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: 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 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

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.
Qualification of Members. Any person who is either (a) a Pre-Law Advisor at an accredited college or university or (b) an admissions officer, faculty member, or senior administrator of a law school that is approved by the American Bar Association 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.
Voting of Members. Each member who is not delinquent in paying dues is entitled to one vote at any meeting of the membership.
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.
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.
Associate Members. Associate membership, without voting privileges, may be extended by the Board of Directors to appropriate individuals from other educational institutions and attorneys.

ARTICLE IV: 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 of Directors, 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 of Directors 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 of Directors, or other person or persons calling the meeting.
Quorum and Manner of Acting. 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. Except as provided in Article V, Section 3 and Article VI, Section 3, 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. 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 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

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.

Composition and Tenure. The Board of Directors shall consist of ten persons (not including non-voting, ex-officio members) who are members of this corporation, four of whom shall be the President, the President-elect, the Secretary, and the Treasurer. The other six members of the Board of Directors shall be Directors who are not officers. 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. The Immediate Past-President shall be a non-voting, ex-officio member of the Board of Directors 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.

Elections. Three directors shall be elected each year for a term of two years each so as to stagger the terms of office to provide continuity on the Board. Elections for directors who are not officers shall occur, as determined by the Board of Directors, 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 the members.

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.

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.

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.

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.

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

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.
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 his or her term as President. 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.
Elections. Elections for President-Elect, Secretary, and Treasurer shall occur, as determined by the Board of Directors, 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.
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.
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.
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 email address 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.
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.
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.
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

Terms of office for Officers and members of the Board of Directors shall commence on November 1 of the year in which the person is elected and shall continue until his or her term concludes two years following or in the case of a vacancy a replacement is appointed by the Board of Directors.

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 may be amended by a two-thirds vote of the 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 XI: LIABILITY

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:
1. The amount of any financial benefit to which the person is not entitled.
1. An intentional infliction of harm on the corporation or the members.
1. An intentional violation of criminal law.
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 wrongdoing. 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.

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Amended September 2001

Amended September 2012

Amended October 2021