Directors may, from time to time, direct.

Transcription

1 BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Article I Officers Section 1. Officers. The Officers shall be the President, President-Elect, Vice- President, Secretary and Treasurer. Section 2. Terms of Office. Each Officer shall take and hold office for one year, commencing at the August annual meeting. Section 3. President. The President shall be the chief executive officer and shall preside over all meetings of the Academy and the Board of Directors. The President shall perform all duties incident to his/her office or as the Board of Directors may, from time to time, direct. Section 4. President-Elect. The President-Elect shall act in the place and stead of the President in the event of the absence, vacancy or disqualification of the President and shall perform such duties as the President or Board of Directors may from time to time direct. The President-Elect shall automatically become the President of the Academy at the annual meeting which occurs at the end of the President-Elect s one year term. The advancement from President-Elect to President shall occur automatically, without a vote of membership. Section 5. Vice-President. The Vice-President shall act in the place and stead of the President-Elect in the event of the absence, vacancy or disqualification of the President-Elect and shall perform such duties as the President or Board of Directors may, from time to time, direct. Section 6. Secretary. The Secretary shall keep the organization s corporate minute book, prepare and keep the minutes of all meetings of the Academy and the Board of Directors, maintain a current and complete roster of the members of the Academy and perform such other duties as the President or Board of Directors BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 1

2 may, from time to time, direct. The Secretary shall give notice to the membership as may from time to time be necessary. At the conclusion of each Academy year, the Secretary shall transfer the year s minutes to the Academy s Historian for permanent safekeeping. Section 7. Treasurer. The Treasurer shall keep financial records of the Academy; collect, care for and, upon approval of the President or Board of Directors, disburse all funds of the Academy; render an annual report of the financial affairs and status of the Academy; and perform such other duties as the President or Board of Directors may, from time to time, direct. Academy funds shall be kept on deposit in a federally-insured financial institution and shall, to the extent practicable, bear interest. Section 8. Attendance. It is the duty of each Officer to attend the regular and special meetings of the Board of Directors, the annual Trial Institute and the annual Banquet. Section 9. Procedures Manual. The Board of Directors shall maintain a Procedures Manual, which shall contain detailed information regarding the duties of the Officers and Directors, as well as the procedures to be followed in the operation of the Academy. Article II Board of Directors Section 1. Powers. The affairs of the Academy shall be managed by its Board of Directors, which may exercise all powers and do all things not required by the Articles of Incorporation or these Bylaws to be done by the membership, including but not limited to determining matters of policy, conducting all activities of the Academy and interpreting the Articles of Incorporation or the Bylaws. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 2

3 Section 2. Terms of Office. There shall be nine Directorships, made up of three classes of three Directorships each. Each Directorship shall be for a period of three years. Only one class of Directorships shall be subject to election each year. The three persons who are elected Director in a particular class shall hold office for a term of three years commencing at the annual meeting held in August of the year in which those persons are elected. Section 3. Ex Officio and Advisory Members. The Immediate Past President shall be an advisor to and ex officio member of the Board of Directors, without vote. The Editor of the Academy s Newsletter, if not a Director, and the Academy s Historian, if not a Director, shall be advisors to the Board of Directors, without vote. Section 4. Meetings. Regular meetings of the Board of Directors shall be held no less than annually at such times and places as the President shall direct by reasonable notice to the Board members. Ordinarily, a regular meeting of the Board of Directors shall be held at the Advanced Family Law Course, Marriage Dissolution Course and annual Trial Institute. Special meetings of the Board of Directors may be called by the President or by any three Board members, upon reasonable notice of not less than thirty days to the Officers and Board members, and may be held at such time and place as stated in the notice thereof. The President is to be notified at least one day before any meeting of matters that are to be brought before the Board so that such matters may be placed on the agenda. Each Officer and Director shall be entitled to one vote. Six voting members of the Board, which shall include not less than one Officer, shall constitute a quorum for the transaction of business. Voting shall be by majority vote of those present. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 3

4 Section 5. Attendance. It is the duty of each Director to attend the regular and special meetings of the Board of Directors, the annual Trial Institute and the annual Banquet. Section 6. Reimbursement. If a meeting of the Board of Directors is held in conjunction with a continuing legal education course, no Officer or Director shall receive reimbursement for travel or lodging. However, the President may obtain a room or suite at the expense of the Academy to be used for meetings of the Board of Directors, committee meetings and as a hospitality suite for members. Food and beverages may be provided at Academy expense, at the discretion of the President. Only the President, or individuals designated by him/her may order food or beverages at the cost of the Academy for the suite. Reimbursement for attendance at other meetings of the Board of Directors shall be at the discretion of the Board of Directors. Section 7. Other Duties. Each Director shall perform such duties as the President or Board of Directors may from time to time direct. Article III Elections Section 1. Nomination. A Nominating Committee, composed of the President as Chairman, the Immediate Past President, the President-Elect and at least one member of the Board of Directors selected by the President, shall make nominations from the regular membership for each Office or Directorship to be filled. The Nominating Committee shall make its nominations prior to June 15 of each year. Other nominations may be made by three or more voting members upon written request to the President prior to June 15 of each year. Section 2. Election. On or before the 1 st day of July of each year, the President, with the assistance of the Secretary, shall cause to be sent to each voting member BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 4

5 of the Academy in good standing a true and correct copy of the ballot containing the names of the nominees for the Officers and Directors. The method of return of the ballots shall be as determined and approved by the Board of Directors. The President shall preserve the return ballots and be responsible for their storage. The President and Secretary shall count the ballots on or about August 2 of each year and the President shall certify the results thereof. Ballots received after 5 p.m. CST August 1 of each year shall not be counted. Section 3. Voting. Each voting member of the organization shall vote for one nominee for each Office listed on the ballot or write in the name of any member as his/her choice for any Office. Each voting member shall vote for the Director nominees as listed on the ballot or may write in the name(s) of any member(s) as his/her choice for Director(s). Section 4. Tabulating the Ballots. The President, Secretary and any person appointed by a candidate to review the vote shall count and tally all votes. The nominee receiving the majority of votes cast for an Office shall be declared elected to that office. The three (3) nominees for Director receiving the highest number of votes shall be certified as duly elected Directors. The President shall certify all such results and shall deliver copies of his/ her certification to the members of the Board of Directors. Section 5. Run-off Elections. In the event that no nominee for an Office other than Director receives a majority of the votes cast for that particular office, there shall be a run-off election between the two nominees receiving the highest number of votes. The casting and counting of ballots and certification of the results in a run-off election shall follow the procedures outlined in this Article and shall be forwarded to each voting member on or before August 5 of that year. All run-off ballots received by the President by August 8 at 5 p.m. shall be counted. The BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 5

6 President, Secretary and any person appointed by a candidate to review the vote shall count and tally all votes by August 10. The President shall certify all such results and shall deliver copies of his/ her certification to the members of the Board of Directors. Section 6. Election Returns. A copy of the election returns shall be kept by the Secretary in the records of the Academy for at least one year. Article IV Vacancies, Attendance and Removal Section 1. Vacancies. When a vacancy occurs in an Office or Directorship in mid-term, the President may appoint a replacement to serve until the next regular election. In any event, the position shall be filled by vote of the membership at the next regular election. Section 2. Attendance Policy. It is the duty of each Officer and Director to attend the regular and special meetings of the Board of Directors, the annual Trial Institute and the annual Banquet (herein referred to jointly as Meetings. ) Section 3. Excused Absence. If an Officer or Director makes a request to the President prior to a Meeting for an absence to be excused, the President shall have the discretion to excuse the absence. An absence excused by the President shall not count as an absence for purposes of removal under the Attendance Policy. Section 4. Removal for Non-Attendance. Any Officer or Director who is absent from any three Meetings in any one year period, or four Meetings in any two-year period, shall be removed from office. Notice of removal shall be given by the Secretary to the Officer or Director in question. Section 5. Removal for Cause. An Officer or Director may be removed from office for neglect of Academy responsibilities upon majority vote of the Board of BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 6

7 Directors. Notice of removal shall be given by the Secretary to the Director in question. Article V Membership Section 1. Regular Membership. Any person licensed to practice law in the State of Texas and who is Board Certified in family law by the Texas Board of Legal Specialization shall be eligible for regular membership in the Academy. A regular member shall have the right to vote on Academy business. Section 2. Retired Member Status. In the event that a regular member of the Academy retires from the legal practice in good standing, upon application by the regular member, the Board of Directors may approve that regular member being placed into Retired Member status. An individual in Retired Member status shall be entitled to all the advantages of regular membership, including the right to vote on Academy business. An individual in Retired Member status shall be required to pay annual dues timely in the amount set by the Board of Directors in order to maintain that status. Section 3. Associate Membership - Paralegals. Any person holding a current certificate as a Board Certified Paralegal (or Legal Assistant) in family law issued by the Texas Board of Legal Specialization shall be eligible for Associate Membership in the Academy. Associate Members are non-voting members and are not eligible to hold office. Section 4. Application for Membership. Application for regular, Retired Member and/or Associate Membership in the Academy shall be in such form and manner as prescribed by the Board of Directors and shall be accompanied by the full amount of the annual dues established by the Board of Directors. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 7

8 Section 5. Waiver of Dues for Judiciary. Any regular member who is a Judge of County Court with jurisdiction in family law matters, a District Court, a Court of Appeals, or the Supreme Court, or who is a duly appointed statutory master handling primarily family law matters, shall not be required to pay the annual dues. This waiver shall not apply to an individual sitting only as a retired judge. Article VI Meetings of Membership Section 1. Regular Meeting. A regular meeting of the membership of the Academy shall be held in conjunction with the State Bar of Texas Advanced Family Law Course each year. The regular meeting shall occur at such time and place as the President, or majority of the Board of Directors, may direct. The regular meeting may coincide with the Academy Banquet. At least thirty days written notice of the meeting shall be given to the membership. Section 2. Special Meetings. Special meetings of the membership of the Academy may be held at such time and place as the President, or a majority of the Board of Directors, shall direct by written notice of at least thirty days to the membership. Section 3. Quorum. At all meetings of the membership of the Academy, at least thirty voting members shall constitute a quorum for the transaction of business. Section 4. Voting. At all meetings of the membership of the Academy, voting shall be by a majority vote of the voting members present, except as otherwise provided by the Articles of Incorporation or these Bylaws. Article VII Dues Annual dues for membership in the Academy shall be due on January 1 of each year. The amount of annual dues shall be set by the Board of Directors. Any BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 8

9 member who has not paid annual dues by March 1 of a given year shall be dropped from the rolls of the Academy. Article VIII Awards Section 1. The Sam Emison Award. The Academy may bestow the Sam Emison Award upon a person who has demonstrated a significant commitment and made significant contributions to the practice of family law in the State of Texas. The award shall be given to persons and at times deemed appropriate by majority vote of the Board of Directors. No person who is an Officer or Director of the Academy at the time the decision is made to choose the recipient of the Sam Emison Award shall be eligible to receive the Award. The recipient of the Sam Emison Award shall receive a suitable plaque, statue and/or other physical recognition of the award, as determined by the Board of Directors. The recipient of the Sam Emison Award shall be entitled to attend the Academy s next Trial Institute without paying a course registration fee. This waiver does not extend to transportation, food or lodging. Section 2. President s Award. The President may bestow the President s Award upon a person or persons who have demonstrated a significant commitment and made significant contributions to the Academy and/or to the practice of family law in the State of Texas. The recipient of the President s Award shall receive a suitable plaque or other physical recognition of the award. Section 3. Other Awards. The Academy may make other awards as the Board of Directors deems appropriate. Such awards may include plaques, cash honorariums, waiver of dues, waiver of registration fee for the Trial Institute and/or any other appropriate items or gestures. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 9

10 Section 4. Gifts for Service. The Academy may, when the Board of Directors so elects, give departing Officers and Directors a gift or token of appreciation for their service to the Academy. Section 5. Honorary Memberships. The Academy may, at the direction of the Board of Directors, from time to time, bestow Honorary Memberships upon deserving persons. Such honorary memberships shall be permanent, subject to rescission by vote of the Board of Directors. An Honorary Member shall be entitled to all the advantages of regular membership, save for the right to vote on Academy business. An Honorary Member need not meet the qualifications for regular membership in the Academy. An Honorary Member shall not be required to pay dues. Article IX Committees and Liaisons Section 1. Appointment. The President, with the advice of the Board of Directors, shall appoint such committees, chairpersons and members as the President deems necessary to carry out the purposes of the Academy or to assist the Board of Directors in the orderly management of the affairs of the Academy. Section 2. Committee Liaison. The President may designate an Officer or a member of the Board of Directors to consult with and oversee a committee. Section 3. Paralegal Liaison. The President may appoint an Associate Member to serve as Paralegal Liaison to the Board of Directors, without vote. The Paralegal Liaison shall serve at the pleasure of the Board of Directors. Section 4. Continuing Legal Education Committee. The Board of Directors shall appoint a Course Director and Assistant Course Director, or co-course Directors, to oversee the annual Trial Institute each year. Those appointed persons, referred to herein as Course Directors, shall serve together with the President as BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 10

11 the Continuing Legal Education Committee. It shall be the responsibility of the Continuing Legal Education Committee to oversee the activities of the Academy relating to continuing legal education, including the annual Trial Institute. Article X Annual Trial Institute Section 1. Held Annually. The Academy shall conduct an annual Trial Institute. Section 2. Course Directors Responsibilities. The Course Directors shall plan and implement the Trial Institute under the ongoing direction of the Officers and the Board of Directors. The Course Directors shall report to the Officers and Board of Directors with reasonable frequency regarding the site selection, monetary commitments and other planning aspects for the Trial Institute. The Board of Directors shall establish threshold amounts, up to which the Course Directors are authorized to make monetary commitments on behalf of the Academy. When the Course Directors propose to make monetary commitments which exceed the threshold amounts, the Course Directors shall obtain advance approval from the President or the Board of Directors before making any such monetary commitment. In the planning and implementation of the Trial Institute, the Course Directors, Officers and Board of Directors shall, to the extent practicable, seek to avoid undue risk to the financial wellbeing of the Academy. Section 3. Finance. All Trial Institute expenses shall be paid from the Academy s general account. All Trial Institute income shall be deposited into the Academy s general account. The income and expenses of the Trial Institute shall be reflected separately on the Treasurer s annual report. The Treasurer is authorized to make reasonable and necessary deposits, payments and reimbursements associated with the Trial Institute. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 11

12 Section 4. Reimbursement. Neither the Course Directors nor program faculty shall receive any compensation for planning and/or participating in the Trial Institute. The Board of Directors shall establish reasonable reimbursement guidelines for the Course Directors, such as travel expenses, lodging expenses and meal expenses for each of the Course Directors and his/her spouse or one guest. The Board of Directors shall establish reasonable reimbursement guidelines for the program faculty, such as travel expenses, lodging expenses and meal expenses. Except in case of dire emergency, the Treasurer shall attend the Trial Institute in order to properly exercise his/her responsibilities and shall be entitled to reimbursement for attendance. The Board of Directors shall establish additional guidelines for reimbursement as the Board deems appropriate. Further, the Board of Directors is authorized to approve the payment of reasonable fees for services of persons unaffiliated with the Academy for participation in the Trial Institute. Article XI Annual Banquet Section 1. Held Annually. The Academy shall hold an annual Banquet. Section 2. Planning. The Board of Directors shall appoint a person or persons to plan and implement the annual Banquet under the ongoing direction of the Board. Section 3. Banquet Finance. The Treasurer is authorized to make reasonable and necessary deposits, payments and reimbursements associated with the Banquet. All Banquet expenses shall be paid from the Academy s general account. All Banquet income shall be deposited into the Academy s general account. The income and expenses of the Banquet shall be reflected separately on the Treasurer s annual report. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 12

13 Article XII Editor and Academy Newsletter Section 1. The Editor. The Board of Directors shall designate an Editor for the Academy Newsletter, The Family Law Forum. The Editor shall serve without compensation at the pleasure of the Board of Directors. The Editor shall prepare the Newsletter in the manner established by the Board of Directors. The Board of Directors shall detail the specific duties of the Editor in the Procedures Manual. If the Editor is not a Director, he/she shall serve as a non-voting advisor to the Board of Directors. Section 2. Expenses. The Academy shall pay and/or reimburse reasonable expenses incurred in connection with the publication and distribution of the Newsletter. The Editor shall account for expenditures in connection with the Newsletter, and shall apply to the Treasurer for reimbursement of such expenses. If necessary, the Treasurer may, from time to time, make advancements for such costs. Section 3. Privileges. The Editor may attend the Academy s Trial Institute without paying a registration fee. This waiver of fee does not extend to transportation, food or lodging. If the Editor is a regular member of the Academy, he/she need not pay annual dues during any year he/she serves as Editor. Section 4. Attendance Policy. It is the duty of the Editor to attend the regular and special meetings of the Board of Directors, the annual Trial Institute and the Academy Banquet. Article XIII Historian Section 1. Historian. The Board of Directors shall designate a Historian. The Historian shall serve at the pleasure of the Board of Directors. BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 13

14 Section 2. Responsibilities. The Historian shall keep a historical record and safeguard memorabilia of the Academy, including images, records, articles, documents and other matters of interest. The Historian shall be responsible for making the historical record and memorabilia of the Academy available to members in such manner as determined by the Board of Directors. The Board of Directors shall detail the specific duties of the Historian in the Procedures Manual. If the Historian is not a Director, he/she shall serve as a non-voting advisor to the Board of Directors. Section 3. Expenses. The Academy shall reimburse the Historian for reasonable expenses in conducting his/her responsibilities as Historian. Section4. Attendance. It is the duty of the Historian to attend the regular and special meetings of the Board of Directors, the annual Trial Institute and the Academy Banquet. Article XIV Rules of Procedure Robert s Rules of Order shall govern all meetings of the membership of the Academy and of the Board of Directors, unless inconsistent with these Bylaws. Article XV Amendment to Bylaws Section 1. Non-Emergency Amendment. Absent an emergency, as a condition precedent to a vote on any amendment to these Bylaws, the Secretary shall give thirty days notice of such proposed amendment to all members, as well as the timeframe for the voting. These Bylaws may be amended by a majority vote as evidenced by acclamation at a membership meeting. Alternatively, these Bylaws may be amended by majority vote, with ballots to be distributed and returned in such manner as is authorized by the Board of Directors. Amendments pursued on BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 14

15 this alternate basis shall be adopted if over half of the ballots actually received support the proposed amendment. Ballots shall be returned by voting members to the President, who shall determine the cut-off date for return of the ballots, and who shall tally the ballots and preserve them for one year after the vote is counted. Section 2. Under Exigent Circumstances. In the event of exigent circumstances, the Secretary or other Officer shall provide full disclosure of the nature of the proposed amendment to the membership as early as practical under the circumstances then existing. Otherwise, the amendment process shall be the same as the non-emergency amendment process set forth above. These amended Bylaws were proposed at the regular membership meeting held on the 7 th day of August, 2013, pursuant to thirty days written notice thereof to the membership, and were adopted by the membership as the Bylaws of the Texas Academy of Family Law Specialists. [As amended August 2013] BYLAWS OF THE TEXAS ACADEMY OF FAMILY LAW SPECIALISTS Page 15