By-Laws

Article I – Authority & Purpose

1. These By-laws establish the governing framework for the internal management, decision‑making, discipline, conduct, and professional standards of SJP (the “Firm”).
2. These By-laws are binding upon all persons associated with the Firm, including but not limited to:
   • Founder / Managing Partner
   • Senior Partners
   • Non‑Equity Partners
   • Associates and Paralegals
   • Support Staff, Contractors, and all Employees
3. Compliance with these By-laws is a mandatory condition of employment, partnership, appointment or contractual association with the Firm.
4. These By-laws supersede all prior rules, policies, or governance documents of the Firm. In case of conflict, these By-laws prevail.
5. No title or seniority (including Founder/Managing Partner status) shall exempt any individual from the obligations herein, except where specific veto powers or immunities are granted under Article II.

Article II – Founding Authority & Immunity

2.1 Founder’s Immunity

• The Founder and current Managing Partner (the “Founder”) is the permanent constitutional authority of the Firm.
• The Founder cannot be terminated, suspended, expelled, demoted, or removed from office for any cause, whether by vote, resolution, disciplinary proceeding, external authority, or operation of law.
• This immunity is perpetual and survives any amendment, restructuring, or reconstitution of the Firm.

2.2 Veto Powers & Reserved Authority

• The Founder retains absolute and irrevocable veto power over any decision, resolution, disciplinary action, admission or termination of any Partner or policy adopted by Senior Partners or governing bodies.
• The Founder may unilaterally overturn any decision made by Senior Partners, committees, or governing bodies, without need for justification or consultation.
• The Founder may issue binding directives that supersede any vote, policy, or governance mechanism within the Firm.

2.3 Succession & Transition

• The Founder has sole discretion to appoint a successor to the office of Managing Partner, Chairperson, or equivalent leadership position.
• Any such appointment is final and not subject to review, veto or reversal by any Partner, Committee, or governing body.
• The Founder may designate an Acting Managing Partner during periods of absence or incapacity.
• At the Founder’s discretion, the role may transition to a “Chairman of the Board” position, while retaining the immunities and veto rights hereby established.

2.4 Supremacy of Founding Authority

• No clause within these By-laws, and no future amendment, shall have the effect of limiting or curtailing the powers, veto rights, or immunities of the Founder.
• All Partners, Associates, and Employees acknowledge that the Founder’s authority is absolute and binding, unless voluntarily delegated by the Founder in writing.

Article III – Governance Structure & Partnership Classes

3.1 Managing Partner

1. The Managing Partner shall hold ultimate executive authority over the Firm’s operations, administration, staffing, financial management, and internal discipline.
2. The Managing Partner may assign duties, responsibilities or oversight to any Senior Partner, Non‑Equity Partner, Associate, Paralegal, or Staff, irrespective of prior reporting lines.
3. The Managing Partner may, at any time and without prior notice, mandate compliance checks, including fitness‑for‑duty, professional conduct, or compliance audits, to protect the Firm’s standards and reputation.
4. The Managing Partner shall maintain final authority on all major strategic decisions, including admissions, terminations, financial commitments, and firm‑wide policy changes.

3.2 Senior Partners

1. Admission to Senior Partnership requires a non‑refundable capital contribution (or equivalent value) as defined by the Managing Partner at time of admission.
2. Senior Partners hold collective and several liability for the legal, financial, and reputational standing of the Firm, acting as custodians of its legacy and integrity.
3. Senior Partners may be terminated or expelled only by a two‑thirds (⅔) majority vote of the Senior Partners and confirmation by the Managing Partner (subject to Founder’s veto if applicable).
4. Each Senior Partner is responsible for mentoring and supervising at least one Associate or Paralegal during their tenure; they share responsibility for the performance, conduct, and development of those under their supervision.

3.3 Non‑Equity Partners

Non‑Equity Partners operate under the supervision of Senior Partners and/or the COO. Their elevation to Equity Partnership is subject to recommendation by Senior Partners and approval by the Managing Partner.

1. Eligibility for Non‑Equity Partner status requires at least three (3) years of continuous service as Associate, or equivalent experience adjudicated on a case-by-case basis.
2. Non‑Equity Partners must demonstrate consistent professional conduct, client development record, and firm‑values alignment prior to consideration for elevation.
3. Non‑Equity Partners do not hold equity shares, cannot vote on partnership-level matters, and may receive fixed remuneration plus discretionary performance bonuses — not profit‑sharing unless elevated to Senior Partner status.

3.4 Associates & Paralegals

1. Associates must hold a recognized law degree and maintain required licenses / qualifications to practice or train under supervision, depending on jurisdiction.
2. Associates report to their supervising Senior Partner and the Managing Partner, and may receive assignments directly from either as needed for the Firm’s operations.
3. Associate classifications:
   • First‑Year Associate: Entry-level, focus on training, supervised closely.
   • Second‑Year Associate: Intermediate responsibility, eligible for higher‑level matters.
   • Third‑Year Associate: Advanced associates; upon satisfactory performance may be considered for Non‑Equity Partnership.
4. Paralegals may be considered for promotion to Associate status upon obtaining required qualifications (e.g. law degree), subject to the Managing Partner’s approval and availability.

3.5 Support Staff & Administrative Personnel

1. Support staff shall have the credentials appropriate for their function (e.g. administrative, financial, IT, HR, marketing) as determined by the Managing Partner / COO.
2. Support staff report directly to the COO unless otherwise directed by the Managing Partner; their duties, remuneration and obligations are governed by Firm policy and local labor law.

Article IV – Committees & Oversight

1. Establishment: The Managing Partner may establish such Committees as deemed necessary (e.g. Audit Committee, Ethics Committee, Hiring & Promotion Committee, Risk Management Committee).
2. Composition: Committees may include Senior Partners, Non‑Equity Partners, Associates, and Support Staff, provided oversight remains with the Managing Partner.
3. Authority: Committees serve in an advisory capacity only, unless expressly delegated decision‑making authority by written directive from the Managing Partner.
4. Reporting: Committees must report findings, recommendations, or decisions to the Managing Partner; no Committee decision binds the Firm unless ratified by the Managing Partner.
5. Audit & Oversight: The Managing Partner retains absolute oversight; internal audits may be commissioned at any time to ensure compliance, ethical standards, and risk management.

Article V – Capital, Profit‑Sharing & Remuneration

1. Capital Contributions: Entry into Senior Partnership requires a capital contribution defined at admission. Additional capital calls may be made by the Managing Partner with notice to Senior Partners.
2. Profit Allocation: Senior Partners participate in profit distributions proportionate to equity and contribution, subject to adjustments by the MP to reward performance or manage risk. Non‑Equity Partners receive fixed remuneration plus potential bonuses; Associates, Paralegals, and Support Staff receive salaries and discretionary bonuses.
3. Reserves: The Firm shall maintain a reserve fund for contingencies, investment, expansion, and risk coverage. The Managing Partner determines annually the portion of profits retained vs. distributed.
4. Draws & Advances: Senior Partners may draw advance payments against expected profits subject to cash flow; any such draws shall reduce future distributions accordingly.
5. Accounting & Records: The Firm shall maintain accurate, transparent accounting records. Annual financial statements shall be made available to Senior Partners and, where appropriate, to Non‑Equity Partners or shareholders under confidentiality terms.

Article VI – Discipline, Conduct & Enforcement

1. Standards of Conduct: All members and employees must uphold high ethical, professional, and fiduciary standards; violations include but are not limited to dishonesty, negligence, breach of client confidentiality, insubordination, financial impropriety, conflict of interest, or acts prejudicial to the Firm.
2. disciplinary Authority: The Managing Partner holds supreme authority over disciplinary proceedings, including but not limited to warnings, suspension, termination, expulsion, or financial restitution. Senior Partners may recommend action but cannot enforce sanctions without the Managing Partner’s approval.
3. Due Process: Accused individuals must receive notice, opportunity to respond, and a fair hearing (which may be conducted by a Disciplinary Committee) before any final decision. The Disciplinary Committee’s role is advisory unless explicitly empowered by the Managing Partner.
4. Sanctions: Range from written warning, suspension (with or without pay), termination or expulsion, financial restitution, to forfeiture of profit‑sharing and equity interest, depending on severity of misconduct.
5. Final Authority: The Managing Partner’s decision is final and binding, not subject to appeal within the Firm’s governance structure.

Article VII – Client Relations, Confidentiality & Conflicts

1. Duty to Clients: All personnel owe clients the highest duty of care, loyalty, confidentiality, and professional conduct. Conflicts of interest must be disclosed in writing; no individual may accept representation adverse to a client without written consent from the Managing Partner and informed client consent.
2. Confidentiality: Client information, case files, financials, communications, and all records must be kept secure. Disclosure permitted only (a) with client’s written consent, (b) where required by law or court order — and then only after the Managing Partner’s approval, (c) when defending the Firm, subject to the Managing Partner’s written authorization.
3. Engagement Letters: All client engagements must be documented in a formal engagement letter approved by the Managing Partner or a designated Senior Partner. Changes to scope, fees, or responsibilities must be approved in writing by the Managing Partner.
4. Client Complaints: Any client complaint or grievance must be reported immediately to the COO and or the CEO. The Firm shall maintain a formal complaint procedure; resolution plans must be approved by the Managing Partner. Records of complaints and resolutions will be kept confidential and confidentially reviewed in periodic firm audits.

Article VIII – Admission, Withdrawal & Termination of Partners

1. Admission of New Partners: New Senior or Non‑Equity Partners may be admitted by unanimous consent of existing Senior Partners and approval by the Managing Partner, upon meeting contribution, performance, and ethical standards.
2. Withdrawal / Resignation: A Partner who wishes to withdraw must provide 90 days written notice (this may be extended to 180-days by the managing Partner – at the Managing Partner’s sole descrition and without notice or reason). Their capital interest, profit share, and pending obligations will be calculated as of last day and settled according to Firm’s financial accounting, subject to any outstanding liabilities or obligations.
3. Termination or Expulsion: A Partner (excluding the Managing Partner) may be expelled for cause (breach of conduct, gross negligence, moral turpitude, financial misconduct) following a due process under Article VI. Upon expulsion, forfeiture of profit‑sharing, bonuses, and potential repayment of advances may be enforced.
4. Non‑Compete & Non‑Solicitation: Departing Partners must agree in writing not to solicit clients, employees, or Confidential Information for a period of 24 months within jurisdictions where the Firm operates. Any breach constitutes grounds for legal and financial action.
5. Capital Return: Withdrawal or expulsion does not entitle the Partner to return of original capital contribution unless explicitly agreed in writing at admission, and subject to liquidity, Firm financial health, and the Managing Partner discretion.

Article IX – Meetings, Voting & Decision‑Making

1. Annual General Meeting (AGM): The Firm shall hold an AGM of Senior Partners at least once per calendar year to review financials, budgets, firm strategy, major policy changes, and partnership matters.
2. Special Meetings: The Managing Partner or at least one‑third of Senior Partners may call a special meeting with at least 10 days written notice and proposed agenda.
3. Quorum & Voting: Unless otherwise specified, quorum for any meeting is a majority of Senior Partners. Routine decisions require simple majority vote; major decisions (amendments, new admission, expulsion, dissolution) require two‑thirds (⅔) majority vote, subject to MP’s veto where applicable under Article II.
4. Minutes & Records: All meetings shall be documented in written minutes, maintained by the COO or designated officer, and made available to all Senior Partners within 14 days after meeting.
5. Decision Record: Any decision taken outside of meeting (by written consent / circulation) must be documented in writing, require same voting thresholds, and kept in official records.

Article X – Dissolution, Liquidation & Winding Up

1. Grounds for Dissolution: The Firm may be dissolved by unanimous consent of all Senior Partners and approval of the Managing Partner or by operation of law (e.g. insolvency, external mandate).
2. Winding Up Procedure: Upon dissolution, a liquidator appointed by the Managing Partner will settle liabilities, collect receivables, liquidate assets, and distribute remaining assets according to capital accounts and equity shares. Priority is given to external creditors, then partner liabilities, then capital return, then profit balances.
3. Reporting: A final report of liquidation, assets, liabilities, and distributions shall be prepared and circulated to all former Partners, Associates, and employees with vested claims.
4. Confidentiality: All winding‑up details remain confidential and governed by the same confidentiality obligations as ongoing operations.

Article XI – Amendments to By-Laws

1. Authority to Amend: These By-laws may be amended only by the Managing Partner, acting either unilaterally or upon recommendation of Senior Partners.
2. Procedure: Proposed amendments must be circulated in writing to all Senior Partners at least 14 days before adoption.
3. Approval Threshold: Amendments proposed by Senior Partners require two‑thirds (⅔) majority vote; Managing Partner retains absolute veto over any amendment. Amendments affecting Founder’s immunities or veto powers are void unless consented to in writing by the Founder.
4. Binding Effect: Once adopted, amendments bind all Partners, Associates, Paralegals, and Staff without exception.
5. Record & Archive: All amendments must be dated, signed by the Managing Partner and archived with the Firm’s official records. A summary shall be distributed annually to all personnel.

Article XII – Dispute Resolution & Arbitration

1. Any dispute arising out of these By-laws, partnership relationship, professional conduct or obligations under Firm governance shall first be referred to a Mediation Committee, appointed by the Managing Partner.
2. If mediation fails, the dispute shall be submitted to binding arbitration under the rules of the relevant national or regional arbitration body, as designated by the Managing Partner.
3. The decision of the arbitrator(s) shall be final and binding on all parties; legal jurisdiction or court litigation is permitted only where mandated by law or to enforce the arbitral award.

Article XIII – Definitions & Interpretations

For purposes of these By-laws, unless the context requires otherwise:

• “Firm” refers to SJP and all its entities, partners, associates, employees, and representatives.
• “Partner” refers to any member admitted under Articles herein as Senior Partner, Non‑Equity Partner, or Equity Partner.
• “MP” means the current Managing Partner.
• “COO” means Chief Operating Officer, as appointed by the Managing Partner.
• “Capital Contribution” includes money, assets, goodwill, or other value contributed at admission or later as required.
• “Equity” refers to the proportional ownership share of a Senior Partner as determined at admission and adjusted over time by draw, distribution, or additional contribution.
• “By-Laws” refers to this document as amended and in effect from time to time.

All headings are for convenience only and do not affect interpretation. Singular includes plural and vice versa. References to “writing” or “written” include digital or electronic formats where legally permitted.