ARTICLE I. Definitions
Name. the “Corporation” shall mean: Midwest Association of Pre-Law Advisors (MAPLA), its successors and assigns. The Board of Directors may designate other names for specific activities and programs as it deems appropriate.
Board. The “Board” shall mean the Board of Directors of the Corporation.
ARTICLE II. Registered Agent and Offices
The name and address of the registered agent of this corporation may be changed from time-to-time by action of the Board. The corporation may have such other office or offices as the Board may designate from time-to-time.
ARTICLE III. Purposes, Objectives, and Governing Instruments
Charitable, Educational, and Scientific Purposes and Powers. The purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable, educational, or religious, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The general purpose for which the corporation is formed is to promote informed advising of students who are considering a legal career, by providing professional development, networking, and engagement opportunities for faculty and staff advisors.
In particular, the Corporation is formed for the following specific purposes:
1. To advocate, promote, and support the common interests of those persons in the Midwest region of the United States, who meet the requirements of membership as articulated through the Corporation’s By-Laws, involved in advising college or university students about entering law school or pursuing legal careers;
2. To facilitate and provide opportunities for connections between and amongst Pre-Law Advisors and law school admissions professionals;
3. To assist through appropriate means in the improvement of the skills and effectiveness of Pre Law Advisors; and
4. To engage in any lawful act or activity for which corporations may be organized under the Nonprofit Corporation Act of Iowa.
Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its Bylaws.
Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, gender, gender identity, gender expression, sexual orientation, age, race, color, national origin, ethnicity, religion, disabling condition, or any other basis prohibited by law.
Limitations on Activities. No part of the activities of the Corporation shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office, nor shall the Corporation operate a social club or conduct business with the general public in a manner similar to an organization operated for profit. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.
ARTICLE IV. Membership
Members. Members shall be Pre-Law Advisors of accredited colleges or universities.
Associate Members. Associate Members shall be admissions officers, faculty members, or administrators of law schools that are accredited by the American Bar Association.
Affiliate Members. Affiliate Memberships, without voting privileges, may be extended by the Board to appropriate individuals from other institutions relevant to pre-law advising. Affiliate Memberships may be reviewed by the Board from time-to-time.
Voting of Members. Each Member and Associate Member who is not delinquent in paying dues is entitled to one vote for any matter requiring a vote.
Membership Dues. The Board, from time to time, at times specified by the Board, may set and change annual and special dues to be paid by Members, Associate Members, and Affiliate Members.
Termination of Membership. Any person may resign their Membership, Associate Membership, or Affiliate Membership by submitting their resignation to the Secretary. The Membership, Associate Membership, or Affiliate Membership of any person shall terminate if their dues are delinquent for more than ninety days. Such membership may be reinstated by paying the delinquent dues.
Transfer of Membership. Members and Associate Members may, at the discretion of the Board, transfer their membership to another suitable person from their institution if they vacate their position.
ARTICLE V. Meetings of Members
Time and Place. A meeting of the members of this corporation shall be held annually. Special meetings of the members may be called by the President, the Board, or by ten (10) members. All meetings of the members shall be held at a time and shall be held at any place or no place, as designated by the Board or the person or persons calling the meeting. Any meeting of the members to be held at a place shall be held at a place in the United States and any meeting of the members to be held at no place shall be held by means of the internet or other electronic communications technology.
Notice of Meeting. Written notice of all meetings of the members, stating the place or no place of the meeting, the day and hour of the meeting, and, in the case of special meetings, the purposes of the meeting, shall be mailed or emailed to each member of this corporation, using the last known post office address or email address 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 or emailed by or at the direction of the Secretary, it is mailed or emailed by or at the direction of the President, the Board, or other person or persons calling the meeting.
Quorum and Manner of Acting. Twenty (20) of the voting members of this corporation shall constitute a quorum for a meeting of members. No Member or Associate Member shall be entitled to vote or be counted as part of a quorum unless they are present in person. A majority of the votes entitled to be cast by the Members and Associate 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 Members and Associate Members unless a greater proportion is required by statute or the MAPLA Bylaws. A majority of those present in person, even though constituting less than a quorum, may adjourn the meeting from time to time. A member participating in a meeting of members via the internet or other electronic communications technology is deemed to be present in person at the meeting.
Procedure. Meetings of both the membership and Board shall be conducted according to the most recent 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 VI. Board of Directors
General Powers. Except as otherwise provided herein, the business and affairs of this Corporation shall be managed by its Board. The Board 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.
Powers and Duties. Subject to the provisions of law, of the Certificate of Incorporation and of these Bylaws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Corporation and shall exercise all the powers that may be exercised by the Corporation.
Composition and Tenure. The Board shall consist of ten persons (not including non-voting, ex-officio members) who are members of this Corporation, four of whom shall be the Officers, consisting of the President, the President-Elect, the Secretary, and the Treasurer. The other six members of the Board shall be Directors who are not Officers. The Board 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 as a liaison with law schools. The Immediate Past-President shall be a non-voting, ex-officio member of the Board for a one-year required term immediately following the conclusion of their term as President. This one-year commitment can be extended to one additional year at the discretion of the Board.
MAPLA Representation on PLANC: The President and President-Elect of MAPLA shall serve on the PLANC (Pre-Law Advisors National Council) Board of Directors and vote on behalf of this Corporation. If either the President or President-Elect of MAPLA is also serving on the Executive Committee of PLANC, the President of MAPLA shall select a MAPLA designee from the Board. At any time that a Member of MAPLA, other than the President and Designated member, are an officer of PLANC, they shall be considered a non-voting, ex-officio member of the MAPLA Board, shall be invited to all meetings of the board for liaison purposes, and their expenses shall be treated the same as all other members of the Board.
Elections and Terms of Office. The initial Directors of the Corporation shall be those persons specified in the Certificate of Incorporation of the Corporation. Each Director shall hold office for two years and until such Director’s successor has been elected and qualified, or until their death, resignation, or removal. Nominations for Officers and Board Members shall be made by a nominating committee composed of the President, President-Elect, and Immediate Past President if able to serve. Consent must be obtained from the nominees. Nominations will be sent to members thirty days before the Annual Meeting. Additional nominations, with the consent of the nominee, may be made from the floor at the Annual Meeting. Nominations should be made with consideration for geographical distribution and diversity of types of schools represented. Terms of office for Officers, and Directors who are not officers, of the Board shall commence on November 1 of the year in which the person is elected. Three Directors, who are not officers, shall be elected each year so as to stagger the two-year terms of office to provide continuity on the Board. Elections for Directors who are not officers shall occur, as determined by the Board, either (i) at the annual meeting or (ii) during the 7-day period immediately following the annual meeting. Elections for Directors who are not officers may be conducted by means of in-person balloting or by means of the internet or other electronic voting or survey technology. Directors who are not officers shall each be elected by a majority of the votes entitled to be cast by Members and Associate Members.
Meetings of Board of Directors. The Board shall meet at such times and places in the United States, or no place, as may be specified at the call of the President, or any two other members of the Board of Directors, filed with the Secretary. Notice of each meeting shall be mailed or e-mailed at least ten (10) business days prior to the meeting to each director at their house or business address. No purposes of any special meeting need be specified in any call or notice thereof.
Waiver of Notice of Meeting. A Director may, in writing, waive their rights to notice of any meeting of the Board either before or after the meeting, and such waiver shall be deemed the equivalent of giving notice.
Quorum. A majority of the Board members then in office shall constitute a quorum for the transaction of business at any meeting of the Board, but a majority of the Directors present, though less than a quorum may adjourn the meeting from time-to-time.
Voting. At all meetings of the Board, each Board member shall have one vote for each action that requires a vote. If there is a tie in any vote, the motion fails.
Manner of Acting. The act of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board, unless a greater proportion is required by the MAPLA Bylaws or a statute.
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.
Removal. Any director who has missed three or more consecutive meetings of the Board may be removed by a majority vote of the Board members then sitting. A director may be removed for any reason by a vote of two-thirds of the Board members then sitting.
Resignation. Any Board member may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation shall not be necessary to make the resignation effective.
Vacancies. Any newly created directorships or any vacancy occurring on the Board arising at any time and from any cause may be filled by the vote of a majority of the Board members then in office at any Board meeting. A Board member elected to fill an unexpired term shall hold office for the remainder of that term.
Committees. The Board shall have the power to create standing committees and ad hoc committees whose membership, charge, and duration shall be at the discretion of the Board.
Proxy Voting. There shall be no proxy voting.
Compensation of Board Members. No member of the Board shall receive any salary or compensation for their services as a Director. Members may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the corporation. Members shall be entitled to receive reasonable fees for goods or services rendered to the corporation in capacities other than as members of the board.
ARTICLE VII. Officers
Principal Officers. The principal officers of this corporation shall be a President, a 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.
Selection and Tenure. 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 shall succeed to the office of Immediate Past President upon the completion of their term as President. The President-Elect shall succeed to the office of President upon completion of their term as President-Elect. The Secretary and the Treasurer shall be elected in alternate years from each other, and each shall hold office for a term of two years. Terms of office for the President and President-Elect shall be for four years total with two years in each position; terms for Secretary, and Treasurer shall be two years. Terms of office shall commence on November 1 of the year in which the person is elected, or succeeds, to the office.
Elections. Elections for President-Elect, Secretary, and Treasurer shall occur, as determined by the Board, either (i) at the annual meeting or (ii) during the 7-day period immediately following the annual meeting. Elections for President-Elect, Secretary, and Treasurer may be conducted by means of in-person balloting or by means of the internet or other electronic voting or survey technology. The President-Elect, Secretary, and Treasurer shall each be elected by a majority of the votes entitled to be cast by the Members. Nominations for Officers shall be made by a nominating committee composed of the President, President-Elect, and Immediate Past President if able to serve. Consent must be obtained from the nominees. Nominations will be sent to members thirty days before the annual meeting. Additional nominations, with the consent of the nominees, may be made from the floor at the annual meeting. The Nominating Committee will conduct all aspects of the election, from seeking nominations to final count of ballots and announcement of election results. In the event of a tie, a member of the Nominating Committee will flip a coin to determine the winner.
Vacancies. Any vacancy occurring in any office, except for the office of President, whether because of death, resignation, disability, or removal, with or without cause, or any other reason, shall be filled by the Board.
Powers and Duties of the President. The President, when present, shall preside at meetings of the Board of Directors and of the members, shall supervise the work of and activities of the various committees, and shall execute all documents necessary or proper to be executed during the conduct of the regular affairs of the corporation or which may be authorized by the Board. The President shall have such additional powers as may be authorized by the Board and shall supervise and control the affairs of the corporation under the control of the Board.
Powers and Duties of the President-Elect. The President-Elect shall carry out the duties of the president when the president is absent, incapacitated, or no longer able to fulfill their duties; shall have the same power and duties as the president when acting in that capacity, and shall perform whatever duties the Board may from time-to-time assign. The President-elect serves as Annual Conference Coordinator.
Powers and Duties of the Secretary. The Secretary shall keep the minutes of the meetings of the Board and of the Members; shall see that all notices are duly given to the custodian of all corporate records; shall keep a register of the post office address and email address of each director and member of the corporation; shall 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.
Powers and Duties of the Treasurer. The Treasurer, under the direction and control of the Board, shall have charge and custody of and be responsible for all 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. Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the Corporation, and the Treasurer shall cause to be entered regularly in the books and records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation’s receipts and disbursements.
Executive Committee. The Executive Committee shall be composed of the officers of the Board and other Board members as a majority of the Board shall designate. They shall meet as needed to plan for the Board’s work and to fulfill tasks assigned to them by the Board.
Delegation. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time and from time-to-time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.
Removal. Any Officer may be removed from office at any time, with cause, by a two-thirds majority of the Directors and Officers then in office and present at any meeting of the Board.
Resignation. Any Officer may resign their office at any time, such resignation to be made in writing and to take effect immediately without acceptance required by the Corporation.
ARTICLE VIII. Finances
Fiscal Year. The Board shall establish the Corporation’s fiscal year.
Budget. The Board shall prepare and adopt a budget at its first meeting each fiscal year.
Annual Financial Statement. The Corporation shall prepare an annual financial statement for distribution to Members at the annual meeting.
Fiscal Policy. The Board shall adopt and from time-to-time review a fiscal policy setting out a formal procedure that shall govern internal controls; the signing of checks; the obligation of funds; approval of contracts, leases, deeds, and mortgages; and other significant aspects of the organization’s fiscal operation. The fiscal policy shall assure that the corporation shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose.
Seal. The corporation will not use a common seal. The signature of the name of the corporation by an authorized person shall be legal and binding.
ARTICLE IX. Parliamentary Procedures
The most recent edition of Robert’s Rules of Order, Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.
ARTICLE X. Dissolution
The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Articles of Incorporation and with state law. Consideration may be given to another organization performing a similar function for Pre-Law Advisors in the Midwest region.
ARTICLE XI. Amendments of Bylaws
These Bylaws may be amended by a two-thirds vote of the voting members present and voting at any meeting of the members provided that notice of the subject matter of the proposed change is mailed or emailed to all of the members 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.
ARTICLE XII. Liability
Except as otherwise provided by law, a director, officer, employee, or member of this 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:
1. The amount of any financial benefit to which the person is not entitled.
2. An intentional infliction of harm on the corporation or the members.
3. An intentional violation of criminal law.
Liability Insurance: This Corporation 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 wrongdoing. Any Officer or Director who with malice aforethought commits a violation of the law or of these Bylaws shall void their coverage thereby.
These Bylaws were adopted at a meeting of the Members of the Midwest Association of Pre-Law Advisors on September 30, 2022.
Martha Kirby
President
Gwyn Wallander
Secretary
Don Racheter
Treasurer
Amended September 2001
Amended October 2021
Amended September 2022