Bylaws

HOUSTON ASSOCIATION OF BANKRUPTCY PARALEGALS

BYLAWS

ARTICLE 1 – NAME AND PURPOSE

Section 1.1      Name.  This organization shall be an incorporated non-profit organization called the Houston Association of Bankruptcy Paralegals (herein referred to as the “Association” or “HABP”).

Section 1.2      Mission Statement.  The Association is formed to provide programs of education and professional development to advance the professional development, objectives, and goals of paralegals within the bankruptcy arena.

Section 1.3      Purpose.  The purpose of this Association shall be to encourage high ethical standards, further education among members of the profession, provide charitable and pro-bono opportunities within the community, to cooperate with state and local bar associations and investigate the professional attainment of bankruptcy certification within the state.

Section 1.4      Parliamentary Authority.  The rules contained in the current version of Robert’s Rules of Order, Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules of order the Association may adopt.

ARTICLE 2 – MEMBERSHIP

Section 2.1      Classes of Members.  There shall be four (4) classes of members in the Association.

  1. Voting Member A person eligible for voting membership shall be a person employed or retained as a bankruptcy paralegal under the ultimate direction and supervision of an attorney, or a person who contracts with a lawyer, law office, governmental agency or other entity to perform substantive legal work in the bankruptcy field under the ultimate direction and supervision of an attorney or a person who has left such employment within the last 30 days. This is the only classification of membership which carries full voting privileges, and individuals of this membership classification are the only members who may serve as association officers, members of the board of directors, or committee chairs. Voting members will be required to meet 6.0 hours of CLE Credit yearly to maintain their membership status under this classification. In addition, the individuals of this classification of membership must meet at least one of the following criteria:

1.         Successful completion of the Certified Bankruptcy Assistant Exam (“CBA”);

2.         Successful completion of the Certified Legal Assistant Exam by the National Association of Legal Assistants;

3.         Graduation from an American Bar Association approved program of studies for paralegals or a course of study for paralegals which is institutionally accredited though not ABA approved, and which requires not less than the equivalent of 60 college semester hours of classroom study, plus current employment as a bankruptcy paralegal as defined herein;

4.         Graduation from a course of study for paralegals, other than those set out in (3) above, plus not less than one (1) year of on the job training as a bankruptcy paralegal as defined herein;

5.         A baccalaureate degree in any field, plus not less than one (1) year training as a bankruptcy paralegal as defined herein;

6.         Four (4) years experience as a bankruptcy paralegal as defined herein;

(b)        Non-Voting Member: A person eligible for non-voting membership shall be a person who (1) has met the requirements of subparagraph (a) above but who is not currently employed as a bankruptcy paralegal, or (2) has not met either the experiential or education requirements set forth above, or (3) has not met the CLE Requirements for voting membership.  A non-voting member in good standing may fully participate in the affairs of the Association, but shall not have the right to vote, serve as officer, member of the Board of Directors or chair of a committee.

(c)        Student Member:  A person eligible for student membership shall be any person who is enrolled and actively participating in an accredited baccalaureate, post- baccalaureate, or associate degree paralegal education program.  Student members in good standing may participate in the affairs of the Association, but shall not have the right to vote, serve as officer, member of the Board of Directors or chair of a committee.  Student members may not serve as members of any standing committees. Student members are required to notify the Membership Committee Chair of any change in their education status which directly affects membership requirements.

(d)        Sustaining Member:  A person eligible for sustaining membership shall be a person or entity who has an interest in the paralegal profession and who supports the purposes of HABP.  An individual sustaining member in good standing or representative designated by an entity may attend Association meetings, seminars and other activities at fees charged to voting members and serve as a non-voting member.  Neither sustaining members, nor their designees, shall have the right to vote, serve as officer, member of the Board of Directors or chair of a committee.  Sustaining members may not serve as members of any standing committee.

Section 2.2      Definition of Bankruptcy Paralegal.  A bankruptcy paralegal is a person qualified through education, training and/or work experience, who is employed by a law office, governmental agency or other entity, under the supervision of an attorney on a permanent or contract basis in a capacity or function which involves bankruptcy law, of which at least 30% of his or her time is devoted to bankruptcy law or a person who has left such employment within the last 30 days.

Section 2.3      Admission Procedure.  Application to become a member shall be made on a form approved by the Board of Directors.  Such application shall be submitted to the Membership Committee of the Board of the Directors, together with the required annual dues.  The Membership Committee may approve or deny all applications, which act shall be subject to the Board of Director’s right to reverse, which must be exercised within sixty (60) days of approval.  If the Board of Directors determines that an application does not meet the requirements for membership, the Board of Directors shall deny the application or membership.  Notice of such denial shall be given by the Membership Committee of the Board of Directors to such applicant within thirty (30) days of the Membership Committee’s review of the application.  Any applicant who is denied membership shall have the right to a hearing before the Board of Directors within thirty (30) days after a written request for such a hearing.  Any investigations into and determinations as to an applicant’s or member’s classification shall be made by the Board of Directors in accordance with procedures deemed appropriate by the Board of Directors.

Section 2.4      Resignation of Membership. Upon becoming ineligible for membership, a member shall, after a grace period of forty-five (45) days, notify the Board of Directors of such ineligibility and resign from the Association.  Authorized leaves of absence granted to a voting member by his or her employer .shall not be considered a termination of employment requiring resignation from the Association, provided such leave of absence is temporary.

Section 2.5      Annual Dues. Each member of the Association shall pay annual dues to the Association in such an amount as shall be determined from time to time by the Board of Directors.  Each new member shall submit renewal forms approved by the Board of Directors and pay annual dues, in advance, of or before January 1st of each year.  Any member whose dues have not been received by the Treasurer by 5:00 P.M. on the 15th day of February shall be notified in writing that he or she is in arrears.  If such .member’s dues have not been received by the Treasurer by 5:00 p.m. on the 1st day of March, such member shall be automatically dropped from membership in the Association.  At the discretion of the Board of Directors, annual dues may be waived for members employed by a governmental agency.

Section 2.6      Reinstatement.  Any former member of the Association who has resigned or has been dropped from membership must apply to the Board of Directors for reinstatement of his or her membership on a form approved by the Board of Directors and pay the applicable annual dues.

Section 2.7      Removal, Expulsion of Membership, Disciplinary Action or Denial of Membership.  A member may be removed from office or expelled and membership thereby terminated or application for membership or for reinstatement of membership may be rejected for: (a) conviction of a felony involving moral turpitude; (b) expulsion from or suspension of membership in a law-related professional association, other than for non-payment of dues; (c) conviction of a misdemeanor involving theft, embezzlement or fraudulent misappropriation of money or other property; (d) violation of the Code of Ethics adopted by the Association; or (e) for such other cause as determined by the Board of Directors.  Such action shall be in accordance with procedures deemed appropriate by the Board of Directors after review by an ad hoc Review Committee appointed by the Board of Directors, but shall not be taken without notice to and an opportunity for response by the member.

Section 2.8      Membership List.  Not more than thirty (30) days following the end of each fiscal quarter, the chair of the Membership Committee shall cause to be prepared a membership list for each class of membership as of the end of such quarter. Such lists shall constitute the membership register of the Association and shall be available for use at meetings of the membership and for other purposes described in these bylaws.

Section 2.9      Eligibility to Vote.  Only voting members in good standing thirty (30) days prior to an annual meeting or a special meeting may be eligible to vote at such meeting or upon other matters coming to the members for action. Only voting members in good standing may be nominated to serve on the Board of Directors of the Association.  In order to be nominated to serve on the Board of Directors, a voting member must have served on a standing committee of the Association or previously served on the Board of Directors.

Section 2.10    Procedure.  The election procedure shall be adopted by the Board of Directors, as amended from time to time, and shall be carried out by the Elections Committee. Voting by individual proxy shall be allowed with appropriate written designation.

Section 2.11  Quorum.  A quorum shall be deemed to exist with the presence, in person or by proxy, of thirty percent (30%) of the members entitled to vote.  If a quorum shall not be present at any meeting of the members, the members present and entitled to vote at such meeting may adjourn the meeting without notice .other than announcement at the meeting, until a quorum shall be present.

Section 2.12    Annual Meeting. The annual meeting of the members shall be held at such time and place as set by the directors, for the purpose of transacting business of the Association with appropriate notice given to the membership. In the event of a national or regional emergency or disaster, or other circumstances tending to make it virtually impossible or extremely difficult to hold a meeting as called, the Board of Directors may either reset or cancel the meeting; provided that if the meeting is cancelled, the directors must carry out by mail or other means, a method for the membership to vote for the election of officers. Such method will be used only for such election and the definition of such method will be at the sole discretion of the directors.

Section 2.13    Special Meetings.  Special meetings of the members may be called by the President, theBoard of Directors or one-fourth (1/4) of the membership providing five (5) days notice has been given to the members.  Such a meeting may be held in executive session of the voting members of the Board of Directors if the topic of the meeting is of a time sensitive nature or of a confidential nature.  Minutes will be recorded at special meetings.  The members may transact any business at a special meeting which could be transacted at an annual meeting.

Section 2.14    Access to Records.  Any member, in person or by agent, upon written demand under oath stating the purpose thereof, shall have the right during usual business hours to inspect for any proper purpose the Association’s list of members, and its other books and records, and to make copies or extract there from. A proper purpose shall mean a purpose reasonably related to a person’s interest as a member, which shall be determined by the president or majority vote of the Board of Directors.

ARTICLE 3 – OFFICERS

Section 3.1      Number.  There shall be five (5) elected officers of the Association. The officers shall be President, Vice President, one Secretary and two Treasurers.  The Board of Directors may, in its discretion, create new offices for the Association, and such new officers shall be elected by the Board of Directors.  The Board of Directors may also appoint such assistant officers as it deems appropriate; however, such assistant officers shall have no voting power.

Section 3.2      Qualifications of Officers.  An officer must be an active voting member of the Association for one (1) year prior to election to office.

Section 3.3      Term and Election.  Term of office shall be April1 through March 31 of the following year.  Officers for each upcoming year shall be elected by the Board of Directors in place on May 1st of the preceding year.  By way of example, any Officer positions open for the 2010-2011 term shall be elected by the Board of Directors in place on May 1, 2010. Upon election of an officer, the elected Officer shall inform the Board of Directors at the following Board of Directors meeting of any legal-related associations or organizations in which he/she has Board of Directors voting privileges.  Any newly elected officer with Board of Directors voting privileges with other legal-related associations or organizations shall be excluded from voting on any issues which .are in direct conflict with issues being voted upon by the Board of Directors.

Section 3.4      Limitation and Initial Officers.  No officer shall serve in the same office for more than two (2) full years in succession, nor may any person be elected to two (2) elected offices at the same time.  For the initial three years of the Association, the Initial Officers shall be filled by the Initial Directors. These Initial Officers shall serve on a predetermined rotation to allow for internal consistency during the formative years of the Association.

Section 3.5      Vacancies.  Except as more specifically set forth in this paragraph, any vacancy in any office for an unexpired term shall be filled by appointment of successor to office by the Board of Directors. If the President-Elect for the preceding fiscal year shall have succeeded to the office of President because of vacancy in the office during that year, he or she shall, nevertheless, be entitled to serve as President for the full year following the year for which he or she was elected President-Elect,  If the President-Elect has resigned or has been removed from office before officer nominations for the following year have been taken from the floor in a regular meeting of the Association, an eligible member may declare; candidacy or may be nominated by aneligible voting member and his or her name placed on the ballot for the office of President.  If the President-Elect has resigned or has been removed from office after nominations for the following year have ceased, the vacancy shall be filled by the Board of Directors as a vacancy in an unexpired term.

Section 3.6      Duties of Officers.  The officers shall be responsible for leading the Association and managing its activities in accordance with these Bylaws and the purposes of this Association.  The specific dutiesof each officer not assigned herein shall be determined by the Board of Directors and may be amended from time to time. The general duties of the officers are as follows:

(a)        President.  The president shall be the general manager of the Association, shall have general supervision of the business, shall conduct all of the regular business of the Association, shall see that all orders and resolutions of the directors are enforced and put into effect, shall be its principle officer and agent, shall automatically be and serve as chairperson of its Board of Directors, shall preside at all meetings and shall negotiate and execute all contracts and all other instruments whatsoever incident to the conduct of business by the Association. The president shall have such other and further authority, power and discretion as shall be deemed reasonably necessary for the accomplishment of the purposes of the Association and transaction of all of its business except as prohibited by the governing federal and Texas state laws or absolutely reserved to the directors in the Bylaws or hereafter limited by act of the directors. The president shall be a member on all committees and boards of the corporation.

(b)        Vice President. The vice president shall exercise the functions of the president in the absence or disability of the president and, when so acting, shall have all of the powers and authority of the president. The vice president shall perform such other duties as from time to time may be assigned by the directors or the president.

(c)        Secretary. The secretary shall attend all meetings of the membership and of the directors, shall keep a full and accurate account of their proceedings and, when directed, shall cause to be prepared and forwarded to the members or the directors notices of meetings. The secretary shall keep the seal of the Association and shall affix the same to all documents requiring the seal either upon the direction of the directors or the president. Unless otherwise directed by the directors, the secretary shall have no duty to determine that any report or return shall have been mailed or any tax paid to any governmental body.

(d)        Treasurer. The treasurer shall submit policies to the Board concerning financial planning and budgeting; present the financial reports to the Board of Directors and membership; and monitor expense claims of the Association for compliance with policies and procedures as deemed appropriate by the Board of Directors. The treasurer shall ascertain that any report or return necessary shall have been filed and any tax due shall have been paid to any proper governmental agency.

Section 3.7      Records. Each officer shall be responsible for maintaining written records and procedure information of that office and shall convey these records to the successor. The retention periods for these records are as follows:

President                      Records shall be kept for the current year and the preceding year.

Vice President              Records shall be kept for the current year and the preceding year

Secretary                      Records other than Minutes shall be kept for the current year and the preceding year.  The Minutes of the Association must be kept in a permanent record.

Treasurer                      Records, other than tax returns, shall be kept for the current year and the preceding five years.  All tax returns must be kept in a permanent file.

Section 3.8      Attendance.  It is expected that Board of Directors meetings shall be regularly attended by the officers, committee chairs and other membership of the Board of Directors.  If at any time an officer or director misses three (3) Board of Directors meetings, such person may be subject to removal upon discussion and approval by the Board of Directors.

Section 3.9      Resignation or Removal, of Officers and Committee Chairmen.  Any officer may be removed at any time pursuant to Section 2.7 hereof and shall be reclassified and removed under events requiring such action pursuant to Section 3.9.  An officer or committee chairman, upon becoming ineligible pursuant to Section 2.1(a) and after the prescribed grace period, shall be deemed to have immediately resigned and shall be replaced pursuant to Section 3.5.

Section 3.10    Compensation for Officers.  All elected and appointed officers of the Association shall serve without compensation, except that all proper expenses shall be reimbursed upon the approval or ratification by the directors.

ARTICLE 4 – BOARD OF DIRECTORS

Section 4.1      Membership and Authority.  The Board of Directors shall consist of the five (5) elected officers, the Parliamentarian, the National Association of Legal Assistants Affiliate Liaison, and the Chairmen of each Standing Committee.  The Board of Directors shall supervise the business affairs of the Association, shall administer the Bylaws and shall determine matters of policy not in conflict with the Bylaws of the Association.

Section 4.2      Term.  Except as otherwise provided herein, Directors shall be elected to serve for one (1) year, or until their successors are elected by the membership.

Section 4.3      Vacancies.  Any vacancy occurring in the Board of Directors shall be filled for the unexpired term by the Board of Directors

Section 4.4      Meeting/Quorum. Meetings of the Board of Directors shall be held as needed.  The date of such meetings shall be set by the Chairman of the Board.  The presence in person or by media conference of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at all meetings of the Board of Directors.  Voting by proxy shall not be permitted.

Section 4.5      Notice.  The Board of Directors members shall be notified of the time, location and purpose of the meeting at least three (3) business days prior to the Board Meeting.

Section 4.6      Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman or by notice to the Chairman by two (2) members of the Board of Directors.  Such a meeting may be held in executive session of the voting members of the Board of Directors if the topic of the meeting is of a time sensitive nature or of a confidential nature.  Minutes will be recorded at special meetings.

ARTICLE 5 – STANDING COMMITTEES

Section 5.1      Designation.  The standing committees shall be established and their functions assigned by the Chairman with the approval of the Board.  Each committee chairman shall be a member of the Board of Directors and is encouraged to attend regular Board of Directors meetings.  Each committee chairman shall appoint committee members as necessary.

Section 5.2      Review.  All committee actions will be subject to review by the Board of Directors. The Chairman shall be an ex-officio and voting member of all committees.

Section 5.3      Standing Committees.  The standing committees of the Association shall include, but not be limited to; the following:

(a)        Membership Committee: The Membership Committee shall be responsible for implementing a membership plan for the Association and processing membership applications.  This committee shall also be responsible for maintaining a current membership roster. It shall also be responsible for carrying out the procedures approved by the Bylaws and the Board of Directors for the annual election of officers.

(b)        CLE Committee: This committee shall be responsible for organizing and carrying out CLE meetings and any social endeavors of the Association.

(c)        Fundraising Committee: This committee shall be responsible for developing the Association’s fundraising strategy, and shall be responsible for organizing and implementing the Association’s fundraising strategy, activities, and initiatives.

(d)        Mentorship and Community Service Committee:  The Mentoring and Community Service Committee shall be responsible for implementing and organizing the various educational, mentoring, and charitable endeavors of the Association.

(e)        Media Committee: This committee shall be responsible for the compilation and publication of the quarterly newsletter and website.

(f)         Employment Committee:  This committee shall be responsible for maintaining the Job Bank.

(g)        Elections and Annual Meeting Committee:  This committee shall be responsible for organizing the Annual Meeting, any Special Meetings and the annual elections.

Section 5.4      Committee Chairs:  Each committee shall have one or more chair people appointed by the Board of Directors for a term of one (1) year, not to exceed two (2) consecutive terms.  Each chair is responsible for ensuring the committee’s functions are carried out, utilizing members of such committee in a manner that prepares such members to lead the committee.

ARTICLE 6 – AMENDMENTS

The Association’s Bylaws can be amended by a two-thirds (2/3) ballot vote of the voting members present at any meeting.  If necessary, the Board of Directors may conduct such a vote through electronic means, or such other means, designed to facilitate the voting process.  All votingmembers shall be provided notice of the proposed ballot vote and a copy of the proposed amendment at least five (5) days prior to the vote.

ARTICLE 7 – INDEMNIFICATION

Section 7.1      Indemnification.  The Association shall indemnify past and current directors, officers, and other persons participating in the activities of the Association for judgments, penalties, fines, settlements, and reasonable expenses (including attorneys fees) incurred in connection with any threatened, pending, or completed action, suit, or proceeding relating to that person’s activities on behalf of the Association in accordance with the Texas Non-Profit Corporation Act.

Section 7.2      Limitation.  The indemnification provided in Section 7.1 is allowed only in accordance with Texas Non-Profit Corporation Act if it is determined, as set forth in Section 7.4 that the person:

  1. conducted himself in good faith;
  2. reasonably believed;
  3. in the case of conduct in the official capacity as a director, that the conduct was in the best interest of the Association, and
  4. in all other cases, that the conduct was at least not opposed to the Association’s best interests; and
  5. in the case of any criminal proceeding, that there was no reasonable cause to believe the conduct was unlawful.

Section 7.3      Prohibition.  No indemnification shall be allowed in cases where personal benefits were improperly received or in which the indemnitee is found liable to the Association.

Section 7.4      Determination of Indemnification.  A determination of indemnification under Section 7.1 must be made as set forth in the Texas Non-Profit Corporation Act.

Section 7.5      Advancement of Expenses.  Reasonable expenses incurred by a director, officer, or other person may be paid or reimbursed by the Association in advance of the final disposition of the proceeding if the Association receives a written affirmation that the standard of conduct required by Section 7.2 has been met and a written agreement undertaking to repay such amount if its ultimately determined that those requirements were not met and a determination is made that the facts as then known would not preclude such indemnification.

Section 7.6      Savings Clause.  It is the intent of the Association to provide indemnity to its directors, officers, employees and agents to the fullest extent allowed by law.  To the extent that these bylaws conflict with the Texas Non-Profit Corporation Act, that Act shall control, and to the extent that the Texas Non-Profit Corporation Act contains additional rights and preferences, those rights and preferences are hereby incorporated by reference.

ARTICLE 8 – GENERAL PROVISIONS

Section 8.1      Fiscal Year.  The fiscal year of the Association shall be determined by the Board of Directors.

Section 8.2      Assets.  The Association shall be authorized to raise funds by dues, fees, solicitation, benefits, lectures and other legitimate methods.  The Association shall be authorized to receive gifts, legacies and bequests (for general or specific purposes) subject to approval of the Board of Directors.  The Association shall accept no gifts which would disqualify it as an exempt organization under Section 501(c)(6) of the Internal Revenue Code or its regulations as they now exist or as they may hereafter be amended.

Section 8.3      Expenses.  At the beginning of each fiscal year, the Board of Directors shall adopt a budget for the year.  The Treasurer shall be authorized to make any expenditure provided for in the adopted budget.  The procedures for determining the budget and making expenditures not provided for in the budget shall be set forth in the procedures manual.

Section 8.4      Annual Statement.  The Board of Directors shall present at the end of each fiscal year; and when called for by vote of the members at any regular or special meeting of the members, a full and clear statement of the financial condition of the Association.

Section 8.5      Independent Audit.  The Board of Directors shall have anindependentaudit performed on the Association’s financial records by a certified public accountant as itdeems necessary.

Section 8.6      Audit by Board of Directors.  All Association bank accounts and transactions shall be reviewed by an officer of the Board of Directors other than the Treasurer twice per year.  The Treasurer shall turn over all bank statements, canceled checks, checkbook register, deposit slips, expense reimbursement requests, receipts, and any other documents or materials requested by the reviewing officer at the June and December Board of Directors meetings for such review.  The reviewing officer shall report the findings of such review at the following Board of Directors Meeting.

Section 8.7      Reconciliation of Accounts.  All bank accounts must be reconciled on a monthly basis and evidence of such reconciliation shall be provided to the Board of Directors at each Board of Directors Meeting.

Section 8.8      Request for Reimbursements.  All requests for expense reimbursements must be submitted in writing by any person requestingsuch reimbursement and no monies for reimbursement will be tendered without such written request and proper documentation and/or receipts.

Section 8.9      Construction.  If any portion of these Bylaws shall beinvalid or inoperative then, so far as is reasonable and possible, the remainder of the Bylaws, as amended fromtime to time, shall be considered valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative.

Section 8.10    Relation to Certificate of Formation.  The Bylaws, as amendedfrom time to time, are subject to and governed by the Certificate of Formation, as amended from time to time.

Section 8.11    Notice.  Whenever under the law, the Articles of Incorporation or the Bylaws, notice is required to be given and no provision is made as to how such notice shall be given, notice may be by personal notice (including telephone notice) or written notice by hand delivery, mail, telegram, telephonic facsimile or other similar methods of communication, addressed to the person at such person’s address as it appears on the records of the Association.  Unless otherwise set forth herein; any notice required or permitted to be given by mail shall be deemed to be delivered when deposited in the United States mail, postage prepaid.

Section 8.12    Waiver of Notice.  Whenever notice is required to be given to any member or person, a waiver thereof in writing signed by one entitled to such notice whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.  Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE 9 – AFFILIATIONS

The Association may enter into affiliations with associations with common interests and purposes by.recommendation of the Board of Directors and two-thirds(2/3) voteof the full general membership, such vote to be taken in such a mannerto includeall members of the Association entitled to vote (whether or not present at a meeting) on a date to be specified in the Notice of Recommended Affiliation from the Board of Directors.

ARTICLE 10 – DISSOLUTION

Upon dissolution of the Association for any reason, a majority of the Board of Directors thenin office shall, after providing for the payment of all liabilities of the Association, dispose of all the assets by distribution to a tax exempt corporation organized under the laws of the State of Texas and qualifying as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code arid its regulations as they now exist or as they may hereafter be amended.

© Copyright 2010-2011, Houston Association of Bankruptcy Paralegals, All Rights Reserved. Web services by Camden Place Ltd., LLC Frontier Theme