Please read the following proposed SABA Bylaws.
A vote will be conducted at the September 10 SA Bar Association Annual Meeting to approve the updated bylaws to comply with current non-profit best practices.
Changes include deleting archaic language, deleting the position of Vice President and allowing for business to be conducted electronically. These updates permit the board of directors to respond in a more timely fashion and direct deliverables in the SABA Policy and Procedures.
SAN ANTONIO BAR ASSOCIATION
TABLE OF CONTENTS
Section 1.01 Name 1
Section 1.02 Purpose 1
ARTICLE II – BOARD OF DIRECTORS 1
Section 2.01 General Powers 1
(a) Management by the Board 1
(b) Delegation 1
(c) Broad Powers 1
Section 2.02 Number; Composition 1
Section 2.03 Qualifications 1
Section 2.04 Nominations 2
Section 2.05 Election; Staggered Terms 2
Section 2.06 Resignation 2
Section 2.07 Removal 2
Section 2.08 Vacancies 2
Section 2.09 Quorum 2
Section 2.10 Meetings of the Board 2
(a) Regular Meetings 2
(b) Special Meetings 2
(c) Notice 2
(d) Meeting by Remote Communication 3
Section 2.11 Action Without a Meeting 3
ARTICLE III – POWERS OF THE BOARD 3
Section 3.01 Powers of the Board 3
Section 3.02 Authority of the Executive Director 4
ARTICLE IV – OFFICERS 4
Section 4.01 Composition 4
Section 4.02 Qualifications 4
Section 4.03 Nominations 4
Section 4.04 Election 4
Section 4.05 Term 4
Section 4.06 Resignation 4
Section 4.07 Removal 4
Section 4.08 Vacancies 5
ARTICLE V – DUTIES OF THE OFFICERS 5
Section 5.01 President 5
Section 5.02 President-Elect 5
Section 5.03 Immediate Past President 5
Section 5.04 Secretary 5
Section 5.05 Treasurer 6
ARTICLE VI – NOMINATIONS AND ELECTIONS 6
Section 6.01 Nominations 6
(a) By the Nominating Committee 6
(b) By Written Petition 6
(c) Electronic Ballots 6
Section 6.02 Elections 7
(a) Rules 7
(b) Results 7
(c) Announcement 7
ARTICLE VII – COMMITTEES AND SECTIONS 7
Section 7.01 Standing Committees 7
(a) Nominating Committee 7
Section 7.02 Sections 7
Section 7.03 Fees 7
Section 7.04 Actions of the Committees and Sections 7
ARTICLE VIII – MEMBERSHIP 8
Section 8.01 Membership Types and Dues 8
Section 8.02 Suspension or Termination 8
Section 8.03 Reinstatement 8
Section 8.04 Applications and Approval 8
Section 8.05 Meetings of the Members 8
(a) Annual Meeting 8
(b) Regular Meetings 8
(c) Special Meetings 8
(d) Notice 8
(e) Meeting by Remote Communication 8
Section 8.06 Membership Quorum 8
ARTICLE IX – INSURANCE AND INDEMNIFICATION 9
Section 9.01 Insurance 9
Section 9.02 Indemnification 9
ARTICLE X – GENERAL PROVISIONS 9
Section 10.01 Money 9
(a) Deposits and Withdrawals 9
(b) Loans 9
Section 10.02 Fiscal Year 9
Section 10.03 Invalid Provisions 9
Section 10.04 Headings 9
ARTICLE XI – AMENDMENTS 9
Section 11.01 Amendments 9
CERTIFICATE OF THE SECRETARY 11
BYLAWS OF THE
SAN ANTONIO BAR ASSOCIATION
(Adopted _____, 2020)
NAME AND PURPOSE
Section 1.01Name. The name of the corporation is San Antonio Bar Association (the “Association”).
Section 1.02Purpose. The Association is organized as a nonprofit corporation and shall be operated to carry out the purposes set forth in the Articles of Incorporation of the Association and to conduct any other activities to accomplish such purposes as the Board of Directors (the “Board”) may determine to be appropriate or useful and as are not forbidden by Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any other provision in these Bylaws, the Association shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a tax-exempt organization described in Section 501(c)(6) of the Code and its regulations as they now exist or may hereinafter be amended.
BOARD OF DIRECTORS
Section 2.01General Powers.
- Management by the Board. The business and affairs of the Association shall be managed under the direction of the Board (each member of the Board, a “Director”; collectively, the “Directors”).
- Delegation. The Board may delegate the management of the Association’s activities to any person or persons, management company, or committee however composed, provided that the activities and affairs of the Association are managed under the ultimate direction of the Board.
- Broad Powers. To carry out its purpose under these Bylaws, the Board shall have the powers and duties set forth in Section 3.01 along with all such other powers and duties as are consistent with the provision of these Bylaws.
Section 2.02Number; Composition. The Board shall consist of thirteen Directors, which shall include (i) eight persons elected to the Board in accordance Section 2.05, and (ii) five persons holding the five officer positions set forth in Section 4.01.
Section 2.03Qualifications. Directorships shall not be denied to any person based on race, creed, sex, sexual orientation, sexual identity, religion, age, actual or perceived disability, uniformed service, and/or national origin. All Directors must be concurrent members of the Association (each, a “Member”; collectively, the “Members”).
Section 2.04Nominations. Members shall be nominated by current Directors and in accordance with the nominating procedures set forth in Section 6.01 to fill each elective Director position.
Section 2.05Election; Staggered Terms. In accordance with the election procedures set forth in Section 6.02, eight non-officer Directors shall be elected by the Members to serve two‑year terms, with such two-year terms staggered so that four Directors are elected by the Members each year. Newly elected Directors shall be formally approved as members of the Board by a majority of the Board at each annual Board meeting.
Section 2.06Resignation. Any Director who ceases to be a Member of the Association for any reason shall automatically resign such person’s Director position. Any Director may resign at any time by delivering written notice to the Board. Such resignation shall take effect upon the Board’s receipt of the notice or, if later, at the time specified in the notice.
Section 2.07Removal. Any Director who is guilty of any conduct that is detrimental to the Association shall cease to be a Director upon resolution to that effect by at least eight Directors of the Board (a “Supermajority”).
Section 2.08Vacancies. Any vacancy occurring on the Board shall be filled by a majority vote of the Board, and the person selected to fill such vacancy shall serve for the unexpired term of such person’s predecessor.
Section 2.09Quorum. A quorum of the Board shall be seven Directors unless the President or a majority of the Board present at a meeting of the Board determines that an issue is of such importance that six Directors shall constitute a quorum.
Section 2.10Meetings of the Board.
- Regular Meetings. As soon as practicable following the election of the officers (each, an “Officer”; collectively, the “Officers”) and Directors of the Association, the newly elected Board shall hold a regular meeting and organize. In addition to the first meeting, the Board shall meet at least bi‑monthly thereafter at such time and place and by such means as the Board may determine.
- Special Meetings. A special meeting of the Board shall be held whenever called by the President or by a majority of the Directors. Any and all business of the Association may be transacted at a special meeting.
- Notice. Notice of the time, place, and means of all meetings of the Board shall be delivered to each Director in advance of such meeting in accordance with such policies and procedures as the Board may adopt from time to time and any applicable notice requirements set forth in the Texas Business Organizations Code (the “TBOC”). Directors may elect to waive notice of any Board meeting by attending such meeting. Except as otherwise expressly provided herein or by statute, notice of any meeting of the Board need not state the business to be transacted at or the purpose of such meeting.
- Meeting by Remote Communication. Any one or more Directors or any committee of the Board may participate in a meeting of the Board or of such committee by means of a conference telephone, video conference, or similar electronic communications equipment or system. Participation by such remote means shall constitute presence in person at a meeting, provided that all meeting participants can communicate with each other through such means.
Section 2.11Action Without a Meeting. Any action required by law or otherwise permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if all of the Directors or members of the committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents thereto shall be filed with the minutes of the proceedings of the Board or such committee.
POWERS OF THE BOARD
Section 3.01Powers of the Board. The Board shall have the powers to:
- conduct, manage, and control the business of the Association;
- make rules and regulations for the guidance of the Officers, Directors, standing and special committees, sections, and overall management of the affairs of the Association;
- call special meetings of the Members when, in the Board’s discretion, such meetings are deemed necessary or when required to do so upon written request of ten percent of the Members;
- select one or more federally insured financial institutions to act as depository of the funds of the Association; determine the manner of receiving, depositing, and disbursing such funds, the form of checks, and the person or persons who shall be authorized to sign such checks; and make changes at will to any of the foregoing in this Section 3.01(d);
- appoint an executive director (the “Executive Director”) to control and manage the daily affairs of the Association; delegate to the Executive Director any delegable duties assigned to the Officers and/or the Board; delineate the extent of the Executive Director’s authority in accordance with Section 3.02; and supervise and review the decisions of the Executive Director to see that the Executive Director’s duties are being properly performed;
- communicate and coordinate with the San Antonio Bar Foundation (“SABF”) as necessary to satisfy the Board’s SABF Board of Trustees responsibilities; and
- perform such acts as are consistent with the provisions of these Bylaws.
Section 3.02Authority of the Executive Director. The Executive Director shall have the authority to:
- appoint and remove all agents, contractors, and employees of the Association (collectively, “Staff”); provided, however, that no relative of any Officer or Director shall be employed by the Association;
- prescribe the respective titles, terms of office, authorities, and duties of Staff; fix Staff compensation in amounts reasonable for services provided to the Association; and, if appropriate, require security from Staff for their service to the Association;
- perform any duty delegated to the Executive Director by the Board; and
- take any other actions that may be necessary or desirable to control and manage the daily affairs of the Association, subject to the supervision of the Board.
Section 4.01Composition. The Officers of the Association, having the powers and performing the duties set forth in Article V, shall consist of a President, a President-Elect, a Secretary, a Treasurer, and an Immediate Past President. The President shall be the President‑Elect of the preceding year. The Immediate Past President shall be the President of the preceding year. All other Officers shall be elected pursuant to Section 4.04.
Section 4.02Qualifications. No Director serving a two-year term shall be eligible to run for an Officer position until completing such Director’s two-year term. All Officers shall be subject to the supervision and direction of the Board.
Section 4.03Nominations. Members shall be nominated to fill each elective Director position in accordance with the nominating procedures set forth in Section 6.01.
Section 4.04Election. The President-Elect, Secretary, and Treasurer shall be elected annually by the majority vote of the Members in accordance with the election procedures set forth in Section 6.02.
Section 4.05Term. Each Officer shall serve a one-year term and shall hold office until such Officer’s successor is duly elected and qualified or until such Officer’s earlier death, resignation, or removal.
Section 4.06Resignation. Any Officer may resign at any time by delivering written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect at the time of the Board’s receipt of the notice or, if later, at the time specified in the notice.
Section 4.07Removal. Any Officer may be removed at any time, with or without cause, by the vote of a Supermajority of the Board.
Section 4.08Vacancies. If the office of the President becomes vacant, the President‑Elect shall succeed to such office. If a vacancy occurs in any other office, the Board shall fill such vacancy by a majority vote, and the person so selected shall serve for the unexpired term of such person’s predecessor.
DUTIES OF THE OFFICERS
Section 5.01President. The President shall:
- preside over all meetings of the Members and of the Board;
- keep the Board fully informed of the activities of the Association;
- sign such papers of the Association as the President may be authorized or directed by the Board to sign from time to time or as otherwise provided by law;
- be an ex-officio member of all committees of the Association;
- exercise such appointive powers as permitted by these Bylaws;
- communicate and coordinate with SABF as necessary to satisfy its responsibilities as Chair of the SABF Board of Trustees; and
- have the general powers and duties of supervision and management of the Association that usually pertain to the office of the President.
Section 5.02President-Elect. The President-Elect shall be an ex-officio member of all standing and special committees of the Association. Upon conclusion of the President’s term of office, the President-Elect shall automatically become the President.
Section 5.03Immediate Past President. The Immediate Past President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and perform such other duties as the Board may prescribe.
Section 5.04Secretary. The Secretary shall:
- record and keep the minutes of the meetings of the Board and such other papers pertaining to the Association as the Secretary may be authorized or directed by the Board to keep;
- see that all notices and reports are given and served by the Association as required by law or these Bylaws;
- communicate and coordinate with SABF as necessary to satisfy its responsibilities as Secretary of the SABF Board of Trustees; and
- have such other powers and perform such other duties as usually pertain to the office of the Secretary.
Section 5.05Treasurer. The Treasurer shall:
- report the financial status of the Association;
- have the charge and custody of, and responsibility for, all funds and securities of the Association;
- keep full and accurate accounts of all monies received by and paid to the Association;
- have the discretion to appoint a member of the Association Staff to perform the foregoing duties of the Treasurer if such appointment is deemed to be in the best interests of the Association;
- communicate and coordinate with SABF as necessary to satisfy its responsibilities as Treasurer of the SABF Board of Trustees; and
- have such other powers and perform such other duties as usually pertain to the office of the Treasurer.
NOMINATIONS AND ELECTIONS
- By the Nominating Committee. The Nominating Committee (as defined in Section 7.01) may nominate two or more Members for each elective Director and Officer position to be filled. Such nominations shall be made in accordance with such policies and procedures as the Board may adopt from time to time, and a list of such nominations (the “Nominee List”) shall be published in an official publication of the Association in the month in which such nominations are made or the following month.
- By Written Petition. Other nominations may be made by submitting a written petition to the Nominating Committee, requesting and designating the name or names of other Members to be placed on the Nominee List. Such submissions shall be made in accordance with, and signed by the number of Members required by, such policies and procedures as the Board may adopt from time to time.
- Electronic Ballots. The Association shall prepare electronic ballots containing the names of the nominees and indicating the office for which each nominee is nominated. All such ballots shall be provided to the Members along with a notice specifying the timing requirements for completing and returning the ballot, as determined by the Board, in accordance with such policies and procedures as the Board may adopt from time to time.
- Rules. The Board shall determine the rules and guidelines for the election of the Officers and Directors. Failure by any Member to follow the rules and guidelines prescribed by the Board may result in the nullification of such Member’s ballot and/or candidacy, as applicable. No nominee may serve as the tabulator.
- Results. In the case of Directors, the four nominees receiving the largest number of votes shall be declared elected. In the case of Officers, the nominee receiving the largest number of votes shall be elected to the respective office for which such nominee was nominated.
- Announcement. The President shall announce the results of the election of the Directors and Officers in accordance with such policies and procedures as the Board may adopt from time to time.
COMMITTEES AND SECTIONS
Section 7.01Standing Committees. The President shall appoint a nominating committee (the “Nominating Committee”) in accordance with Section 7.01(a) and may appoint the members of all other standing committees as the Board may determine are appropriate. The President may designate a chair (the “Chair”) and vice-chair (the “Vice-Chair”) for each committee. If appointed, the Chair and the Vice-Chair shall serve during such person’s term in office. The Chair of each committee shall have the responsibility of seeing that the committee functions in accordance with the purpose for which such committee was organized and to file a written report with the Board of the activities of such committee prior to the Annual Meeting.
- Nominating Committee. The President, acting upon the advice and consideration of the Board, shall appoint a Nominating Committee consisting of no fewer than seven Members. The Nominating Committee is responsible for screening, recruiting, and recommending to the Board candidates for each elective Director and Officer position and shall carry out the nominating procedures set forth in Section 6.01(a).
Section 7.02Sections. The Board may from time to time authorize the formation and/or dissolution of sections of the Association. Any member of a section must be a Member of the Association. Subject to the prior approval of the Board, each section shall adopt bylaws.
Section 7.03Fees. The Board may assess and collect an administrative fee for each section of the Association. Any section that is assessed such a fee shall be provided quarterly financial statements by the Association.
Section 7.04Actions of Committees and Sections. No committee or section shall commit the Association, take any action in the name of the Association, or make any public statement in the name of the Association without first obtaining the Board’s express prior approval.
Section 8.01Membership Types and Dues. The Association shall determine the types of membership in the Association and the criteria for each type of membership status. Membership in the Association is conditioned on receipt by the Association of dues (“Dues”) in the amount set by the Board for each fiscal year.
Section 8.02Suspension or Termination. The Board may, after reasonable notice, suspend or terminate the membership of any Member for such Member’s failure to pay Dues when due and payable or failure to otherwise comply with these Bylaws.
Section 8.03Reinstatement. When any person has ceased to be a Member for any reason, the Board may, in its sole discretion, reinstate such person to membership.
Section 8.04Applications and Approval. Applications for membership shall be referred by the Executive Director to the Board for review and approval by the Board at each regular Board meeting.
Section 8.05Meetings of the Members.
- Annual Meeting. The annual meeting of the Members (the “Annual Meeting”) shall be held at such time and place and by such means as the Board shall determine. At each Annual Meeting, the Members shall elect the Directors and the Officers and transact such other business as may be properly brought before the meeting.
- Regular Meetings. Regular meetings of the Members shall be held at such time and place and by such means as the Board may determine.
- Special Meetings. Special meetings may be called by the President, by a majority of the Directors, or by the President or the Board upon the written request of ten percent of the Members.
- Notice. Notice of the time, place, and means of any meeting of the Members shall be delivered to the Members in advance of such meeting in accordance with such policies and procedures as the Board may adopt from time to time and any applicable notice requirements set forth in the TBOC. Notice of any special meeting of the Members shall set forth the purpose or purposes for which the meeting is called.
- Meeting by Remote Communication. Any one or more Members may participate in a meeting of the Members by means of a conference telephone, video conference, or similar electronic communications equipment or system. Participation by such remote means shall constitute presence in person at a meeting, provided that all meeting participants can communicate with each other through such means.
Section 8.06Membership Quorum. Ten percent of the Members entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Members; provided, however, that if a quorum is not present at a meeting of the Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
INSURANCE AND INDEMNIFICATION
Section 9.01Insurance. The Association shall purchase and maintain insurance for the Officers and Directors.
Section 9.02Indemnification. The Association shall indemnify the current or former Directors, Officers, and/or Staff of the Association to the fullest extent permitted by law.
- Deposits and Withdrawals. All money collected or received for the account of the Association shall be deposited as and when received in a federally insured financial institution selected by the Board and may be withdrawn only in accordance with such policies and procedures as may be adopted by the Board from time to time.
- Loans. The Board shall have the power to determine when and under what terms the Association may borrow money.
Section 10.02Fiscal Year. The Association shall keep its books and accounts and otherwise conduct its affairs on the basis of a fiscal year beginning on August 1 each year and ending on July 31 of the next succeeding year.
Section 10.03Invalid Provisions. If any provision of these Bylaws is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; these Bylaws shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from these Bylaws. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of these Bylaws a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
Section 10.04Headings. The headings used in these Bylaws are for reference purposes only and do not affect in any way the meaning or interpretation of these Bylaws.
Section 11.01Amendments. These Bylaws may only be amended by a majority vote of the Members present and entitled to vote at any meeting of the Members. Written notice of the proposed amendment shall be provided to all Members not less than fourteen nor more than forty‑nine calendar days prior to the date of such meeting. Such notice shall also contain a copy of the proposed amendment to these Bylaws. Notwithstanding any other provision in these Bylaws, no proposed amendment to these Bylaws may be submitted to the Members for a vote unless and until such proposed amendment shall have been approved by the Board.
[Certificate of Secretary follows]
CERTIFICATE OF SECRETARY
I, ____________________, hereby certify that I am the duly elected and acting Secretary of the San Antonio Bar Association and that the foregoing Bylaws are a true and correct copy of the Bylaws of the San Antonio Bar Association, as duly adopted by approval at a meeting on _________, 2020.
IN WITNESS WHEREOF, I have hereto set my hand this ____ day of _________, 2020.
SAN ANTONIO BAR ASSOCIATION