminate if his or her dues are delinquent for more than ninety days. Such membership may be reinstated by paying the delinquent dues.
6. Associate Members. Associate membership, without voting privileges, may be extended by the Board of Directors to appropriate individuals from law schools, other educational institutions, and attorneys.
ARTICLE IV: MEETINGS OF MEMBERS
1. Time and Place: Call of Special Meetings. A meeting of the members of this corporation shall be held annually, at such time and place as may be designated by the Board of Directors. Special meetings may be called by the President, the Board of Directors, or by ten (10) members who shall designate the time, place, and purpose of the meeting in the call. Meetings of members may be held at any place in the United States designated by the Board of Directors or the person or persons calling the meeting.
2. Notice of Meeting. Written notice of all meetings of the members, stating the place, day, and hour of the meeting, and, in case of special meetings, the purposes of the meeting, shall be mailed or e-mailed to each member of this corporation, using the last known address or edress of each member, as shown by the records of this corporation, not less than thirty (30) nor more than sixty (60) days prior to the day of the meeting. Such notice shall be mailed or e-mailed by or at the direction of the Secretary, but shall be deemed sufficient if, instead of being mailed by or at the direction of the Secretary, it is mailed by or at the direction of the President, the Board of Directors, or other persons calling the meeting.
3. Quorum. Ten (10) of the members of this corporation shall constitute a quorum for a meeting of members. No member shall be entitled to vote or be counted as part of a quorum unless he is present in person. A majority of the votes entitled to be cast by the members present in person, at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by statute or the MAPLA By-Laws. A majority of those present, even though constituting less than a quorum, may adjourn the meeting from time to time.
4. Procedure. Meetings of both the membership and Board of Directors shall be conducted according to the latest edition of Robert’s Rules of Order, Newly Revised when necessary, but the presiding officer shall strive to conduct meetings so that the sense thereof may be determined and so that any member present may have a reasonable opportunity to be heard, without strict adherence to parliamentary rules.
ARTICLE V: BOARD OF DIRECTORS
1. General Powers. Except as otherwise provided herein, the business and affairs of this corporation shall be managed by its Board of Directors. The Board of Directors may create, use, and discharge such committees, including a nominating committee, as it may deem appropriate to assist it in the conduct of the business and affairs of this corporation.
2. Composition of Board, Elections, and Tenure. The Board of Directors shall consist of nine persons who are members of this corporation, four of whom shall be the President, the President-elect, the Secretary, and the Treasurer. The other five members of the Board of Directors shall be Directors who are not officers. Two or three directors shall be elected at each annual meeting for a term of two years each so as to stagger the terms of office to provide continuity on the Board. Directors who are not officers shall be elected by a simple majority vote of those present and voting. The Board of Directors may, from time to time, select a member of a law school faculty/staff to serve without a vote as a member of the Board of Directors as a liaison with law schools.
3. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by a majority vote of the directors then in office. The person chosen to fill the vacancy shall serve until the expiration of the term of office involved and until his or her successor has been chosen and assumes the duties of office.
4. Meetings of Board of Directors. A regular meeting of the Board of Directors shall be held immediately before the annual meeting of the members at the place of that meeting. Additional regular meetings may be held at such time and place in the United States as may be specified by the Board of Directors. The Board of Directors shall meet at such other times and places in the United States, as may be specified in the call of the President, or any two other members of the Board of Directors, filed with the Secretary. Notice of each special meeting shall be mailed or e-mailed at least ten (10) days prior to the meeting to each director at his or her house or business address. No purposes of any special meeting need be specified in any call or notice thereof.
5. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present, though less than a quorum may adjourn the meeting from time to time.
6. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater proportion is required by the MAPLA By-Laws or a statute.
7. Informal Action. Any action which may be taken by the Board of Directors may be taken without a meeting if consent in writing, setting forth the actions so taken is signed by all the directors then in office.
ARTICLE VI: OFFICERS
1. Principal Officers. The principal officers of this corporation shall be a President, President-Elect, a Secretary, and a Treasurer. Other officers and assistant officers may be appointed or elected by the Board of Directors and the Board of Directors shall prescribe their duties.
2. Selection and Terms of Officers. The President-Elect shall be elected every other year by the members of this corporation. The President-Elect and President shall each hold office for a term of two years. The President-Elect shall succeed to the office of President upon completion of his or her term as President-Elect. The Secretary and the Treasurer shall be elected in alternative years and each shall hold office for a term of two years. The President-Elect, the Secretary, and the Treasurer shall each be elected by a simple majority vote of the members present and voting.
3. President. The President, when present, shall preside at meetings of the Board of Directors and of the members, supervise the work of and activities of the various committees, shall execute all documents necessary or proper to be executed in the course of the conduct of the regular affairs of the corporation or which may be authorized by the Board of Directors. The President shall have such additional powers as may be authorized by the Board of Directors or by the MAPLA By-Laws, and shall supervise and control the affairs of the corporation under the control of the Board of Directors.
4. President-Elect. In the absence of the President, the President-Elect shall perform the duties of the President. The President-Elect shall assist the President in conducting the business of the Association, serve as Annual Meeting coordinator, and perform such other duties as may be assigned to him by the Board of Directors.
5. Secretary. The Secretary shall perform such duties as are elsewhere prescribed by the MAPLA By-Laws, keep the minutes of the meetings of the Board of Directors and of the members; see that all notices are duly given to the custodian of all corporate records; keep a register of the post office address and edress of each director and member of the corporation; and sign such instruments as are required to be attested by the Secretary of the corporation; and shall perform such other duties as may be assigned by the Board of Directors.
6. Treasurer. The Treasurer, under the direction and control of the Board of Directors, shall have charge and custody of and be responsible for all of the funds of the corporation, shall perform all duties incidental to the office of Treasurer and shall have such other duties as may be delegated or assigned by the Board of Directors.
7. Vacancies. The Board of Directors may determine that there is a vacancy in any office and fill such vacancy. A vacancy may be caused by death, disability, or refusal to act.
8. Initial Officers. The principal officers of the corporation upon re-incorporation in the state of Iowa are: President, RJ Holmes-Leopold; President-Elect, Jamie Thomas-Ward; Secretary, Stephen Shafer; Treasurer, Don Racheter; Director (Caravan) Mac Francis; Director (Website) Johnny Goldfinger; Director (Teleconferences), Suzanne Borland; Director (Membership), Steven E. Nelson; Director (BRIEFS), Laura Hume; and Immediate Past President, Gwyn Wallander. The initial principal officers of this corporation, existing at the time of adoption of the original By-Laws, were President, Robert C. Fee; President-Elect, Louis C. Rice; Secretary, Doreen A. Herlihy; Treasurer, Grace D. Shaw; and Immediate Past President, Eugene Haugse.
ARTICLE VII : TERMS OF OFFICE
For the purposes of section 2 of Article V and section 2 of Article VI of these By-Laws, (a) a "year" shall be deemed to be the time between the conclusion of an annual meeting and the conclusion of the next succeeding annual meeting of the membership and (b) except for the offices of President , all terms of office shall begin at the conclusion of the annual meeting at which the election for that office is required to occur. Each director and officer shall hold office until his or her successor is chosen and assumes the duties of office or s/he ceases to be a member of this corporation or resigns.
ARTICLE VIII : FISCAL YEAR
The fiscal year of this corporation shall commence on April 1 of each year.
ARTICLE IX: SEAL
This corporation shall have no corporate seal.
ARTICLE X: AMENDMENT
These Articles of Incorporation and the MAPLA By-Laws may be amended by the Board of Directors or by majority vote of the members present and voting at a meeting of the members where a quorum is present, provided that no By-Law adopted by the members may be amended by the Board of Directors unless the members have conferred such authority upon the Board of Directors. No alteration of these Articles of Incorporation shall be made (a) at a meeting of the members or (b) by less than a unanimous vote of all of the directors in office unless notice of the subject matter of the proposed change is mailed to all of the members or all of the directors, as the case may be, not less than thirty (30) nor more than sixty (60) days before the meeting at which the proposed change is to be submitted for consideration. Any By-Law change adopted by the Board of Directors may be repealed at the next annual meeting of the corporation without notice having been given.
ARTICLE XI: LIABILITY
1. Except as otherwise provided by law, a director, officer, employee, or member of this non-profit corporation is not liable for the corporation's debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity to any person for any action taken or failure to take any action in the discharge of the person's duties except liability for any of the following:
a. The amount of any financial benefit to which the person is not entitled.
b. An intentional infliction of harm on the corporation or the members.
c. An intentional violation of criminal law.
2. MAPLA shall at all times maintain a Directors’ and Officers’ Liability Policy with a reputable insurance company to indemnify the Officers and Directors against liability for alleged wrong doing. Any Officer or Director who with malice aforethought commits a violation of the law or of these Articles of Incorporation shall void their coverage thereby.
ARTICLE XII: DISSOLUTION
In the event this organization dissolves, any remaining assets shall be contributed to another organization performing a similar function for Pre-Law Advisors in the Midwest region.
Last amended September 2012
Amended September 2001