1. The registered office of the corporation shall be at: 16 East Market Street, West Chester, PA 19380.
2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint that activities of the corporation may require

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A. Regular Members

i. Regular members shall be faculty or staff associated with either two or four year colleges or universities.

ii. More than one individual from any undergraduate institution may become a member, but each individual shall pay dues.

iii. Each regular member shall have one vote. No member shall sell or transfer his or her vote for money or any other thing of value, nor shall any member be permitted to offer a proxy for his or her vote at any meeting of the association. The right of a member to vote, and his or her right, title and interest in or to the corporation or its property, shall cease on the termination of his or her membership.

B. Associate Members

i. Faculty and administrative officers of accredited or provisionally accredited law schools may become associate members.

ii. Representatives of the Law School Admission Council, the Association of American Law Schools, the American Bar Association and other non-profit organizations whose purpose relates to legal education, and are approved by the Board of Directors may become associate members.

iii. Associate membership may be either individual or institutional. In the latter case, the institution shall designate the individual(s) who shall exercise the rights of associate members.

iv. More than one representative of a law school or organization may hold associate membership, but each representative shall pay dues.

v. Associate members may participate in the affairs of NAPLA, including the right to debate. Their voting rights, however, are limited to participating in the election of their representative on the Board.

C. Members Emeriti

i. The Board of Directors may, from time to time, confer emeritus/emerita membership upon individuals who have served NAPLA with distinction, but who are no longer active in pre-law advising or law school admissions.

ii. Members Emeriti do not have a vote, but otherwise enjoy all the benefits of membership.

2. The Board of Directors shall determine the amount of annual dues payable by the members.

3. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of any dues or assessments.

4. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of its members, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

5. Membership in the corporation is not transferable or assignable.

6. Issues of eligibility for membership in the Association shall be referred to the Board of Directors, the decision of which shall be final.

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2. The annual meeting of the members shall be held during the annual conference in June when they shall elect officers and members of the Board of Directors and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held within six months after the designated time, any member may call such meeting.

3. Special meetings of the members may be called at any time by the President, or the Board of Directors, or by ten (10) percent of the members entitled to vote. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than sixty days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto.

4. Written notice of every meeting of the members, stating the time, place, and object thereof, shall be given by, or at the direction of the Secretary to each member of record entitled to vote at the meeting, at least ten (10) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. In the case of a special meeting, the notice shall specify the general nature of business to be transacted.

5. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote.

6. Voting may be by voice, show of hands, ballot, mail, or any reasonable means determined by the Board of Directors.

7. In advance of any meeting of members, the Board of Directors may appoint judges of election to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any member shall, make such appointment at the meeting. No person who is a candidate for office shall act as a judge.

2. The Board of Directors shall be composed of the officers, seven members-at-large elected for two-year terms (three such members to be elected each year), and one non-voting associate member elected for a two-year term (to be elected in even-numbered years).

A. No at-large member or associate member may be elected to more than two consecutive two-year terms.

3. In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the Members.

4. The meetings of the Board of Directors shall be held at least once a year. These meetings may be held at such times and places within this Commonwealth, or elsewhere, as a majority of the Board of Directors may designate in the notice calling the meeting.

5. Written, electronic, or personal notice of every meeting of the Board of Directors shall be given to each member at least ten (10) days prior to the day named for the meeting.

6. A majority of the Board of Directors, as defined in Article V, Section 1, shall be necessary to constitute a quorum for the transaction of business. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting, if a consent or consents in writing or by electronic transmission setting forth the action so taken shall be agreed to by a majority of the Board of Directors in office and shall be filed with the Secretary of the corporation.

7. The Board of Directors may declare vacant the office of a member if he or she is declared of unsound mind by an order of court or is convicted of a felony, or if within sixty (60) days after notice or his or her selection, he or she does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfills such other requirements of qualification as the bylaws may specify.

1. The executive officers of the corporation shall be chosen by the members, and shall consist of a President, President-Elect, Secretary, Treasurer, and the Immediate Past-President. The President and Secretary shall be natural persons of full age, the Treasurer, however, may be a corporation, but if a natural person, shall be of the full age. They shall hold their office for a term of one year and shall have such authority and shall perform such duties as are provided by the By-Laws and as prescribed by the Board of Directors. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise.

2. The Board of Directors may remove any officer or agent whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

3. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the members, officers, and Board of Directors, shall have general and active management of the affairs of the corporation, shall see that all orders and resolutions of the Association are carried into effect; shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation, shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.

4. The President-Elect shall act in all cases for and as the President in the latter's absence or incapacity, shall perform such other duties as may be required, and shall have principal administrative responsibilities for the Annual Conference, including choosing a conference site subject to approval by the Board of Directors. In the event of the incapacity of both the President and the President-Elect, the Secretary will act in all cases for and as the President, or in the latter's incapacity, the Treasurer shall so act. If all four of the above-named officers are incapacitated, the Immediate Past President shall so act.

5. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in books belonging to the corporation and kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it.

6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors, at regular meetings or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation.

7. The Immediate Past President shall be the person who has most recently completed a term as President. The Immediate Past President shall serve as the chair of the nomination committee.

8. The designated member of PLANC will sit as a non-voting member of the Executive Committee of the NAPLA Board. He or she will be appointed for a two-year term renewable at the discretion of the Board.

9. The Officers of the Board of Directors shall constitute the Executive Committee of the Board of Directors. This committee shall act on urgent matters that arise between meetings of the Board of Directors. In addition, the Executive Committee may act for the Board of Directors on non-urgent matters, if such matters are delegated to the Executive Committee by the consent, either in writing or through electronic transmission, of a majority of the Board of Directors. Any matters undertaken by the Executive Committee pursuant to this section shall be reported to the Board of Directors at its next meeting.

2. Agents of the corporation are not members of the Board of Directors, but one or more of such agents may be invited to attend such portions of Board of Directors meetings at which their advice or expertise is required.

2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of members of the Board of Directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum, and each person so chosen shall be a member of the Board of Directors until a successor is elected by the membership of NAPLA, which shall make such election at either the next annual meeting of the members, or at a special meeting duly called for that purpose and held prior thereto.

2. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, the records of the proceeding of the members and the Board of Directors, and to make copies or extracts there from. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorized the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

1. Executive Committee

A. The Officers of the Board of Directors and the designated member of PLANC shall constitute the Executive Committee of the Board of Directors. Each member of the executive committee shall have one vote except for the designated member to PLANC who participates without a vote.

B. This Committee shall act on urgent matters that arise between meetings of the Board of Directors. In addition, the Executive Committee may act for the Board of Directors on other matters, if such matters are delegated to the Executive Committee by the consent, either in person, in writing, or through electronic transmission, of a majority of the Board of Directors.

C. The actions of the Executive Committee under this section shall have the same effect as actions taken by the full Board of Directors.

D. Any matters undertaken by the Executive Committee pursuant to this section shall be reported to the Board of Directors no later than its next meeting.

2. Conference Committee

A. The Conference Committee shall be appointed each year by the President-Elect, who shall be the chair, and who shall appoint to the committee at least two persons who are not members of the Board of Directors.

B. The Conference Committee shall develop the theme for the annual conference, with the approval of the Board of Directors, and shall have responsibility for the further execution of plans and programs.

3. Nominating Committee

A. The Immediate Past-President shall serve as chair of the Nominating Committee, and shall select at least two members of the Board of Directors and at least two regular members not then serving on the Board of Directors to serve on the committee.

B. The Nominating Committee shall prepare, for the approval of the Board of Directors, a slate of officers, members-at-large, and in even-numbered years, an associate member to fill terms, which are expiring on the Board of Directors. No member of the Nominating Committee may be a candidate for election as a member of the Board of Directors. The Nominating Committee shall secure the consent of those nominated and shall see that the complete slate of nominees is mailed to all voting members of the Association at least thirty (30) days in advance of the annual meeting.

C. Nominations to the Board of Directors should be made with consideration for geographical distribution and diversity of types of schools represented.

D. The Nominating Committee may be asked to suggest candidates for appointment by the Board of Directors to fill vacancies as provided in Article VIII, Sections 1 and 2.

4. Other Committees

A. Other committees may be authorized by the Board of Directors or by the membership at the annual meeting.

B. Chairpersons and members of such committees shall be appointed by the President. Appointments shall be for one year. Chairpersons and members may be reappointed.

C. The role of all committees, except that of the Executive Committee, shall be advisory.

1. The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the members of the Board of Directors. Unless otherwise restricted in these By-Laws, no vote of consent of the members shall be required to make effective such action by the Board of Directors. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.

2. Whenever the lawful activities of the corporation involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors, or officers of the corportion.

3. All checks or demands for money and notes of the corporation shall be signed by the Treasurer, or such other officer or officers as the Board of Directors may designate.

A. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.

B. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.

C. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.

D. The expenses of disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.

E. A review of records conducted by an appropriately qualified individual chosen by the Board of Directors and not a member of the Board of Directors.

F. This report shall be filed with the minutes of the annual meeting.

2. A complete audit shall be conducted upon the election of a new Treasurer.

2. Terms of office shall begin on the first day of September.

3. One or more persons may participate in a meeting of the Board of Directors or of the business meeting by means of conference, telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

4. The Board of Directors may invite representatives of pre-law related organizations to attend meetings of the members or of the Board of Directors.

5. So long as the corporation shall continue to be organized on a non-stock basis, the Board of Directors shall have authority to provide for the members to make capital contributions in such amounts and upon such terms as are fixed by the directors in accordance with the provision of Section 7541 of the Nonprofit Corporation Law of 1972.

6. The Board of Directors, by resolution, may authorize the corporation to accept subventions from members or nonmembers on terms and conditions not inconsistent with the provision of Section 7542 of the Nonprofit Corporation Law of 1972, and to issue certificates therefore.

7. Profit-making organizations are not eligible for membership in NAPLA, but may subscribe to NAPLA Publications, and may attend NAPLA conferences subject to payment of fees set by the Board of Directors.