AMENDED AND RESTATED BYLAWS of the DALLAS BAR ASSOCIATION
(as amended November 6, 2020)
ARTICLE I
The DALLAS BAR ASSOCIATION may be hereinafter referred to as the “Association.” The purposes for which this
Association is formed are set forth in the Amended and Restated Certificate of Formation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number: The corporate powers, business and property of the Association shall be exercised,
conducted and controlled by a Board of twenty-six (26) Directors.
Section 2. Election: The Board of Directors (each a
“Director” or “Board Member”) shall consist of twelve (12)
Directors elected by the Members of the Association, three
(3) Directors-At-Large elected in accordance with the
provisions of Article II, Section 4 of these Bylaws, and eleven
(11) Directors who shall be the President, the PresidentElect, the First Vice-President, the Second Vice-President,
the Secretary-Treasurer, the immediate Past President of
the Association and the Presidents (if Members of the
Association) of the Dallas Association of Young Lawyers, the
J.L. Turner Legal Association, the Dallas Hispanic Bar
Association, the Dallas Asian American Bar Association,
and the Dallas Women Lawyers Association (the “Sister Bar
Directors”), all of whose terms shall be concurrent with their
terms in office. The offices of six (6) of the twelve (12)
elected Directors shall expire each year, and such offices
shall be filled by election of Directors for a term of two (2)
years. Any Director who ceases to be a Member of the
Association, for any reason, or who is guilty of any conduct
detrimental to the welfare of the Association, shall cease to
be a Member of the Board of Directors as soon as a majority
thereof shall pass a resolution to such effect.
Section 3. Meetings: As soon as practicable after
January 1 next following the election of Officers and
Directors, the newly elected Board shall hold a regular
meeting and organize by the election of a Chair and a ViceChair and any other administrative officers, as provided in
Article V of these Bylaws. Also at such meeting, the Board
shall transact any other business. Notice of such meeting is
here dispensed with.
In addition to the first meeting, the Board of Directors shall
hold regular meetings at least once each month, unless
otherwise cancelled by the President, at such time and place
as the Board may determine. The Board shall elect the
Dallas Bar Foundation Trustees at its regular meeting in
October.
Section 4. Directors-At-Large: The Board shall,
during its first regular meeting in each calendar year, select
one (1) Director-At-Large to serve for a term of two (2) years
and one (1) Director-at-Large who shall be a judge sitting in
Dallas County who is a Member of the Association to serve
for a term of one (1) year. No member shall serve as a
Director-At-Large for more than one (1) term. Directors-AtLarge shall have the same powers and duties as any other
Director of the Association.
Section 5. Special Meetings: A Special Meeting of
the Board of Directors shall be held whenever called by the
Chair, or in his or her absence the Vice-Chair, or by the
President, or by a majority of the Directors. Any and all
business may be transacted at a Special Meeting.
Section 6. Notice of Meetings: Notice of all meetings
of the Board of Directors shall be mailed (which may be by
electronic mail) to each Director at his or her last known
address at least three (3) days prior to the time of each
meeting. The Directors may, by unanimous consent, hold a
meeting for the transaction of any and all business by
entering an order on the minutes to that effect, or to execute
a waiver to be attached to the minutes.
Section 7. Vacancies: If a vacancy shall occur on the
Board of Directors, among members elected as Directors
only, the vacancy shall be filled by election by the other
members of the Board of Directors in office; and such new
Director shall hold office until the expiration of the term of his
or her predecessor. In the event that any Board member,
including the Sister Bar Directors, fails to attend five (5)
regular meetings during any calendar year, the office of such
Board member shall become vacant, unless otherwise
determined by the Board of Directors. If a Sister Bar Director
vacancy occurs, the vacancy shall be filled by the
association whose Sister Bar Director position became
vacant. For purposes of this Section 7 a regular meeting
shall be defined as a meeting when at least fifteen (15) days
notice (which may be by electronic mail) has been given to
the Board members.
Section 8. Quorum: A majority of the Directors shall
constitute a quorum of the Board at all meetings.
Section 9. Advisory Directors: The delegates of the
Association to the House of Delegates of the American Bar
Association, the members from Dallas County of the Board
of Directors of the State Bar of Texas (including PresidentElect and President), the President of the Dallas LGBT Bar
Association, and the Presidents-Elect of the Dallas
Association of Young Lawyers, the J.L. Turner Legal
Association, the Dallas Hispanic Bar Association, the Dallas
Asian American Bar Association, and the Dallas Women
Lawyers Association shall each be an ex-officio Advisory
Director of the Association. Advisory Directors must also be
Members of the Association. Advisory Directors shall have
all the privileges of a Director of the Association, except the
right to vote. However, any person who is duly elected as a
Director of the Association shall not be disqualified from
serving because such person holds one of the offices named
in the first sentence of this Section 9.
ARTICLE III
POWERS OF DIRECTORS
The Directors shall have the power:
1. To conduct, manage and control the affairs and business
of the Association; and to make rules and regulations for the
guidance of the officers and management of its affairs; and
2. To appoint and remove, at their sole discretion, 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 or Director shall be employed in any
capacity; and
3. To call Special Meetings of the Members when they
deem it necessary; and they must call a meeting at any time
upon written request of ten percent (10%) of the Members;
and
4. To select one or more financial service companies 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 depositories, or person or persons signing such
checks, and terms thereof, at will; and
5. To elect and remove the Trustees of the Dallas Bar
Foundation in the manner and for the terms prescribed by
the Foundation’s Articles of Incorporation and Bylaws.
ARTICLE IV
DUTIES OF DIRECTORS
It shall be the duty of the Board of Directors:
1. To keep a complete record of all its acts, and of the
proceedings of its meetings, and it may present a full
statement at the regular Annual Meeting of the Members,
showing in detail the condition of the affairs of the Association; and
2. To supervise all agents and employees and see that their
duties are properly performed; and
3. 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 to approve or reject any application
referred to the Board; and
4. 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
Association, and provide an accounting period on which the
books and records shall be kept.
ARTICLE V
OFFICERS
Section 1. Officers: The Officers of the Association
shall be a President, a President-Elect, a First VicePresident, a Second Vice-President, a Secretary-Treasurer,
and an Immediate Past-President, together with any other
administrative officers whom the Board of Directors may see
fit, in its discretion, to provide for by resolution entered upon
its minutes. The President-Elect for the preceding year shall
be the President, the President for the preceding year shall
be the Immediate Past President, and there shall be elected
a President-Elect, a First Vice-President, a Second VicePresident and a Secretary-Treasurer. Except as hereinafter
provided, each of said Officers shall serve for a term of one
(1) year and none of them shall succeed themselves.
Section 2. Vacancy in Office of President: If the
office of President shall become vacant, the President-Elect
shall succeed to such office.
Section 3. Vacancy in Office of President-Elect: If
a vacancy shall occur in the office of 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 notice
(which may be by electronic mail) 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 in the same manner
provided in Article XII hereof, and the President-Elect then
chosen shall immediately, upon such election, assume office
for the unexpired term of his or her predecessor.
Section 4. Additional Term: (a) If an Officer shall
have served as President by virtue of succession pursuant to
Section 2 of this Article V, he or she shall serve an additional
one (1) year term in such office.
(b) If an Officer shall have served as President-Elect by
virtue of election pursuant to Section 3 of this Article V to fill
a vacancy created when his or her predecessor succeeded
to the Presidency pursuant to Section 2 of this Article V, he
or she shall serve an additional one (1) 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 or her election as President-Elect.
Section 5. Other Vacancy: If a vacancy shall occur in
the office of First Vice-President, Second Vice-President, or
Secretary-Treasurer, the Board of Directors shall, by majority
vote, fill such vacancy and the person so elected shall serve
for the unexpired term of his or her predecessor.
ARTICLE VI
DUTIES OF OFFICERS
Section 1. President: The President shall:
(a) Preside over all meetings of the Members of the Association; and
(b) Call Special Meetings of the Members of the Association; and
(c) Perform all acts and duties usually performed by an executive and presiding officer; and
(d) Sign such papers of the Association as he or she may
be authorized or directed to sign by the Board of Directors
from time to time, as well as all other papers as provided by law.
Section 2. President-Elect, Vice-Presidents and the
Immediate Past President: In the absence of the
President, the duties of the President shall be performed by
the President-Elect, but if he or she is absent, then by the
First Vice-President, or in his or her absence, then by the
Second Vice-President. In addition, the President-Elect, the
First Vice-President, the Second Vice-President, and the
Immediate Past President shall perform such duties as may
be assigned to them from time to time by the President or
the Board of Directors.
Section 3. Secretary-Treasurer: The SecretaryTreasurer shall have charge and custody of and be
responsible for all funds and securities of the Association or
which the Association may hold in fiduciary capacity; shall
deposit all such funds in the name of the Association in such
banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these Bylaws;
and in general shall perform all duties incident to the office of
Secretary-Treasurer and such other duties as may be
assigned to him or her from time to time by the President or
by the Board of Directors.
He or she shall sign such papers pertaining to the Association as he or she may be authorized or directed to do
by the Board of Directors.
He or she shall serve all notices required by the law and by
these Bylaws and shall make full report of all matters of
business pertaining to his or her office to the Members at the Annual Meeting.
He or she shall keep or cause to be kept a membership list
containing the names of all persons, alphabetically arranged,
who are, or who shall become, Members of the Association.
The Board of Directors may delegate any or all of such
duties to an Executive Director to be selected by the Board.
ARTICLE VII
EXECUTIVE COMMITTEE AND FINANCE COMMITTEE
Section 1. Executive Committee: The Board of
Directors shall have the power to appoint from its members
an Executive Committee of at least five (5) members and to
determine its tenure of office and its powers and duties.
Such Executive Committee shall include the President, the
President-Elect, the First Vice-President, the Second VicePresident, the Chair and any other members of the Board of
Directors as determined by the President. Such Executive
Committee shall prescribe its own rules of procedure.
Section 2. Finance Committee: The Board of
Directors shall have the power to appoint from its members a
Finance Committee of not less than five (5) members, one of
whom shall be the Secretary-Treasurer of the Association.
The Finance Committee shall exercise general supervision
over the finances of the Association, including its books and
accounts. The Finance Committee shall keep itself informed
as to the financial status of the Association and the condition
of the budget and shall make periodic reports thereof to the
Board of Directors. The Finance Committee shall, as
expeditiously as practicable after its appointment, submit to
the Board of Directors a proposed budget for the ensuing year.
ARTICLE VIII
COMMITTEES AND SECTIONS
Section 1: Committees: It shall be the duty of the President,
on or about his or her commencement of duties, to appoint
from the Members of the Association, Committees to serve
during his or her term of office, except to the extent that a
longer term is specified.
1.01. Review by Directors: The President shall be an exofficio member of all Committees. The action of all
Committees is subject to the review by the Board of
Directors. The President may refer any matter being
considered by a Committee to the Board of Directors for its
consideration, in which event the action or decision by the
Board of Directors shall be conclusive on such matter. The
Chair, Vice-Chair and members of each of the Committees
shall serve at and subject to the pleasure of the Board of
Directors. The Board of Directors may restrict or enlarge the
duties of any Committee.
1.02. Limitation on Committees: No Committee shall
commit the Association or take any action in the name of the
Association or make any public statements in the name of
the Association or the Committee without first obtaining the
express approval of the President and the Board of Directors
of the Association, or complying in all respects with the
policies and procedures from time to time adopted by the
Board of Directors.
1.03. Board Actions: The Board of Directors may from time
to time authorize any Committees of the Association to be
organized, operated, combined or discontinued as in its
discretion it deems necessary.
1.04. Judicial Evaluation Poll: When directed by the Board
of Directors, the Judiciary Committee shall from time to time
conduct a poll of the membership in accordance with the
following provisions:
1. On the third Monday of May of each year that
precedes a year in which there will be a general election, or
as otherwise directed by the Board of Directors, the Judiciary
Committee of the Association shall cause to be conducted
among Members of the Association a Judicial Evaluation
Poll, inquiring into the conduct of the judges of Dallas County
as to the administration of the judicial business of their respective courts.
Each such Judicial Evaluation Poll shall be conducted as provided herein.
2. The Judicial Evaluation Poll shall cover each of the
following judges (either in alphabetical order or appropriately
categorized according to the nature of the jurisdiction of his
or her court) who has served for a period of one (1) or more
years (not necessarily immediately prior to said poll) in a
judicial office as to which admission to the Bar is a statutory prerequisite:
(a) Each incumbent judge, including judges of the Dallas
Court of Appeals.
(b) Each other judge who frequently serves in Courts in
Dallas County, as determined by the Board of Directors.
(c) Each United States District Judge who regularly
serves in Dallas County, as determined by the Board of Directors.
(d) Each magistrate, master or other hearing officer who
regularly serves in Dallas County, as determined by the Board of Directors.
3. The form of the ballot to be used in each Judicial
Evaluation Poll shall be determined by the Board of
Directors, with the assistance of the Judiciary Committee, if
requested, and may contain inquiries about the performance
of each judge in the district, such as:
(a) Inquiry as to whether the Member casting the ballot
has sufficient information to evaluate each judge.
(b) An inquiry into each Member’s opinion, if any, of the
manner in which each judge has conducted his or her court regarding specific matters such as the following:
(i) Is this judge hard-working?
(ii) Is this judge impartial?
(iii) Does this judge demonstrate adequate knowledge of
the law?
(iv) Does this judge demonstrate a proper judicial temperament and demeanor?
(v) Do you approve of this judge’s overall performance?
With reference to each question, general or specific, the
ballot may provide for a “yes,” “no,” and “no opinion” answer.
4. The form of ballot shall contain an admonition to the
effect that the ballot received by the Member is his or her
own and that in casting the ballot he or she should be guided
by his or her own judgment and experience and should have
sufficient knowledge to answer those questions on which he
or she desires to record an answer.
5. After said ballot has been prepared and within the
period of time required, a ballot shall be mailed (which may
be by electronic mail) with a return envelope (if not sent by
electronic mail) to each Member of the Association in good
standing. A notice shall be sent with each ballot requiring
that the ballot, in order to be considered, must be completed
and returned to the Association within fifteen (15) days of the
date of mailing (which may be by electronic mail) by the
Association, provided that if the fifteenth day is a Saturday,
Sunday or legal holiday, the ballot must be returned no later
than the next day after the fifteen day period which is neither
a Saturday, Sunday or legal holiday. As soon as practicable
after the expiration of the voting period, those ballots that
have been returned within the time limits shall be counted by
any means that the Judiciary Committee determines will assure accuracy.
6. The answers to each inquiry shall be tabulated
separately with respect to each judge and shall report the following:
(a) The total number of ballots returned; and,
(b) The total number of “yes” and “no” votes received to
each general and specific question propounded about each judge.
7. The results of such Judicial Evaluation Poll shall be
summarized as soon as practicable in a report signed by the
Chair or Vice-Chair of the Judiciary Committee, or their
designees, which shall be filed with the Secretary-Treasurer
of the Association and communicated to the Members of the Association.
8. The expenses of such poll shall be borne by the Association.
Section 2. Sections: The Board of Directors may from time
to time authorize Sections of the Association to be
organized, operated, combined or discontinued as in its
discretion it deems necessary. Any attorney member of a
Section must be a Member in good standing of the
Association. Subject to the prior approval of the Board of
Directors, each Section shall have the power to adopt and
amend bylaws for its own governance, including assessment
of Section dues. No Section shall commit the Association, or
take action in the name of the Association, or make public
statements in the name of the Association or the Section,
without first obtaining the express approval of the President
and the Board of Directors of the Association, or complying
in all respects with the policies and procedures from time to
time adopted by the Board of Directors.
ARTICLE IX
BORROWING MONEY
The Board of Directors shall have the power, by
affirmative vote of two-thirds (2/3) of its members, to borrow
money for any corporate purpose on open account or upon
any assets of the Association in such amounts and upon
such terms and conditions as may from time to time seem to
the Board advisable and/or necessary.
ARTICLE X
PUBLICATIONS
The Board of Directors shall have the power in its
discretion to publish, provide and maintain such periodicals,
papers and other publications as in its discretion it may
deem beneficial and advantageous to the Members, and
prescribe rules and regulations pertaining thereto.
ARTICLE XI
MEMBERSHIP
Section 1. Classes of Members: The Membership of
the Association shall consist of regular members, nonresident members, sustaining members, life members, law
school faculty members, law student members, honorary
members, emeritus members, retired/inactive members,
judiciary members, government attorney members, and
minority bar association members.
Section 2. Regular Members: Licensed attorneys
who reside or have an office within Dallas County, Texas, or
in any county contiguous thereto, shall be eligible to apply for regular membership.
Section 3. Non-Resident Members: Licensed
attorneys who neither reside nor have an office within Dallas
County, Texas, nor in a county contiguous thereto, shall be
eligible to apply for non-resident membership.
Section 4. Sustaining Members: The Board of
Directors from time to time may establish such classes of
sustaining memberships as it may deem appropriate. Any
Member of the Association in good standing may become a
sustaining member of any such class upon payment of the
dues determined by the Board of Directors for such class of
sustaining membership. Any class of membership so
established may be abolished by the Board of Directors
provided that the abolition of any such class shall not
terminate the membership of any member of such class for
the period for which he or she shall have paid the prescribed dues.
Section 5. Life Members: Any Member of the
Association may become a life member upon election to life
membership by the Board of Directors and payment of the
sum then determined for life membership by the Board of Directors.
Section 6. Law School Faculty Members: Licensed
attorneys who are members of the faculty of a law school
devoting their full time to law school work and not
maintaining an office for the practice of law shall be eligible
to apply for law school faculty membership.
Section 7. Law Student Members: Persons who are
enrolled in and attending an accredited law school shall be
eligible to apply for law student membership.
Section 8. Honorary Members: The Board of
Directors, or the Members, may elect to honorary
membership any member of the legal profession, who, in
their opinion, has made an outstanding contribution to the
administration of justice or the advancement of the
profession. Honorary members shall not be required to pay
annual dues to the Association.
Section 9. Emeritus Member: Licensed attorneys
who have been licensed to practice law for over fifty (50)
years shall be eligible to apply for emeritus membership.
Emeritus members shall not be required to pay annual dues
to the Association.
Section 10. Retired/Inactive Members: Licensed
attorneys who have retired and/or have been placed on
inactive status by the State Bar shall be eligible to apply for
retired/inactive membership.
Section 11. Judiciary Members: Any licensed
attorney who serves as a current member of the federal,
state or local judiciary shall be eligible to apply for judiciary
membership.
Section 12. Government Attorney Members: Any
licensed attorney who is employed by a government agency
shall be eligible to apply for government attorney
membership.
Section 13. Minority Bar Association Members: Any
licensed attorney who is a current member of the Dallas
Asian-American Bar Association, the Dallas Hispanic Bar
Association, or the J.L. Turner Legal Association shall be
eligible to apply for minority bar association membership.
Section 14. Change of Class: With the approval of the
Board of Directors a Member may change from one class of
membership to another class of membership to which he or
she is eligible.
Section 15. Privileges: All Members in good standing
shall be entitled to all rights and privileges of membership
except that non-resident, law student, emeritus,
retired/inactive and honorary members shall not be entitled
to vote or hold office. The Board of Directors may grant
specified privileges of the Association to non-Members upon
such terms as it may deem appropriate.
Section 16. Dues: Except with respect to honorary and
emeritus members, in order to be a Member in good
standing, each Member shall pay dues in such amounts and
at such times as the Board of Directors may provide, which
dues may vary according to age, length of practice, or other
reasonable standards of classification.
Section 17. Termination or Suspension of Membership:
(a) The membership of any person who has failed or shall
hereafter fail to pay his or her dues or any other
indebtedness to the Association on or before the date due
shall be terminated or suspended as provided by such rules
and regulations as may be adopted by the Board of Directors
from time to time, provided, however, that no membership
may be terminated or suspended under this subsection (a)
unless such dues or other indebtedness are delinquent for at
least sixty (60) days nor without prior written notice of such
proposed action mailed (which may be by electronic mail) to
such delinquent Member at his or her address shown on the
records of the Association.
(b) Any Member may voluntarily withdraw from
membership in the Association by notifying the Association
in writing of his or her desire to withdraw. Such withdrawal
shall not operate to discharge any indebtedness due the
Association which accrued prior to withdrawal.
(c) The membership of any Member shall terminate if and
when such Member ceases to possess the qualifications
necessary for any class of original membership as
prescribed by this Article. Any question arising hereunder
shall be determined by the Board of Directors.
(d) Any Member who may otherwise refuse or fail to
comply with the Bylaws of the Association may, upon notice
and hearing before the Board of Directors, or before a
committee selected and designated for that purpose by said
Board, be dropped or suspended by the Board of Directors
from membership in the Association. Written notice of the
hearing for said purpose shall be mailed (which may be by
electronic mail) to such Member at his or her address shown
on the records of the Association at least thirty (30) days
prior to such hearing.
(e) The Board of Directors may after reasonable notice
and hearing terminate the membership of any Member
whose conduct is in its opinion detrimental to the best
interest of the Association or the legal profession generally.
Section 18. Reinstatement: When any person has
ceased to be a Member of the Association for any cause, the
Board of Directors may reinstate such person to membership
in accordance with such rules and regulations as may be
adopted by the Board of Directors from time to time.
ARTICLE XII
MEETINGS OF MEMBERS
Section 1. Annual Meeting: The Annual Meeting of
the Members shall be held at Dallas, Texas, at 4:00 p.m. on
the first Friday of November of each year at the
Headquarters of the Association unless another place in the
City of Dallas be designated by the Board of Directors for the
purpose of nominating Officers (except the President and the
immediate Past President, and except the President-Elect
where the incumbent has been elected under the
circumstances stated in Section 4(b) of Article V and is then
serving out the unexpired term of his or her predecessor
President-Elect) and the Directors and transacting other
business as may come before the meeting. The nomination
and election of said Officers and Directors shall be in the
following manner:
(a) Method of Nominations: Nominations for the
respective offices of the Association then to be filled, both
Officers and Directors, shall be made from the floor from
among the membership.
(b) Officers: The two (2) persons receiving the highest
number of votes at the Annual Meeting for each respective
office to be filled shall be the nominees for the respective offices.
(c) Directors: Six (6) Directors are to be elected
annually. If no more than ten (10) Members are nominated
at the Annual Meeting for Directors, they shall be the
nominees for Directors. If more than ten (10) are nominated
at the Annual Meeting, the number shall be reduced to ten
(10) by the Members present and voting by written ballot for
ten (10) nominees. The ten (10) nominees receiving the
highest number of votes, on a plurality basis, shall be the
nominees for Directors.
(d) Written Secret Ballot: Within ten (10) days from the
date of such nominations for Officers and Directors, a printed
ballot containing the names of such nominees shall be
mailed (which may be by electronic mail) to all Members of
the Association entitled to vote and whose dues for the
preceding year have been paid, with notice to such Members
of the Association that they may vote for one (1) of the
persons nominated as an Officer for each respective office
and that they shall vote for exactly six (6) of the persons
nominated as Directors and that ballots reflecting votes by
Members for more or less than six (6) persons nominated as
Directors will not be counted in such election of Directors. In
the case of Officers, the nominee for each office who
received a majority of the written ballots cast for that office
shall be the Officer chosen for that office. In the case of
Directors, the six (6) nominees receiving the highest number
of votes on a plurality basis shall be the Directors chosen.
The written ballot mailed to the Members and the manner of
its return shall be designed to preserve secrecy of the ballot.
Said notice shall require that the ballots so mailed shall be
returned to the office of the Association by 5:00 p.m. on the
tenth day following the date of mailing of such notice.
(e) Canvass of Ballots and Certification: As soon as
practicable after the date of mailing (which may be by
electronic mail) of such notice the ballots, shall be
canvassed by a committee of not less than three (3)
Members of the Association who shall have theretofore been
appointed by the President. The findings of such committee,
based upon said canvass of such ballots, shall be
immediately, and within not more than forty-eight (48) hours
from the date of canvass, certified to the President of the
Association, who shall thereupon announce the results of
such election, and thereupon, and simultaneously with such
announcement, the Officers and Directors shall be deemed
to be elected and qualified for the offices to which they have
been elected through such means; provided, however, that
such newly elected Officers and Directors shall assume their
said offices on January 1 next following their said election,
notwithstanding that the formal installation of such Officers
and Directors may occur at a later date.
(f) Uncontested Election: In the event that any
candidate should be nominated without opposition, such
candidate shall, upon a vote being cast for him or her at the
time of such nomination be declared elected, without his or
her name being placed on the written ballot mentioned above.
Section 2. Special Meetings: A Special Meeting of
the Members may be called at any time by the President, or
by a majority of the Board of Directors, or upon written
request of ten percent (10%) of the Members. Each such
call shall be in writing and shall state the time, place and
purpose of such meeting, and no business shall be
transacted at a Special Meeting other than as stated in the
purpose of the call.
Section 3. Notice of Meetings: Notice of each
Annual or Special Meeting of the Members shall be mailed to
each Member of the Association at the Member’s address as
it shall appear upon the books of the Association. Such
notice shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either
personally, by facsimile transmission, or by mail (which may
be by electronic mail), by or at the direction of the President,
the Secretary, or the Officers or persons calling the meeting,
to each Member entitled to vote at such meeting. Any such
notice shall state the time, place and purpose of the meeting
to which it relates.
Section 4. Quorum: Fifty (50) Members in good
standing entitled to vote shall constitute a quorum at any
meeting of the Members of the Association; provided that if a
quorum is not present at any meeting, a majority of the
Members present may adjourn the meting from time to time
without further notice.
Section 5. Clinic Meetings: The Board of Directors
may provide for stated meetings, or Clinics, of the Members
for the benefit of the Members by entering a resolution on
the minutes of its meeting to that effect and shall prescribe
rules and regulations governing the proceedings of such meetings.
Section 6. Voting: Each Member (except nonresident, emeritus, law student, retired/inactive and honorary
Members) shall be entitled to one (1) vote; provided,
however, that (i) no Member may vote by proxy either at any
Annual or Special Meeting of the Members or on any ballot,
and (ii) no Member shall be entitled to vote if at the time of
voting such Member’s dues for the preceding calendar year
shall not have been paid in full.
Section 7. Notice of Resolutions: No resolution
shall be acted on by the Association unless it be filed in
writing with the Executive Director not later than 5:00 p.m. on
the tenth (10th) day preceding the meeting at which it will be
offered, and notice in writing shall be given by the President,
or by the Executive Director under order of the President, to
the Members of the Association (which may be by electronic
mail) in sufficient time to be received by said Members not
later than four (4) days preceding such meeting, except with
respect to Memorial Resolutions submitted at the Annual
Meeting. Such notice shall state the time when such
resolution will be offered and shall contain a brief statement
of the subject matter of the resolution; provided, however,
that in event of introduction and second of a resolution at a
meeting without such previous notice, this rule may be
suspended by unanimous consent of the Members present
and voting at the meeting at which it is offered.
Section 8. Consent in Lieu of Meeting: Anything
hereinabove contained to the contrary notwithstanding, any
action which could be taken by the Members of the
Association, the Board of Directors, or any Committee or
Section, at a meeting called in accordance with the
provisions hereof, may be taken without a meeting provided
that such action is consented to in writing by not less than
the minimum number of Members, Directors, or Committee
or Section Members, respectively, sufficient to take such
action if voting in person at a properly called meeting of all
Members, Directors, Section or Committee Members,
provided that: (i) notice of such proposed action shall have
been given to all persons entitled to vote thereon prior to
taking same; (ii) all signed consents must be dated, and the
earliest and latest date may not be more than sixty (60) days
apart; (iii) prompt notice of the action taken shall be given to
those entitled to vote thereon who did not consent to such
action; and, (iv) any documents filed with the Secretary of
State as a result of such action must contain a statement
that written consent to the action was obtained in
accordance with the Texas Business Organizations Code
(TBOC), and notice was given to the Members, Directors, or
Committee or Section Members who did not consent. Such
notice or written consent may be transmitted by electronic
mail, facsimile, or similar means as well as by mail or courier or in person.
ARTICLE XIII
SEAL
The Seal of the Association shall contain these words: DALLAS BAR ASSOCIATION; said Seal to be in circular form with a star in the center.
ARTICLE XIV
AMENDMENT OF THE BYLAWS
Section 1. Amendment: The Bylaws may be
amended in such one of the following methods as shall be
prescribed by the Board of Directors for particular proposed
amendment or amendments:
(a) At any Annual Meeting of the Members by the
favorable vote of a majority of the Members present at such
meeting and entitled to vote, and no notice of the proposed
amendment or amendments need be given other than a
statement that amendment or amendments to the Bylaws
will be considered at such meeting;
(b) At any Special Meeting of the Members by the
favorable vote of a majority of the Members present at such
meeting and entitled to vote, provided that the notice of such
meeting shall set out the proposed amendment or
amendments, or a summary thereof;
(c) By the favorable vote of a majority of the written votes
duly and timely cast by Members entitled to vote, by a ballot
that is mailed (which may be by electronic mail) to each such
Member at such Member’s address as shown by the books
of the Association, provided that there shall be enclosed with
such ballot the proposed amendment or amendments, or a
summary thereof. The Directors shall determine the manner
in which the amendment or amendments shall be submitted
on the ballot and the time for return of the ballot.
Section 2. Approval by Board of Directors: No
proposed amendment or amendments may be submitted to
the Members unless and until such proposed amendment or
amendments shall have been approved by the Board of Directors.
ARTICLE XV
INDEMNITY AND INSURANCE
The Association shall indemnify any person who is
or was a Director, Officer, or employee of the Association
and any person who serves or served at the Association’s
request as a director, officer, or employee. The Association
may indemnify an agent of the Association or any person
who serves or served at the Association’s request as an
agent. Any indemnification shall be provided as follows:
1. In the case of a suit or claim based on acts or
omissions within the course and scope of activities of the
Association against the person named hereinabove by
reason of the person’s holding a position set forth above, the
Association shall indemnify such person to the fullest extent
permitted by law and the TBOC against all expenses
(including attorney’s fees) actually and reasonably incurred
by the person in connection with the defense or settlement of
such action or suit if the person is successful on the merits
or otherwise, or if the person acted in good faith and in a
manner reasonably believed to be in or not opposed to the
best interests of the Association, except that no
indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been finally
adjudged to be liable for negligence or misconduct in the
performance of the person’s duty to the Association, unless
(and only to the extent that) the Court in which the suit was
brought shall determine, upon application, that, despite the
adjudication but in view of all the circumstances, such
person is fairly and reasonably entitled to indemnity for such
expenses as the Court shall deem proper.
2. In the case of a threatened, pending or completed suit,
action or proceeding (whether civil, criminal, administrative
or investigative), other than a suit by or in the right of the
Association, together hereafter referred to as a nonderivative suit, against the person named hereinabove by
reason of the person’s holding a position set forth above, the
Association shall indemnify the person against expenses
(including attorney’s fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the
person in connection with the defense or settlement of such
action, suit or proceeding if the person is successful on the
merits or otherwise or if the person acted in good faith in the
transaction which is the subject of the non-derivative suit to
the best interest of the Association and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe that person’s conduct was unlawful. The termination
of a non-derivative suit by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the
best interests of the Association, and, with respect to any
criminal action or proceeding, that the person had
reasonable cause to believe that person’s conduct was
unlawful.
3. Indemnification provided under Paragraphs 1 and 2
above shall be by the Association (except as provided in
Paragraph 1 hereof) only upon a determination in the
specific case that indemnification of the Director or Officer is
proper under the circumstances because the person has met
the applicable standard of conduct set forth in Paragraph 2
hereof. Such determination shall be made (1) by the Board
of Directors by majority vote of a quorum consisting of
Directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable or,
even if obtainable, if a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or
(3) by vote of the Members and may be prorated so as to
indemnify each person as to some matters but not others.
4. The Association may pay in advance any expenses
(including attorney’s fees) which may become subject to
indemnification hereunder if (1) the Board of Directors
authorizes the specific payment and (2) the person receiving
the payment undertakes in writing to repay unless it is
ultimately determined that the person is entitled to
indemnification by the Association under this Article.
5. To obtain indemnification or an expense advance, the
indemnitee shall submit to the Association a dated, written
request by certified mail with such information as is
reasonably available to such indemnitee. If the expense
advance is to be paid prior to final disposition of the
proceeding, there shall be included a written statement of
such indemnitee’s good faith belief that such indemnitee has
met the necessary standard of good conduct under the
Texas Non-Profit Corporation Act and under this Article XV
commits to repay any amount paid if it is ultimately
determined that those conduct requirements were not met.
Upon receipt of the request, the Association shall determine
(whether made by special counsel or otherwise) the
indemnitee’s entitlement to indemnification or an expense
advance. If the request is rejected, the Association shall
notify the indemnitee in writing by certified mail of the reason
therefor. If within sixty (60) days of the Association’s receipt
of the request, the request for payment is rejected or not
acted on, the indemnitee shall have the right to an
adjudication in any court of competent jurisdiction of such
indemnitee’s entitlement to such indemnification or expense
advance.
6. The indemnification provided herein shall not be
exclusive of any of the rights to which a person may be
entitled by law, the Bylaws of the Association, agreement,
vote of Members or disinterested Directors or otherwise,
shall continue as to the person who has ceased to hold such
position and shall inure to that person’s heirs, executors and administrators.
7. The Association shall purchase and maintain
insurance on behalf of any person who holds or who has
held any position named hereinabove that provides
reasonable coverage for any liability asserted against the
person and any liability or expenses incurred by the person
in any such position, or arising out of the person’s status as
such, whether or not the Association would have authority to
indemnify that person against such liability under the
provisions of this Article XV or otherwise (e.g., Directors &
Officers Insurance).
8. The Association may purchase such other forms and
types of insurance coverage as the Board of Directors
deems appropriate for the business and activities of the Association.
ARTICLE XVI
ELECTRONIC VOTING & DELIVERY OF NOTICE
Electronic and other means of casting votes may be
permitted in accordance with rules and verification
procedures established from time to time by the Dallas Bar
Association Board of Directors and delineated on the ballot.
Similarly, any notice to be provided by the Association to the
Members, under these Bylaws or otherwise, may be
provided by electronic means, using the most current
electronic addresses on file with the Association.
NOTE: The Dallas Bar Association (DBA) was founded by 40 lawyers in 1873 [Dallas Bar Association]
