ARTICLE I
NAME AND OFFICE

Section 1. The name of the organization shall be the Capital Chapter of the Association of Legal Administrators (“Chapter”). It is a nonprofit membership corporation incorporated in the District of Columbia.

Section 2. Offices. The principal office of the Chapter will be Washington, D.C., unless changed by action of the Executive Committee.

Section 3. Other Offices. Branch or subordinate offices may at any time be established by the Executive Committee.

ARTICLE II
PURPOSES AND RESTRICTIONS

The purposes of the Chapter are:

A. To promote the exchange of information regarding the administrative and management problems peculiar to legal organizations, including private law offices, corporate legal departments, government legal and judicial organizations and public service legal groups; to educate representatives of legal organizations, regarding the value and availability of professional administrators and to consider standards of qualifications for such administrators; to develop continuing education programs and to participate in any other way in the advancement of legal administration.

B. To support the goals and programs of the Association of Legal Administrators where consistent with the goals and purposes of the Chapter.

C. The Chapter (a) will not permit the exchange of prospective pricing information or other economic data which might appear to violate antitrust regulations; (b) will not sponsor, endorse or contribute financially to any political candidate for federal, state, or local elective office, and (c) will be non-partisan and no part of its activities will be devoted to influencing legislation nor will it lobby for the passage of any legislation. However the Chapter may conduct educational meetings and produce educational literature to inform members and others about relevant legislation.

Restrictions:
All policies and activities of the Chapter shall be consistent with:
(a) applicable federal, state and local antitrust, trade regulation or other legal requirements; and
(b) applicable tax-exemption requirements including the requirements that the Chapter not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

ARTICLE III
MEMBERSHIP: CRITERIA AND CLASSES

Membership in the Chapter shall be composed primarily of individuals engaged on a full-time basis in the management of legal organizations and shall consist of regular, associate, and life members as defined and provided for in these bylaws.
Membership in the Chapter is not open to consultants and vendors who are engaged by legal organizations.

(1) REGULAR MEMBERS. Regular membership in the Chapter is limited to legal administrators, regardless of the title by which that individual is recognized within his or her organization, engaged in the management of a legal organization as defined in this Article III.

Those legal administrators eligible for regular membership: (a) must exercise management responsibilities on a full-time basis or, if not full-time, must devote 75% or more of their working time to performing the management responsibilities of the position; (b) must manage others or manage an important function which renders high-level technical services to the organization; (c) must occupy a position which involves the exercise of independent judgment without close daily supervision; and (d) must be employed, in a position which is or is eligible to be classified as exempt, by a single legal organization such as a private law firm, legal service clinic, corporate legal department, university legal department, governmental legal agency, court system, charitable legal agency, or some other organization engaged primarily in the practice of law. Eligible persons may perform all relevant management duties personally or, in the case of the delegation of such duties to subordinate staff or the contracting of any such duties to third parties, must retain responsibility for those duties.

In general, persons eligible for regular membership in the Chapter must be either (i) the principal administrator in the organization, (ii) the administrator/manager of a branch office of the organization, or (iii) someone who reports directly to the principal administrator or branch administrator and has responsibility for one or more of the following functions:

(a) General management, including management of activities such as strategic and tactical planning, business development, risk management, quality control, organizational development, firm planning processes and other general management functions beyond mere attendance at management meetings.

(b) Financial management, including management of activities such as planning, forecasting, budgeting, variance analysis, financial reporting, general ledger accounting, rate determination, billing and collections, cash flow control, banking relationships, investment, tax planning, tax reporting, trust accounting, payroll, ERISA accounting, and other financial management functions beyond mere record-keeping.

(c) Human resource management, including management of activities such as the following for the legal, paralegal and support staff: recruiting, selection, training and development, performance evaluation, salary administration, employee relations, counseling, disciplining, discharging, benefits administration, workers' compensation, personnel data systems, job design, resource allocation, and other human resource management functions beyond mere record-keeping.

(d) Systems management, including management of activities such as systems analysis, operational audits, cost/benefit analysis, computer systems design, programming and systems development, information services, records management, library management, office automation, document construction systems, information storage and retrieval, telecommunications, litigation support, legal practice systems and other systems management functions beyond mere procedures manuals and computer program documentation.

(e) Facilities management, including management of activities such as space planning and design, purchasing, inventory control, reprographics, records management, reception/switchboard services, telecommunications, mail, messenger, and other facilities management functions beyond mere purchase order processing.

(f) Practice management, including management of one or more of the following activities: lawyer recruiting, lawyer training and development, legal assistant supervision, practice development, marketing, public relations, and other practice management functions beyond mere record-keeping and press release writing.

Unemployed legal administrators who are not serving as consultants or vendors and who have met the criteria for regular membership are eligible to continue as regular members until expiration of a 180-day period measured from the date on which they are no longer employed as legal administrators. After the expiration of the 180-day period, unemployed legal administrators are eligible to continue as associate members and to renew as associate members (other eligibility requirements of associate membership notwithstanding), provided such legal administrators are not serving as consultants or vendors and are actively seeking employment as a legal administrator.

Practicing lawyers who have the principal lawyer executive management responsibility in their legal organization and who devote no less than 75% of their working time to that responsibility and function are also eligible to be regular members. Individuals potentially meeting this criteria would include the managing partner of a private law firm or the chair of a law firm executive committee; the General Counsel in a corporate legal department; and the head of a governmental agency legal department such as a state Deputy Attorney General with agency administration responsibilities.

Individuals who have been designated as “Life Members” by the Executive Committee are considered Regular Members. Life members are those individuals who have completed one or more years as President of the Chapter and upon whom the Chapter Executive Committee has conferred such status. Life members have all the rights and privileges of regular membership, as applicable, as long as they do not become a consultant or vendor to the legal community. Life members are not required to pay dues. Those life members who are no longer employed as legal administrators and do not meet the criteria for regular membership may not hold elective office or appointive office but may serve as members of sections or committees.

Regular members have all the rights and privileges of membership, including the right to hold any elective or appointive office.

(2) ASSOCIATE MEMBERS. Associate membership in the Chapter shall be available to those individuals who are interested in legal administration, who do not meet the criteria for regular membership, and who are either (a) practicing lawyers with an interest in law firm administration and management; (b) individuals who devote 100% of their working time, and are engaged in an ongoing employment-type relationship which involves providing continuing management services of the types described in Article III (1) (a)-(e) to no more than three legal organizations; (c) retired legal administrators who are not otherwise employed; (d) unemployed legal administrators as defined in Article III, Section (1); (e) full-time teachers of business, management or law-related disciplines at institutions of higher learning, as well as deans with administrative and management responsibilities at such institutions; (f) full-time students in business, management or law-related studies at institutions of higher learning; or (g) bar association executives with management responsibilities of the type described in Article III, Section (1); and (h) other individuals not specifically excluded from membership who have and demonstrate an interest in the management of law firms or other legal organizations, and who do not qualify for regular membership in the chapter.

Associate members may not hold elective or appointive office in the Chapter. Other policies governing the participation of associate members in the Chapter, as well as the nature and extent of benefits accruing to associate members, shall be determined from time-to-time by the Chapter Executive Committee.

ARTICLE IV
MEMBERSHIP: APPLICATION, REMOVAL, CHAPTER STANDARDS

(1) Individuals meeting the criteria for membership in any class may join the Chapter by making application and paying such dues as the Executive Committee may, from time to time, determine.

(2) Members of any classification may be automatically removed from membership (a) if they no longer meet the criteria for membership established by the bylaws, and/or (b) for non-payment of dues within the time frames for such payment as are from time to time established. Members may also be removed for other cause, including but not limited to conviction of embezzlement, theft or other crime, upon a two-thirds vote of the Executive Committee present at any meeting of the Executive Committee. A vote on removal for cause shall occur only after the member who is the subject of consideration has been advised of the pending action and has been given reasonable opportunity for explanation and/or defense.

(3) All members of the Chapter must be members of the Association of Legal Administrators.

(4) Membership in the Chapter is individual and neither assignable nor transferable.

ARTICLE V
EXECUTIVE COMMITTEE

Section 1. Management and Control. The management and control of the Chapter and its affairs will be vested in an Executive Committee (“Committee”).

Section 2. Members of Committee. The Committee will consist of the President, President-Elect, Secretary, Secretary-Elect, Treasurer, Treasurer-Elect and Immediate Past President. The Incoming President-Elect will become a non-voting member of the Executive Committee immediately following the official election at the Annual Meeting until they take office for the following year. All Committee members will serve without pay.

Section 3. Election and Term of Office. All Committee members will be elected or appointed in accordance with Article VI.

Section 4. Resignation of Committee Member. Any Committee member may resign at any time by giving written notice of resignation to the Secretary. Such resignation will take effect at the time specified therein, or if such time is not so specified, immediately upon its receipt by the Secretary. Any Committee member must resign if membership criteria are no longer met.

Section 5. Removal of Committee Members. A Committee member may be removed from the Executive Committee if he or she fails to attend three (3) consecutive meetings of the Committee, or for other cause, upon the unanimous vote therefore of all the members of the Committee, except the Committee member whose removal has been proposed. Such removal will be effective at such time as the Committee may determine. The notice of any Committee meeting at which such action is contemplated will contain a notice of the proposed termination, and the Committee member whose status is being challenged will be notified thereof, in writing, at least thirty (30) days prior to the date of such meeting.

Section 6. Chair. The President will serve as Chair of the meetings of the Executive Committee. If the President is unable to attend, the President-Elect will serve as Chair.

Section 7. Meetings. Notice of a meeting must be sent to all Committee members at least seven days prior to the date on which the meeting is scheduled.

Section 8. Special Meetings. Special meetings of the Committee may be called by the President or by at least three Committee members.

Section 9. Place and Time of Meetings. All meetings of the Committee will be held at such time and place as the Committee may, from time to time, fix or as may be specified in the notice of the meeting.

ARTICLE VI
OFFICERS

Section 1. Officers and Terms. The Officers of the Chapter will be a President, Immediate Past-President, President-Elect, Secretary, Secretary-Elect, Treasurer and Treasurer-Elect, each of whom will serve a term of one year or until his or her successor has been elected, or otherwise designated and qualified. The Incoming President-Elect will become a non-voting member of the Executive Committee immediately following the official election at the Annual Meeting until they take office for the following year.

Section 2. Duties. The duties of the Officers will be such as their titles so indicate and as stated in the description for each Officer, or as specified by the Executive Committee.

Section 3. Nominations and Election. At least seventy-five (75) days in advance of the Annual Meeting of the Chapter, the Executive Committee will appoint a Nominating Committee to make recommendations for the offices for President-Elect, Secretary-Elect and Treasurer-Elect. The Nominating Committee will consist of five (5) members, chaired by the current President-Elect, and including four (4) Non-Executive Committee members, and announced to the membership at least three (3) months prior to the annual meeting. The criteria for participating on the Nominating Committee will be as follows:

(a) a former member of the full Leadership Team, prior Executive Committee member, Chair or Co-Chair, or

(b) an active member of a Capital Chapter Committee or Section.

The Nominating Committee will file its report in writing with the Secretary of the Chapter, making recommendations for all offices at least forty-five (45) days in advance of each Annual Meeting. Upon receipt, the Secretary will forward copies of such report to all Chapter members immediately.

Section 4. Vacancies. If the President will be unable to complete his/her elected term of office, for any reason, the vacancy will be assumed by the Immediate Past President. If the President-Elect will be unable to complete his/her elected term of office, for any reason, the President will convene a special meeting of the Nominating Committee within fifteen (15) days of the notice of inability to complete the term to present a qualified candidate for President-Elect from the Chapter's regular membership unless the subsequent President-Elect has been elected. In this case, the Incoming-President Elect will assume duties early.

The term of the new President-Elect will begin immediately after the presentation to the chapter at the conclusion of that chapter meeting.

If there is a vacancy in the Office of Secretary, this vacancy will be filled by the Secretary-Elect. If there is a vacancy in the Office of Treasurer, this vacancy will be filled by the Treasurer-Elect.

Section 5. Time New Officers and Directors Take Office. Newly elected officers shall assume the responsibilities of office no later than May 1.

ARTICLE VII
NOMINATIONS AND ELECTION

Section 1. Method and Time of Nomination. At least 60 days prior to the annual meeting, the Nominating Committee shall meet for the purpose of selecting one qualified candidate per position for recommendation to the membership of the Chapter. It shall be the responsibility of the Nominating Committee to determine the leadership requirements and needs of the organization, and to select nominees with the experience and qualities necessary to meet such requirements and needs. A due diligence checklist will be used to facilitate the nomination process.

Section 2. Eligibility and Qualifications. Candidates for officer in the Chapter must be current members of the Association Legal Administrators and must have been a member of the Chapter for at least one(1) year at the time of election.

Section 3. Method of Conducting Election. The Nominating Committee shall present its recommendations forty-five (45) days in advance of the annual meeting. In the event that additional nominations are received, the Nominating Committee will notify the members of the results within 10 days of the annual meeting.

Additional nominations may be made after submission of the Nominating Committee's Report by filing a petition with the Secretary of the Chapter at least thirty (30) days in advance of the Annual Meeting and signed by at least ten percent (1 0 %) of the Regular members of the Chapter in good standing, nominating a person qualified for any of the offices listed in Section 1 of Article VI. Only nominations made in this manner may be considered in the elections held at each Annual Meeting.

All notices, reports, and petitions filed with the Secretary pursuant to this Article will be made available to the Chapter membership. The President will cause such additional publications of such notices, reports, and petitions to be made as may be practical and as deemed appropriate.

The Secretary will prepare a ballot containing the report of the Nominating Committee and such other nominations as are made under Section 3 of this Article. Ballots will be sent to Regular members of the Chapter at least 15 days before the Annual Meeting. Members will return the ballots, which conform to the instructions thereon, in one of two ways:

a. Mail the ballot to the Chapter Secretary so he/she receives it at least 72 hours before the Annual Meeting, or

b. Hand the ballot to the Secretary at the beginning of the Annual Meeting.

Any ballot not in conformity with the rules for voting as stated on the ballot will not be counted.

ARTICLE VIII
MEETINGS OF MEMBERS

Section 1. Annual Meeting. The Annual Meeting of the Chapter will be held in December of each year with such program and order of business as the Executive Committee may arrange.

Section 2. Special Meetings. Special meetings of the members of the Chapter may be called at any time by the President and must be called, upon the written request to the President, of five (5) or more members. At such special meetings, no business will be transacted except that which will have been specified in the notice of such meeting, unless unanimous consent is obtained from the members present there to transact other business.

Section 3. Notice of Meetings. Notice of all meetings will state the place, date and hour of such meetings and will be delivered herein, notices will be given no less than five (5) nor more than thirty (30) days before the date of such meeting.

Section 4. Voting. A majority vote of the Regular members attending a properly convened meeting is required to approve any action unless otherwise specified herein.

ARTICLE IX
COMMITTEES AND SECTIONS

The Executive Committee may, by resolution, designate such standing committees or sections for such purposes and having such powers as it may determine, and the President will designate such special committees or sections as he or she may deem appropriate and may appoint the Chair and members of all such committees or sections. The President, President-Elect and Immediate Past President will be ex-officio members of all committees and sections, except as otherwise specified.

ARTICLE X
BUDGET AND FISCAL YEAR

Section 1. Budget. An annual income and expense budget, and a comparison of the previous year's projected budget with the actual results will be prepared under the direction of the Chapter's Executive Committee for each fiscal year. The proposed budget will be published at least thirty (30) days prior to the end of the Chapter's fiscal year and will be approved by a majority vote of the regular members at the first regular monthly meeting of the first new year. Thereafter, the Executive Committee may approve any necessary supplemental budgets.

Section 2. Fiscal Year. The fiscal year of the Chapter will be May 1 to April 30.

ARTICLE XI
LIMITATION OF LIABILITY

No Executive Committee member or other Chapter committee or section members, agent or employee of the Chapter, will be liable for the act or failure of any other such person or organization. Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceeding by reason of the fact that he or she is or was an Executive Committee member or member of any other Chapter Section or Committee may be indemnified by the Chapter against the reasonable expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein, except as to matters to which such Executive Committee member or any other Chapter Section or Committee member is guilty of negligence or misconduct in the performance of his or her duties. Such indemnification will not be deemed exclusive of any other rights of indemnification to which such Executive Committee member or member of any other Chapter Section or Committee may be entitled apart from these By-Laws.

The Chapter may purchase and maintain insurance on behalf of any person who is or was an Executive Committee member or Chapter Committee Chair or Co-Chair against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Chapter would have the power to indemnify him or her against such liability.

ARTICLE XII
AMENDMENTS

These By-Laws may be amended by majority vote of the Regular members present and voting at any Chapter meeting or through electronic or fax vote, provided that any proposed By-Law amendment will be distributed to the Chapter membership for their review at least 7 days in advance of meeting or electronic or fax vote.

ARTICLE XIII
DISSOLUTION

The Chapter may be dissolved by a resolution adopted by a majority of the Membership. In the event of dissolution of the Chapter, the Executive Committee or a committee appointed the Executive Committee, will be responsible for its liquidation. In case of dissolution of the Chapter, the Executive Committee will authorize the payment of all indebtedness, and any remaining funds, investments and other assets of the Chapter will be distributed to such organizations which are then qualified as exempt within the meaning of Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code of 1954 or of corresponding provisions of then existing federal revenue laws, but only if the purposes and objectives of the receiving organization are similar to the purposes and objectives of the Chapter as may be determined by majority vote of the then members of the Chapter.

Adopted September 25, 2003

The Capital Chapter of the Association of Legal Administrators, Inc. is incorporated in the District of Columbia as a Section 501(c)(6) Professional Trade Association under the Internal Revenue Code.