NCPO By-Laws

ARTICLE I: Name of the Corporation

The name of the Corporation is The National Client Protection Organization,
Inc.

ARTICLE II: Purposes of the Corporation

Section 1. The Corporation is not organized, nor will it be operated, for
pecuniary profit and shall not declare or make dividends or other financial
distributions to its members, directors, officers, or other private persons,
except that the Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in this article.

Section 2. The purposes for which the Corporation is formed are as follows:

(A) To exchange information between and among administrators, counsel,
trustees, board and committee members of organizations established within
all of the States of the United States and other countries that have or wish to
establish client protection funds for the protection, security and
indemnification of the clients of attorneys, and also among other supporters
of such client protection organizations.

(B) To render assistance and support in the creation, maintenance and
enhancement of protection, security and indemnity funds established
throughout the United States and elsewhere for the benefit of clients of
attorneys.

(C) To conduct, participate in, and support seminars and forums for the
education of and exchange of information between administrators, counsel,
trustees, board and committee members of organizations established for the
protection, security and indemnification of clients of attorneys and for other
supporters of such client protection organizations.

(D) No substantial part of the activities of the Corporation shall consist of
carrying on propaganda, or otherwise attempting, to influence legislation.
The Corporation shall not participate in, or intervene in, any political
campaign on behalf of or in opposition to any candidate for public office.

(E) To engage in any other educational activity not inconsistent with the
specific purposes hereinabove set forth.

ARTICLE III: Offices

The registered corporate office of the Corporation shall be in the State of
Maryland. Executive headquarters and business offices may be established in
such city or cities of the United States and elsewhere as the Board of
Directors may from time to time determine.

ARTICLE IV: Membership

Section 1. Boards of trustees, commissions, committees and other similar
organizations operating or serving a client protection fund under the
authorization of the government of any state or territory, or of any bar
association or law society are eligible to become Organizational Members.

Section 2. Any person involved or interested in law client protection,
including, but not limited to, those actively involved in any Organizational
Member, either as an employee, or as a trustee, commission member, etc., or
otherwise, may become an Individual Member.

Section 3. The membership year shall be from May 1 to April 30 inclusive.
All memberships shall date from May 1.

Section 4. Organizational Members and Individual Members shall have the
obligation to pay annual dues to the Corporation as provided in Article VI.
The obligation to pay dues shall continue from year to year unless a written
resignation is received by the secretary prior to the end of the membership
year for which dues have been paid. Any member who is in arrears for dues
for six months shall cease to be a member of the Corporation. A member who

has failed to retain membership pursuant to this section may be reinstated
upon payment of dues for the current year.

Section 5. Organizational Members shall designate at the time of membership
an official voting representative. That representative, should he or she not be
able to be in attendance at the meeting of the Corporation, may designate a
substitute to represent the Organizational Member. Organizational and
Individual Members may vote, with the Organizational Members having ten
(10) votes which may be split as desired by the Organizational Member and
Individual Members having one (1) vote.

Section 6. The Secretary shall maintain a membership list of the names and
addresses of all Organizational Members, the official voting representative of
each Organizational Member, and Individual Members.

ARTICLE V: Membership Meetings

Section 1. The Corporation shall conduct an Annual Meeting at a time and
place fixed by the Board of Directors. The Secretary of the Corporation shall
send by electronic or regular mail notice of the time and place of the Annual
Meeting to each member at least thirty (30) days prior to each meeting.

Section 2. Special meetings may be called by the President and shall be
called by the President at the request of any three (3) Directors, by directing
the Secretary to send by electronic or regular mail notice of the time and
place of such meeting, the purpose of such meeting, and the subjects to be
considered, to all members at least fourteen (14) days in advance of such
Special Meeting, unless the Board of Directors provides otherwise.

Section 3. Matters to be decided at any Annual Meeting or special meeting of
the Corporation shall require a majority vote of those Organizational and
Individual Members in attendance.

Section 4. The membership may, by majority vote of those present at a
meeting, close any session at any meeting to persons who are not members of
the Corporation

Section 5. All meetings authorized under this article shall be administered
consistent with Roberts’ Rules of Order.

ARTICLE VI: Membership Dues

Section 1. An annual dues assessment, payable to the Treasurer of the
Corporation, in the amount of $200 for Organizational Members and $25 for
Individual Members, will be due and payable on or before May 1 of each
year.

Section 2. The Board of Directors may increase or decrease the amount of
either the Organizational Member dues or the Individual Member dues for
any given year by action announced not later than November 1 of the
previous year.

Section 3. The Board of Directors is authorized and empowered on behalf of
the Corporation to receive by gift, donation, devise, bequest or otherwise,
either real or personal property; to hold the same absolutely or in trust; to
invest, reinvest, and manage the same; and to apply said property and the
income arising therefrom to the purposes of the Corporation.

ARTICLE VII: Board of Directors

Section 1. The business and affairs of the Corporation shall be managed by a
Board of Directors. The Board of Directors shall consist of the President,
President-Elect, Treasurer, Secretary, Immediate-Past President, three (3)
members to be elected at large. Eligibility to serve on the Board of Directors
is reserved to persons who are employed by or serving with a client
protection fund and have an active NCPO membership. Each term of office
shall run concurrently with a Director’s term as an officer of the Corporation.
The three (3) at-large Directors shall be elected at the Annual Meeting. At-
large Directors shall serve terms of three years. The Immediate Past-President
shall serve a term of two years.
In an advisory capacity, the Board of Directors may also include up to two
Directors Emeritus. Directors Emeritus are non-voting members of the Board
of Directors and shall have previously served on, or been employed by, or are

otherwise currently serving on or are employed by, a client protection fund.
Directors Emeritus’ terms shall be for two years.
The staggering of terms as provided at the inception of the Corporation shall
be maintained to preserve institutional memory.
Section 2. Directors shall be eligible for re-election to successive terms.
Vacancies shall be filled temporarily by the Board of Directors until the next
Annual Meeting.

Section 3. The Board of Directors may establish an Executive Committee
composed of Board members with the authority to act for the Board of
Directors on specific matters. Any action taken by the Executive Committee
shall be subject to review at the next meeting of the Board of Directors.
Section 4. The Board of Directors shall meet at the call of the President. Two
members of the initial Board of Directors shall constitute a quorum, and four
members of the successive Board of Directors shall constitute a quorum.
Meetings may be conducted virtually or by telephone conference. The
President shall provide reasonable notice of all meetings by electronic mail or
regular mail.

ARTICLE VIII: Officers of the Corporation

Section 1. The officers of the Corporation shall consist of a President,
President-Elect, six (6) Regional Vice Presidents, a Treasurer, a Secretary,
and a Counsel. To be an officer of the Corporation, a person must actively
serve or be employed by, a client protection fund and have an active NCPO
membership.

Section 2. Officers shall be elected at the Annual Meetings of the
Corporation, except Counsel, who shall be appointed by the Board of
Directors. At each Annual Meeting, the Nominating Committee shall submit
the names of candidates for offices that are required to be filled by election at
that meeting. Candidates may be added to the Nominating Committee’s ballot
at the Annual Meeting by the nomination by any member of the Corporation.
The President and President-Elect shall be elected for terms of two years. The

Corporation’s Regional Vice Presidents, Secretary and Treasurer shall be
elected for terms of one year and shall be eligible for re-election. Vacancies
shall be filled temporarily by the Board of Directors until the next Annual
Meeting, except in the case of the President.

Section 3. The President shall be the chief executive officer of the
Corporation, and shall preside at all meetings of the Corporation and the
Board of Directors. The President shall be responsible for implementing the
policies of the Board of Directors, and shall fulfill such other responsibilities
as may be assigned or delegated by the Board of Directors. The President
shall be the chief spokesperson for the Corporation.

Section 4. The President-Elect shall be considered to be First Vice President,
and shall perform such duties as are usual to that office. The President-Elect
shall preside at meetings of the Corporation and the Board of Directors in the
absence of the President. In the event of a vacancy in the office of President,
the President-Elect shall serve as President until the next Annual Meeting,
and shall thereafter succeed to the office of President for a term of two years.

Section 5. While not voting members of the Board of Directors, the Regional
Vice Presidents are vitally important Officers of the Corporation who shall
assist the President and the Board of Directors in the formulation and
implementation of policy as follows:
a. One Regional Vice President shall be selected from each of the
following geographic regions of the United States: the Northeast
(Maine, Vermont, New Hampshire, Massachusetts, Rhode Island,
Connecticut, New York, New Jersey, Pennsylvania, Delaware,
Maryland, District of Columbia); the Southeast (Florida, Georgia,
South Carolina, North Carolina, Virginia, West Virginia, Kentucky,
Tennessee, Alabama, Mississippi, U.S. Virgin Islands); the Midwest
(Ohio, Michigan, Indiana, Illinois, Wisconsin, Minnesota, Iowa,
Missouri, North Dakota, South Dakota, Nebraska; the Southwest
(Arizona, Utah, Colorado, New Mexico, Texas, Louisiana,
Arkansas, Kansas, Oklahoma); and the West (Hawaii, Alaska,
Washington, Oregon, California, Nevada, Idaho, Montana,

Wyoming). One Regional Vice-President shall be selected from the
all the provinces and territories of Canada.
b. The Regional Vice Presidents shall maintain active, effective liaison
with the client protection funds of each jurisdiction in their regions.
Specifically, Regional Vice Presidents shall (1) report to the
President-Elect (and to the Board as appropriate) on progress made
and issues and challenges faced by such funds; and (2) apprise such
funds of the assistance and services available through NCPO.

Section 6. The Treasurer shall be the chief financial officer of the
Corporation, and shall be responsible for the receipt, custody, safekeeping
and disbursement of the Corporation’s assets. The Treasurer shall report to
Board of Directors and membership on the Corporation's financial condition.
Unless the Board of Directors provide otherwise, no fidelity bond shall be
required of the Treasurer.

Section 7. The Secretary shall be responsible for the recording of all minutes
of meetings of the Corporation and the Board of Directors, the custody of
corporate records, and the communication of all notices required by the
Articles of Incorporation or these Bylaws.

Section 8. The Immediate Past President shall assist the President and the
Board of Directors in reviewing the affairs of the Corporation and such other
responsibilities as may be assigned by the President or the Board of
Directors.
Section 9. Counsel shall assist the President and the Board of Directors in
reviewing the affairs of the Corporation, and such other responsibilities as
may be assigned by the President or the Board of Directors. Counsel is an
officer of the Corporation, and shall be a non-voting member of the Board of
Directors.
Section 10. None of the officers of the Corporation shall be compensated for
their services, but the Board of Directors may authorize that they be
reimbursed reasonable expenses which are necessarily incurred by them in
the performance of their offices.

ARTICLE IX: Mail Vote

Whenever, in the judgment of the Board of Directors, any question shall arise
which should be put to a vote of the membership and when the directors
deem it inexpedient to call a Special Meeting for such purpose, the directors
may, unless otherwise required by statute, the Articles of Incorporation or
these Bylaws, submit such matter in writing by regular or electronic mail for
vote and decision, and the question thus presented shall be determined
according to a simple majority (or a higher percentage if required by statute,
the Articles of Incorporation or these Bylaws) of the votes received by mail
within three (3) weeks after such submission for vote, provided that, in each
case, votes of at least one-half of the total number of votes entitled to be cast
shall be received.

ARTICLE X: Committees

The Board of Directors may create one or more committees and appoint
members of the Corporation and the Board of Directors to serve on them.
Each committee may have one or more members, who shall serve at the
pleasure of the Board of Directors.

ARTICLE XI: Publications

Section 1. The Board of Directors shall authorize publications which in the
judgment of the Board of Directors are consistent with the purposes of the
Corporation.

Section 2. The Corporation shall own the copyright for the original and any
renewal term thereof in any writing of an author whose work is specifically
commissioned by the Corporation. The Corporation may publish, with
permission of the author, any writing which is consistent with the purposes
and objectives of the Corporation.

Section 3. Publications of the Corporation shall be made available to all
members in good standing. Subscription rates for the Corporation’s

periodical and non-periodical publications shall be fixed by the Board of
Directors.

ARTICLE XII: Representations and Endorsements

Section 1. No member of the Corporation shall express as policy of the
Corporation any matter which has not been determined by action or
resolution of the Board of Directors or the membership.

Section 2. Any member who, when making a public utterance, permits
himself or herself to be identified as an officer or director, or member of the
Corporation shall clearly identify, as personal or otherwise, any views at
variance with policy of the Corporation known to that member.

Section 3. The name of the Corporation shall not be used in any way which
tends to indicate official endorsement of commercial products, services or
publications, which implies an endorsement of any business or which
suggests that membership in the Corporation is available to any organization,
except as otherwise provided in Article IV.

ARTICLE XIII: Insignia

The Corporation may have an insignia or corporate seal of such design as the
Board of Directors may adopt.

ARTICLE XIV: Amendments to the Bylaws

Section 1. Any petition for amending these Bylaws and the reasons therefore
shall be submitted in writing to the Board of Directors through the Secretary
over the signatures of not fewer than three members, which members may
include members of the Board of Directors.

Section 2. Each petition for amendment shall be considered for the first time
at the first meeting of the Board of Directors following receipt of the petition
by the Secretary.

Section 3. If the petition receives the vote of the majority of the Board of
Directors, it shall be presented to the membership for ratification. The
affirmative vote of the majority of the votes entitled to be cast by the
membership shall be required for approval of the petition.

Section 4. If a petition is not approved by the Board of Directors, this fact
shall be made known to the membership attending the next regular meeting
of the Corporation.

ARTICLE XV: Indemnification of Directors and Officers

Section 1. As used in this Article, any word or words that are defined in
section 2-418 of the Corporations and Associations article of the Annotated
Code of Maryland (the "Indemnification Section"), as amended from time to
time, shall have the same meaning as provided in such Indemnification
Section.

Section 2. The Corporation shall indemnify a present or former director or
officer of the Corporation in connection with a proceeding to the fullest
extent permitted by and in accordance with the Indemnification Section of the
aforementioned Annotated Code of Maryland.

Section 3. With respect to any corporate representative other than a present or
former director or officer, the Corporation may indemnify such corporate
representative in connection with the Indemnification Section; provided,
however, that to the extent a corporate representative other than a present or
former director or officer successfully defends on the merits or otherwise any
proceeding referred to in subsections (b) or (c) of the Indemnification Section
or any claim, issue or matter raised in such proceedings, the Corporation shall
not indemnify such corporate representative other than a present or former
director or officer under the Indemnification Section unless and until it shall
have been determined and authorized in the specific case by (i) an affirmative
vote at a duly constituted meeting of a majority of the Board of Directors
who were not parties to the proceeding; or (ii) an affirmative vote, at a duly
constituted meeting of a majority of all the votes cast by Members who were
not parties to the proceeding, that indemnification of such corporate

representative other than a present or former director or officer is proper in
the circumstances.

June 3, 2000
Amended September 19, 2023