Legal Aid of North Carolina

Jump to Content

Bylaws

TABLE OF CONTENTS

ARTICLE I – NAME, OFFICES AND PURPOSES
Section 1. Name
Section 2. Principal Office
Section 3. Other Offices
Section 4. Purposes
ARTICLE II – BOARD OF DIRECTORS
Section 1. General Powers
Section 2. Number, Term and Qualification
Section 3. Classes of Directors
Section 4. Removal
Section 5. Resignation
ARTICLE III – MEETINGS OF DIRECTORS
Section 1. Annual Meeting
Section 2. Regular and Special Meetings
Section 3. Place of Meetings
Section 4. Notice of Meetings
Section 5. Quorum
Section 6. Manner of Acting
Section 7. Action Without Meeting
Section 8. Meeting by Conference Telephone
ARTICLE IV – COMMITTEES
Section 1. Executive Committee
Section 2. Standing or Other Committees
Section 3. Committee Authority
ARTICLE V – OFFICERS
Section 1. Titles
Section 2. Election and Term
Section 3. Removal
Section 4. Resignation
Section 5. Vacancies
Section 6. Chair of the Board of Directors
Section 7. Vice Chair of the Board
Section 8. President
Section 9. Treasurer
Section 10. Secretary
ARTICLE VI – INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General Policy
Section 2. Use of Corporate Funds
ARTICLE VII – GENERAL PROVISIONS
Section 1. Seal
Section 2. Waiver of Notice
Section 3. Checks
Section 4. Bond
Section 5. Loans
Section 6. Fiscal Year
Section 7. Conflict of Interest
Section 8. Amendments

ARTICLE I -- NAME, OFFICES AND PURPOSES

Section 1. Name. The name of the corporation shall be Legal Aid of North Carolina, Inc., hereinafter referred to as the "corporation."

Section 2. Principal Office. The principal office of the corporation shall be located at 224 South Dawson Street, Box 26087, Raleigh, Wake County, North Carolina 27611, which shall also be the registered office of the corporation.

Section 3. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine.

Section 4. Purposes. The purposes of the corporation are as stated in the Articles of Incorporation:
(A) To operate exclusively for charitable, educational, religious and scientific purposes within the meaning of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue laws, (the "Code"); and
(B) To engage in any lawful activity for which corporations may be organized under Chapter 55A of the General Statutes of North Carolina so long as the corporation does not engage in any activity or activities not in furtherance of one or more tax exempt purposes as contemplated in section 501(c)(3) of the Code.

Within the above stated purposes, the corporation shall have the specific purpose: To provide or help to provide legal services for economically disadvantaged persons and groups throughout the State of North Carolina.

ARTICLE II -- BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by the Board of Directors in accordance with the provisions of applicable law, the Articles of Incorporation and these bylaws.

Section 2. Number, Term and Qualification. The number of Directors of the corporation shall be twenty-four (24) voting Directors and at least three (3) nonvoting Directors. The following organizations are authorized to appoint the number of voting Directors to the Board of Directors as is listed beside each organization’s name with the restrictions as also listed beside each organization’s name:

Appointing Organization Restrictions Number
* North Carolina Bar Association ("NCBA") Prefer Rural 5
* North Carolina State Bar ("NCSB") 1
* 26th Judicial District Bar (Mecklenburg Co., LSSP Service Area) 1
* 21st Judicial District Bar (Forsyth Co., LASNNC Service Area) 1
* 14th Judicial District Bar (Durham Co., NCLAP Service Area) 1

Organizations described in the following categories of organizations are authorized to appoint the number of voting Directors listed beside each category (with no more than one Director being appointed by each organization); provided, however, that the Board of Directors shall determine the specific organization (or organizations) in a listed category designated to make an appointment at a specific time

Category Number
* Organizations or Associations of Lawyers ("Affinity Bars") in North
Carolina 6
* Statewide Client Organization 4
* Regional Client Councils 5

In addition, the Board of Directors is authorized to appoint one voting Director as a representative of the general public (i.e., not a lawyer and not a client).

The non-voting Directors shall include: the President Elect of the North Carolina Bar Association (who shall serve while holding that office), a person selected by the IOLTA Board of Trustees (to serve as determined by the IOLTA Board) and a member of the Judicial Conference (to serve as determined by the Judicial Conference).

In addition, the Board of Directors is authorized to appoint additional non-voting Directors as representatives of the interests of clients, whether or not such persons are eligible as voting client members under LSC guidelines, and is authorized to appoint one or more non-voting Directors as representatives of the general public.

The voting Directors shall be divided into three classes, as nearly equal in number as may be, to serve in the first instance for terms of one, two and three years, respectively, and until their successors shall be appointed and shall qualify. Thereafter the successors in each class of Directors shall be appointed to serve for terms of three years and until their successors shall be appointed and shall qualify. In the event of any increase or decrease in the number of Directors, the additional or eliminated directorships shall be so classified or chosen that all classes of Directors shall remain or become as nearly equal in number, as is possible. In the event of the death, resignation, retirement, removal or disqualification of a Director during the term of office, the Director’s successor shall be designated to serve only until the expiration of the term of the predecessor. A vacancy in a Director position, whether occurring at the end of a term or in the middle of a term, shall be filled by appointment by the organization that appointed the Director whose position is vacant; provided, however, that if the appointing organization was representing a category as listed above, the Board of Directors shall designate the organization to make the new appointment which organization must be from the same category, but need not be the same organization.

No Director may serve more than two consecutive terms. Service on the Board for a partial term of 1.5 years will be counted as a full term and service for less than 1.5 years will be disregarded in determining whether a Director has served for two consecutive terms. A former Director may be reappointed to the Board after a period of time in which he or she was not a Director.

Section 3. Classes of Directors. Directors shall take office at the annual meeting of the Board of Directors or when appointed to the Board. Terms shall normally end at the annual meeting in the year designated according to the rotation system. The initial rotation system is set according to the following chart so that the Class A Directors serve for an initial term of one year, the Class B Directors serve for an initial term of two years, and the Class C Directors serve for an initial term of three years.

CLASS A	CLASS B	CLASS C
NCBA - 1	NCBA -2	NCBA - 3
NC State Bar	NCBA - 4	NCBA - 5
Affinity Bar - 1	Affinity Bar - 2	Affinity Bar - 3
Affinity Bar - 4	Affinity Bar - 5	Affinity Bar - 6
21st Judicial District	14th Judicial District	26th Judicial District
Statewide Client - 1	Statewide Client - 2	Statewide Client - 3
Triad Client	Statewide Client - 4	Northeast Client
Southeast Client	Triangle Client	West Client

Section 4. Removal. A Director may be removed from office at any time with or without cause by the organization that appointed the Director. A Director who has three unexcused absences during a term shall be automatically removed from the Board, subject to the Director requesting reinstatement by letter to the full Board. A vacancy shall be filled as provided in Section 2 of this Article II.

Section 5. Resignation. A Director may resign at any time by communicating such resignation to the Board of Directors, its presiding officer or to the corporation. The resignation is effective when communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective.

ARTICLE III -- MEETINGS OF DIRECTORS

Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of June of each year, for the purpose of electing Directors and officers of the corporation and the transaction of such other business as may be properly brought before the meeting. If the annual meeting is not held as designated by these bylaws, a substitute annual meeting may be called by or at the request of the Board of Directors, and such meeting shall be designated and treated for all purposes as the annual meeting.

Section 2. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held according to a published schedule. Special meetings of the Board of Directors may be called by or at the request of the Chair of the Board, the President or any two Directors.

Section 3. Place of Meetings. Meetings of the Board of Directors may be held at the principal office of the corporation or at such other place, either within or without the State of North Carolina, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the Directors then in office.

Section 4. Notice of Meetings. The Secretary or other person or persons calling a meeting for which notice is required shall give notice by electronic mail, facsimile or regular mail at least five days before the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors. Attendance by a Director at a meeting shall constitute a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 5. Quorum. A majority of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.

Section 6. Manner of Acting. Except as otherwise provided by law or in the bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Action Without Meeting. Action taken by a majority of the Directors or members of a committee without a meeting is nevertheless Board or committee action if written consent to the action in question is signed by all of the Directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.

Section 8. Meeting by Conference Telephone. Any one or more Directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all Directors participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting.

ARTICLE IV – COMMITTEES

Section 1. Executive Committee. The Executive Committee of the Board of Directors shall be comprised of the officers of the corporation, except the President, and two additional at-large members of the Board of Directors appointed by the Board. The Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the business and the affairs of the corporation during intervals between meetings of the Board. Vacancies in the at-large membership on the Executive Committee shall be filled by a vote of the Board of Directors at a regular meeting or a special meeting called for such purpose. The Executive Committee shall keep minutes of its proceedings and shall report to the Board of Directors on action taken. Minutes of Meetings of the Executive Committee shall be prepared and kept with the records of the corporation.

Section 2. Standing or Other Committees. Standing or other committees having two or more members may be designated by a resolution adopted by a majority of the number of Directors then in office. Vacancies in the membership of such committees shall be filled by appointment made in the same manner as provided in the case of the original appointment.

Section 3. Committee Authority. No committees of the Board (including the Executive Committee) shall be authorized to take the following actions:
(A) Authorize distributions to or for the benefit of the Directors or officers;
(B) Approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;
(C) Elect, appoint or remove Directors, or fill vacancies on the Board of Directors or on any of its committees, or
(D) Adopt, amend, or repeal the Articles of Incorporation or bylaws.

ARTICLE V – OFFICERS

Section 1. Titles. The officers of the corporation shall be a Chair of the Board, Vice-Chair of the Board, President, Secretary and Treasurer. The officers of the corporation shall have the authority and perform the duties as prescribed in these bylaws and as from time to time may be prescribed by the Board of Directors.

Section 2. Election and Term. The officers of the corporation, except for the President, shall be elected by the Board of Directors at the annual meeting of the Board of Directors. Each officer of the corporation, except the President, shall hold office for two consecutive years and until a successor is elected and qualifies. The President of the corporation shall hold office at the pleasure of the Board of Directors. An Officer’s term of office as a Director of the corporation shall not expire pursuant to Article II, Section 2, of these bylaws until he or she has completed the two-year term as an officer for which he or she was selected. At the pleasure of the Board, a Chair whose term of office as a Director has expired may serve an additional one year in an ex officio capacity.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board with or without cause.

Section 4. Resignation. An officer or agent may resign at any time by communicating such resignation to the corporation. A resignation is effective when it is communicated unless it specifies in writing a later effective date.

Section 5. Vacancies. Vacancies among the officers may be filled and new offices may be created and filled by the Board of Directors.

Section 6. Chair of the Board of Directors. The Chair of the Board of Directors shall preside at meetings of the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate. Until such time as a President is elected, the Chair shall manage the corporation and perform all duties incident to the office of President

Section 7. Vice Chair of the Board. The Vice Chair shall exercise the powers of the Chair during that officer’s absence or inability to act. Any action taken by the Vice Chair in the performance of the duties of the Chair shall be presumptive evidence of the absence or inability to act of the Chair at the time the action was taken. The Vice Chair is the Chair-Elect. The Chair-Elect presumptively shall become Chair of the Board of Directors at the termination of the term of incumbency of the Chair. The Vice Chair shall have such other powers and perform such other duties as may be assigned by the Board of Directors.

Section 8. President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these bylaws. The President shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board of Directors to some other officer or agent. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board of Directors from time to time.

Section 9. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors; provided, that the Board may appoint a custodian or depository for any such funds or securities, and the Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall in general perform the duties incident to the office and such other duties as may be assigned from time to time by the President or the Board of Directors.

Section 10. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and shall give all notices required by law and these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall sign such instruments as may require the signature of the Secretary and in general shall perform all the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.

ARTICLE VI -- INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. General Policy. It shall be the policy of the corporation to indemnify to the maximum extent permitted by Chapter 55A of the General Statutes of North Carolina any one or more of the Directors, officers, employees, or agents and former Directors, officers, employees, or agents of the corporation, and persons who serve or have served at the request of the corporation as directors, officers, partners, trustees, employees or agents of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against judgments, penalties, settlements and other liabilities incurred by them in connection with any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative (a "proceeding") and against reasonable costs and expenses (including attorneys’ fees) in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties.

Section 2. Use of Corporate Funds. The corporation may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of the corporation for indemnification or for purchase and maintenance of insurance for the benefit of the persons designated in Section I of this Article shall be deemed a proper expense of the corporation.

ARTICLE VII -- GENERAL PROVISIONS

Section 1. Seal. The seal of the corporation shall bear the name of the corporation and the letters "N.C."

Section 2. Waiver of Notice. A Director or other person entitled to receive a notice required to be given under the provisions of these bylaws, the Articles of Incorporation or by applicable law, may waive such notice by signing a written waiver, whether before or after the date and time stated in the notice. The waiver shall be filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to that Director of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3. Checks. All checks, drafts or orders for the payment of money shall be signed by the officer or officers or other individuals that the Board of Directors may from time to time designate.

Section 4. Bond. The Board of Directors may by resolution require any or all officers, agents or employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned upon the faithful performance of the duties of their offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 5. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6. Fiscal Year. The fiscal year of the corporation shall be the twelve month period ending December 31 of each year.

Section 7. Conflict of Interest. A Director shall inform the Board of Directors of any direct or indirect conflict of interest which the Director has with regard to any transaction contemplated by the Board of Directors (a "Conflict of Interest"). A Conflict of Interest shall exist in Board actions including, but not be limited to, actions concerning a transaction:
(i) in which the Director has a material financial interest, or
(ii) in which the Director is presently serving as a director, trustee, officer or general partner of another party.

Pursuant to the provisions of Section 55A-8-31 of the General Statutes of North Carolina, the Director may participate in the discussion but may not vote on the transaction and when a Director does not vote because of a Conflict of Interest, the act of the majority of the Directors voting shall be the act of the Board of Directors if a quorum is present at the meeting.

Section 8. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the entire Board of Directors at any meeting of the Board; provided, that notice of the meeting shall have been given which states that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the bylaws and includes a copy or summary of the proposed amendment or states the general nature of the amendment. Such notice may be waived as provided in these bylaws.

(Adopted June 28, 2002, By Transition Board)
(Amended January 14, 2003, by LANC Board of Directors; Article II, and Article III Section 1)
(Amended June 16, 2006, by LANC Board of Directors; Article V, Sec 2)

Disclaimer

The materials contained on this website are for information and educational purposes only and do not constitute legal advice.  Also please note that Legal Aid of North Carolina does not provide legal assistance by E-mail. Contact your Legal Aid of North Carolina office or a private attorney if you need to speak to an attorney regarding your particular situation.
See our complete disclaimer.

Mission Statement

Legal Aid of North Carolina is a statewide, nonprofit law firm that provides free legal services in civil matters to low-income people in order to ensure equal access to justice and to remove legal barriers to economic opportunity.