AMENDED BYLAWS OF THE COLLIN COUNTY CRIMINAL
DEFENSE LAWYERS ASSOCIATION
These bylaws (referred to as the "Bylaws") govern the affairs of the Collin County Criminal Defense Lawyers Association, a nonprofit corporation (referred to as the "Corporation or as the Association") organized under the Texas Non—Profit Corporation Act (referred to as the "Act").
Section l. Principal Office.
The principal office of the Association shall be located at 2301 Virginia Parkway, McKinney, Texas 75071. The corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation.
Section 2. Registered Office and Registered Agent.
The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office of the Association shall be 2301 Virginia Parkway, McKinney, Texas 75071. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board of Directors may change the registered office and registered agent as provided in the Act.
Section l. Classes of Members.
The Association shall consist of the following membership classes: Resident Members, Non-Resident Members, Sustaining Members, Faculty Members, Honorary Members, and Associate Members.
Any person licensed to practice law by the Supreme Court of the State of Texas or any state of the United States or the District of Columbia or a territory of the United States and who is in good standing with each licensing authority by whom licensed, who resides or maintains an office for the practice of law within Dallas County or Collin County, Texas, shall be eligible for resident membership.
Any person licensed to practice law by the Supreme Court of the State of Texas or any state of the United States or the District of Columbia or a territory of the United States and who is in good standing with each licensing authority by whom licensed, who neither resides in nor has an office within Dallas County or Collin County, Texas, shall be eligible for non-resident membership.
Any person licensed to practice law by the Supreme Court of the State of Texas or any state of the United States or the District of Columbia or a territory of the United States and who is in good standing with each licensing authority by whom licensed, who is a member of the faculty of a law school and devotes their full time to law school work and does not maintain an office for the practice of law shall be eligible for law school membership.
The Executive Committee or the members may elect to honorary membership, any member of the legal profession who has made an outstanding contribution to the administration of justice or the advancement of the profession.
Any person who is not admitted to the practice of law in any jurisdiction, but who shall meet the following criteria, shall be eligible for associate membership:
Section 2. Privileges.
The person is employed by and supervised by a person licensed to practice law by the Supreme Court of the State of Texas or any state of the United States or the District of Columbia or a territory of the United States, or who is a member of the legal assistant Division of the State Bar of Texas;
The person’s primary employment involves or includes activities that concern criminal defense, whether or not said person is employed by and supervised by a licensed attorney. The board shall, at its discretion, consider whether an individual is eligible for membership under this subsection; and
The person is a full-time student enrolled in any law school.
Each member in good standing shall be entitled to all rights and privileges of membership, except that Non—Resident, Faculty, Honorary, and Associate members may not vote or hold office. No person may be a member of the Association unless and until all dues, other assessments, and all indebtedness owing to the Association by them have been fully paid.
Section 3. Annual Dues, Indebtedness, Other Financial Assessments.
Each member shall be required to pay annual dues on or before April 1st of each calendar year. The annual dues shall be set by the Board of Directors from time to time, and shall be effective April lst next following such decision of the Board of Directors. The Treasurer shall mail each member or dues notice on or before February 15th of each year. On March 15th of each year the Treasurer shall send a second dues notice to each member whose dues are unpaid notifying them that their membership will terminate on April l if their dues are not received on or before April l.
The Treasurer shall give sixty days’ notice of any other assessment or indebtedness. If said assessment or indebtedness remains unpaid, the Treasurer shall give a second notice on or before the 45th day that membership will terminate if not paid by the sixtieth (60) day.
Any member who shall fail to pay the annual dues or any other assessments or indebtedness to the Corporation on the due date shall be terminated or suspended pursuant to Section 5(A) of Article II, but shall be eligible for reinstatement upon full payment.
Section 4. Voting.
Resident members and Sustaining Members of the Association shall be entitled to one vote to be cast in person at meetings of the membership or by method determined by the Board of Directors. The members shall have a right to vote only on the following:
Section 5. Termination or Suspension of Membership & Withdrawal From Membership
the election of the members of the Board of Directors ;
the amendment of these bylaws;
for such other items as the Board of Directors shall elect to submit to the membership for its approval, and
as otherwise provided in these Bylaws.
A. The membership of any person who has failed or shall hereafter fail to pay the dues or any other assessment or indebtedness owing to the Corporation on or before the date due shall be terminated or suspended. The Association shall give prior written notice of the proposed termination or suspension by mailing such notice to the member at the address showing on the records of the Association as provided above.
B. Any member may voluntarily withdraw from membership in the Association by notifying the Association in writing of such withdrawal. Such withdrawal shall not operate to discharge any indebtedness owing to the Association which accrued prior to such withdrawal.
C. Any member who may in any way refuse or fail to comply with the Bylaws and the Constitution of the Association may, upon notice and hearing before the Board of Directors, or before a committee selected and designated by the Board of Directors for that purpose be terminated or suspended from membership in the Association.
Written notice of any such hearing shall be mailed to the member at the address shown on the records of the Association at least thirty (30) days prior to such hearing.
D. The Board of Directors may, after hearing and notice as set out on Section 5C above, terminate the membership of any member whose conduct, in the opinion of the Board of Directors is detrimental to the best interest of the corporation or the legal profession.
E. Any member who is licensed to practice law in any state of the United States or in the District of Columbia or a territory of the United States whose license to practice law is revoked or suspended shall have their membership in the Association suspended for a like period of time. Any member whose license to practice law is suspended or revoked shall give written notice to the secretary of the Association within thirty (30) days of such suspension or revocation becoming finally effective. The suspension period shall begin on the finally effective date of the suspension or revocation if timely notice of suspension or revocation is given and, if not given, then on the date determined by the Board of Directors.
Section 6. Reinstatement.
A personal that is terminated or suspended shall not be reinstated unless approved by a majority vote of the Board of Directors.
Section 7. Waiver of Interest in Association Property.
All real and personal property, including all improvements located on the property, acquired by the Association shall be owned by the Association. A member shall have no interest in specific property of the Association. Each member hereby expressly waives the right to require partition of all or part of the Association’s property.
Section l. Annual Meeting
MEETINGS OF MEMBERS
The annual meeting of the Association shall be held in April of each year at a place and on a date to be selected by the Board of Directors. The purpose of the annual meeting shall be the nomination of directors and officers (except the President and the immediate past President); the annual reports of the officers and committees, and the transaction of any other business as may come before the meeting.
Section 2. Monthly Meeting.
Monthly meetings of the Association shall be held on the second Thursday of each month at a time and at a place to be designated by the Board of Directors or designated by the officers. The Board of Directors may change the date of any meeting if the Board of Directors shall determine that such change would be necessary to present a particular program or accommodate a special function.
Section 3. Special Meetings.
Special meetings of the members may be called by the President or by a majority of the Board of Directors or may be called by the Secretary on the request of not less than five (5) members in writing. Members shall have not less than ten (10) days advance written notice of the time, place and purpose of any such special meeting.
Section 4. Quorum.
At any meeting, the members present shall constitute a quorum for the transaction of business. Any such transaction of business shall require the approval of a majority of said quorum.
Section 5. Notice of Meetings.
Members shall be given at least ten (10) days written notice of all meetings by the secretary. Notice can be given by US Mail, facsimile transmission, electronic transmission, or publication on the CCCDLA website.
Section l. Exercise of Corporate Powers.
BOARD OF DIRECTORS
The corporate powers, business, general management and property of the Association shall be exercised, conducted, and controlled by the Board of Directors.
Section 2. Members of the Board of Directors.
The Board of Directors shall consist of the officers of the Association and such additional directors as the Bylaws may from time to time provide. All members of the Board of Directors shall serve until their successors shall have been duly elected and qualified for office.
Section 3. Qualifications.
No person may be a candidate for the Board of Directors who is not a regular member in good standing and who has not been nominated in accordance with these bylaws.
Section 4. Nomination.
The Board of Directors shall appoint in January any three (3) members of the Association to be a nominating committee to select candidates for the offices of President-Elect, Vice-President, Secretary, Treasurer and such other directors as may be provided for under these bylaws and to report the names of the nominees to the Secretary by February 20th. The Secretary shall give written notice to the membership at least ten (10) days in advance, of the March meeting of the nominating committees’ nominees together with notice that additional nominations will be received from the floor at the March membership meeting. The Secretary shall give the members at least ten (10) days advance written notice prior to the annual meeting of all candidates nominated for office. All notices under this section can be given by US Mail, facsimile transmission, and/or electronic transmission, or publication on the CCCDLA website.
Section 5. Election.
Directors shall be elected at the annual meeting by secret ballot of the members present at the meeting. The nominating committee shall count the ballots and report the results to the members present.
Section 6. Meeting.
The Board of Directors shall meet at least quarterly, at a time and place as determined by the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the President or in his absence, by the President—Elect, or by a majority of the members of the Board of Directors.
Section 7. Notice of Meetings.
Notice of all meetings of the Board of Directors shall be e-mailed to each director at his last known e-mail address at least five (5) business days prior to the time of each meeting. Notice of special meetings shall additionally describe the business to be transacted at the special meeting.
Section 8. Removal of Board Member.
Pursuant to Article IV, Section l of these bylaws empowering the Board of Directors to act for the benefit of the Association, any individual board member, officer, or individual member may, by written or verbal motion without second, made at least ten (10) days in advance of a general meeting, motion the general membership for removal of a board member. The ten day notice requirement is waived where a verbal motion is made at a general meeting and seconded. Once motioned under this section, the presiding officer pursuant to Art. VI, Section 2 may continue said motion to a future meeting or present said motion for a vote to the general membership. No officer subject to motion under this provision may preside over said meeting.
Section 9. Quorum.
A majority of the directors shall constitute a Quorum of the Board of Directors at all meetings.
Section 10. Waiver of Notice or Consent to Meetings.
The transactions of any meeting of the Board of Directors however called and noticed or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and it, either before or after the meeting, each of the members not present signs a written waiver of notice or consent to the holding of that meeting, or an approval of the minutes thereof. All waivers, consents, or approvals shall be made a part of the minutes of the meeting.
Section 11. Consent to Action without Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to that action and the written consent or consents are filed with the minutes of the proceedings of the board. Written consent shall include and not be limited to electronic communication.
Section 12. Meeting by Telephone.
Any meeting of the Board of Directors may be held by telephone conference call in which all or certain of the Directors are not physically present at the place of the meeting, but all participate in the conduct thereof by telephone. For the purpose of determining the presence of a quorum and for all voting purposes at such a meeting, all participating Directors shall be considered present and acting.
Section 13. Minutes.
Minutes shall be kept of each meeting of the Board of Directors. The original or a copy of the minutes, certified by the Secretary or in the Secretary’s absence, such other person as the President designates and shall be placed in the Association’s minute book.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have the following powers and duties:
A. To conduct and control the affairs and business of the Corporation and to make rules and regulations for the guidance of the officers and management of its affairs;
B. To appoint and remove, at pleasure, all agents and employees of the Association, prescribe their duties, fix their compensation and require from them, if available, security for faithful service; provided, however, no relative of any officer shall be employed in any capacity;
C. To select one or more banks to act as depository of the funds of the Association, and to determine the manner of receiving, depositing and disbursing the same; and form of checks and person or persons by whom same shall be signed with the power to change such banks, or person or persons signing such checks, and terms thereof; at will;
D. To keep a complete record of all its acts, and of the proceedings of its meetings, and to present a full statement at the regular Annual Meeting of the members, showing in detail the condition of the affairs of the Association;
E. To supervise all agents and employees and see that their duties are properly performed including but not limited to reasonable oversight of officers and their activities as being compliant and directed towards achieving the ends of these bylaws;
F. To establish rules and regulations with respect to applications for and admissions to membership; provided, however, that rules and regulations promulgated under this section shall not limit or restrict the power of the Board of Directors to review and approve or reject any application referred to the Board of Directors;
G. To install such system of bookkeeping and auditing that each member may know and be advised, from time to time, fully concerning the receipts and disbursements of the Corporation, and provide an accounting period on which the books and records shall be kept; and
Section l. Number & Term.
A. The officers of the Association shall be a President, a President—Elect, a Vice President, a Secretary, a Treasurer, and an immediate Past President; and, the officers shall also be Directors of the Association. Upon the completion of the term of each President, the President-Elect shall become President of the Association, and the previous President shall become the immediate Past President, without further vote of the membership.
B. Except as hereinafter provided, each of said officers shall serve for a term of one (1) year.
Section 2. Vacancies.
A. If the office of President shall become vacant, the President—Elect shall succeed to such office.
B. If a vacancy shall occur in the office of the President-Elect more than sixty (60) days prior to the next annual meeting of the members, because the President-Elect has succeeded to the office of President to fill the unexpired term of the president or because of any other reason, a meeting of the Association shall be held within thirty (30) days after the occurrence of such vacancy upon two (2) weeks written notice being given to all members of the Association by the President then serving, at which meeting nominations shall be made and an election shall be held to fill such vacancy, and the President-Elect then chosen shall immediately, upon such election, assume office for the unexpired term of his predecessor.
C. If an officer shall have served as President by virtue of succession pursuant to Section 2.A. of this Article, he shall serve an additional one (1) year term in such office.
D. If an officer shall have served as President—Elect by virtue of election pursuant to Section 2.B. of this Article to fill a vacancy created when his predecessor succeeded to the presidency pursuant to Section 2.A. of this Article, he shall serve an additional (l) Year term in the office of President-Elect and such office shall not be open for nominations at the annual meeting of the members next following his election as President-Elect.
E. If a vacancy shall occur in the office of Vice President, Secretary, or the Treasurer, or any other Board of Director position, the Board of Directors shall, by a majority vote, till such vacancy and the person so elected shall serve for the unexpired term of his predecessor.
Section 3. Duties.
The President shall preside at all meetings of the Association and meetings of the Board of Directors. He shall perform duties ordinarily incident to his office, shall recommend such action as he deems proper, and sign such papers of the Association as he may be authorized or directed by the Board of Directors.
The President-Elect shall act as president in the absence of the President, plan programs in cooperation with the Board of Directors and perform such other duties as may be assigned him by the president of the Association.
C. Vice President:
The Vice President shall act as President—Elect in the absence of the President-Elect, plan programs in cooperation with the Board of Directors and perform such other duties as may be assigned by the President of the Corporation.
The Secretary shall keep minutes of meetings, send out notices, shall be custodian of correspondence files. The Secretary shall assist committee chairmen in carrying out the work of committees and shall perform such other duties as may be assigned to him by the President. Upon being succeeded in office, the Secretary shall turn over all corporation records and correspondence to the succeeding Secretary. The Secretary shall also advise Board Members on the proper application of the Bylaws and on the proper way to conduct the Association's business.
The Treasurer shall receive and disburse all funds of the Association, and shall deposit or invest its money in a manner approved by the Board of Directors. The Treasurer shall submit at the annual meeting a report of monies received and expended, amounts due the Association and an estimate of the resources and expenses for the ensuing year. Upon being succeeded in office, the Treasurer shall turn over all Association funds and financial records to the succeeding Treasurer.
F. Membership Chairman
The Member Chairman shall be responsible for developing programs and activities to recruit new members for the Association and plan social activities for current members. The Membership Chairman shall organize activities with other organizations relevant to Association business (e.g., Collin County DA's Office) and perform other duties as assigned by the President.
G. Immediate Past President
The Immediate Past President shall be a special advisor to the President and the Board of Directors and perform other duties as may be assigned him by the president of the Association.
Section 4. Executive Director or Executive Secretary.
The Board of Directors may hire and assign duties to an executive director or executive secretary of the Corporation, who shall be assigned duties and given compensation as the Board of Directors directs.
Section 1. Activities Committee.
Upon taking office on April 1, the President may appoint a person to be chairman of the activities committee. Thereafter, the President and the Chairman may select two or more additional members to serve on the committee. The duties of the activities committee are as follows:
A. Aid in the planning of monthly meetings and annual activities, in the location of places to hold the meetings, and in the speakers or programs to be held at the meetings; and
B. Contact the membership prior to each meeting to remind members of the upcoming meeting or event.
Section 2. Special Committees.
The president may appoint special committees and define their duties. Special committees shall automatically cease to exist at the end of the term of office of the appointing president, unless continued by the new president.
Section l. Corporate Appropriation.
APPROPRIATIONS AND EXPENSES
Appropriations of Association funds for officer, committee or other expense shall be made by the Board of Directors.
Section 2. Liabilities in Excess of Appropriation.
Any liability incurred by an Association officer or committee in excess of the appropriation authorized by the Board of Directors shall be the personal liability of the person or persons responsible for incurring or authorizing same.
Section 3. Duties of Director.
Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the corporation or another person that were prepared or presented by a variety of persons, including officers and employees of the corporation, professional advisors or experts such as accountants. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Section 4. Duty to Avoid Improper Distributions.
Directors who vote for or assent to improper distributions are jointly and severally liable to the corporation for the value of improperly distributed assets, to the extent that debts, obligations and liabilities of the corporation are not thereafter paid and discharged. Any distribution made when the corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the corporation insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. Directors present at a board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment.
A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation, legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the assets of the Corporation to be at least that of their book value; or (3) in determining whether the corporation made adequate provision for payment, satisfaction, or discharge of all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation. Directors who are held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is the proportion to the amount received by each such person.
Section l. Gifts
TRANSACTIONS OF THE CORPORATION
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Association federal and state tax status.
Section 2. Prohibited Acts.
As long as the Association is in existence, and except with the prior order of the Board of Directors, no member, director, officer, or committee member of the Association shall:
A. Do any act in violation of the bylaws or a binding obligation of the Association.
B. Do any act with the intention of harming the corporation or any of its operations.
C. Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Association.
D. Receive an improper benefit from the operation of the Association. t
E. Use the assets of this Association, directly or indirectly, for any purpose other than carrying on the business of this corporation.
F. Wrongfully transfer or dispose of Association property, including intangible property such as good will.
G. Use the name of the Association (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Association in the, ordinary course of the Association’s business.
H. Disclose any of the Association’s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.
AMENDMENTS TO BYLAWS
The Bylaws may be adopted, amended, or rescinded by a majority vote of the members present and voting at any annual, monthly, or special meeting, provided that notice of such proposed change shall be given in writing to all members ten (10) days in advance of the meeting at which the vote is to be taken.
Section 1. Legal Authorities Governing Construction of Bylaws.
The Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
Section 2. Legal Construction.
If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
Section 3. Headings.
The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.
Section 4. Gender.
Wherever the context requires, all words in the bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.