State Bar of Texas Environmental & Natural Resources Law Section
Bylaws

Restated Bylaws of the Environmental and Natural Resources Law Section of the State Bar of Texas


AS ADOPTED JUNE 30, 1982, AND
AMENDED ON JUNE 7, 1985, JUNE 18, 1993, JUNE 12, 1998, AND JUNE 23, 2000


ARTICLE I
NAME AND PURPOSE

1.1 Name. This Section shall be known as the Environmental and Natural Resources Law Section of the State Bar of Texas.

1.2 Purpose. The purpose of the Section shall be the promotion of the objectives of the State Bar of Texas within the field of environmental law through the gathering, improvement, and distribution of knowledge of the rapidly developing law of environmental management, control, and enhancement.





ARTICLE II
MEMBERSHIP

2.1 Membership.

(a) The Section may enroll as a member of the Section any member of the State Bar of Texas, who is in good standing, or any other person, upon that person's registration of his or her name with the Secretary of the Section and his or her payment of dues for the year to which membership relates.

(b) Persons so enrolled shall constitute the membership of the Section.

2.2 Annual Dues.

By resolution, the Executive Committee shall determine from time to time the annual dues that each member shall pay, subject to the membership's repeal or change.

2.3 Rights of Membership.

(a) Only those persons who are current members in good standing of the Section and who are licensed to practice law shall be entitled to vote at any annual or special meeting.

(b) The Executive Committee shall give notice of any special meeting of members or any annual meeting at which members will be considering amendments to the Bylaws to those persons who are who are members entitled to vote on the date on which the Committee gives such notice.

2.4 Termination of Membership.

Membership of any person in the Section shall terminate upon the expiration of six months from the date upon which the person's annual dues to the Section became due and payable.




ARTICLE III
OFFICERS AND EXECUTIVE COMMITTEE

3.1 Officers.

The officers of the Section shall be a Chair, a Vice-Chair, a Chair-Elect, a Secretary, and a Treasurer, each of whom must be a member of the Section.

3.2 Term of Office; Officers.

(a) The term of the Chair, the Vice-Chair, and the Chair-Elect shall be for one year beginning at the close of the annual meeting of the Section at which the membership elected the officer and shall end at the close of the next succeeding annual meeting of the Section and when the officer's successor has been elected and qualified, or upon the officer's earlier death, resignation, disqualification, or removal from office.

(b) The Chair-Elect shall, at the end of his or her term in office, succeed to the office of Chair for the immediately succeeding one-year term.

(c) The term of the Secretary and the Treasurer shall be for two years beginning at the close of the annual meeting of the Section at which the membership elected the officer and shall end at the close of the second succeeding annual meeting of the Section and when the officer's successor has been elected and qualified, or upon the officer's earlier death, resignation, disqualification, or removal from office.

(d) A Chair, a Vice-Chair, and a Chair-Elect shall be eligible to serve two or more consecutive terms in the office that they hold.

3.3 Editor-in-Chief of the Journal.

(a) The Chair shall appoint, with the approval of the Executive Committee, the Editor-in-Chief of the Environmental Law Journal of the Section.

(b) The term of the Editor-in-Chief shall begin upon the date of his or her appointment and shall end at the close of the next succeeding annual meeting of the Section and when the Editor-in-Chief's successor has been appointed, or upon his or her earlier death, resignation, disqualification, or removal from office.

(c) The Editor-in-Chief may succeed himself or herself in the position.

3.4 Executive Committee. The Executive Committee shall consist of sixteen members, of which:

(1) nine members (the "Elected Members") shall be elected in accordance with Articles III and IV of these Bylaws, and

(2) seven members shall serve as ex officio members by virtue of their respective positions as Chair, Chair-Elect, Vice-Chair, Secretary, Treasurer, Editor-in-Chief, and Immediate Past Chair.

3.5 Term of Office; Elected Members.

At each annual meeting of the Section, the members of the Section shall elect three Elected Members of the Executive Committee for terms of three years, to begin at the close of the annual meeting of the Section at which they were elected and to end at the close of the third succeeding annual meeting of the Section and when the Elected Members' successors have been elected and qualified, or upon such Elected Members' earlier deaths, resignations, disqualifications, or removal from office.

3.6 Immediate Past Chair.

(a) The term of the Immediate Past Chair shall begin upon the date of that his or her successor in the office of Chair succeeds him or her in the office of Chair and shall continue while that successor is in office as Chair, including multiple terms, and shall then end upon at the end of the term(s) of his or her successor in the office of Chair other than by death, resignation, disqualification, or removal from office.

(c) The Immediate Past Chair shall be the chair of any bar association outreach committee created under these Bylaws.

3.7 Eligibility.

(a) An Elected Member of the Executive Committee shall not be eligible for election to two full consecutive terms as an Elected Member. However, an Elected Member shall be eligible for election as an officer of the Section at any time during his or her term, and shall be eligible for election to a full three-year term as an Elected Member immediately after serving the remainder of an unexpired term of another Elected Member.

(b) If an Elected Member is elected to be an officer of the Section during his or her three year-term, then that position will be vacant, and the membership of the Section will fill that vacancy in accordance with these Bylaws.

3.8 Removal.

(a) The membership of the Section by the affirmative vote of a majority of the members voting at any meeting of the Section may remove any officer or Elected Members of the Executive Committee or the Editor-in-Chief either for or without cause.

(b) If any Elected Member of the Executive Committee fails to attend two consecutive meetings of the Executive Committee, the Chair may, in the exercise of his or her discretion, declare the position of that Elected Member vacant.

3.9 Vacancies.

(a) If any vacancy occurs in the position of an officer or Elected Member of the Executive Committee, except for the Chair, or in the position of Editor-in-Chief , between meetings of the Executive Committee, then the Executive Committee, by the affirmative vote of a majority of the Executive Committee then remaining in office, though less than a quorum, shall fill the vacancy.

(b) Any officer or Elected Member of the Executive Committee filling any vacancy pursuant to subsection (a) of this section shall serve until the next annual meeting of the Section. At which time, the members, by the affirmative vote of a majority of the members present, shall fill that vacancy for the unexpired term of that position.




ARTICLE IV
NOMINATIONS AND ELECTIONS

4.1 Nominations.

(a) The Nominating Committee shall make and report nominations to the Section for the offices of Vice-Chair, Chair-Elect, Secretary, Treasurer, and Elected Members of the Executive Committee, to succeed those persons whose terms will expire at the close of the then annual meeting of the Section. This Committee also shall make and report nominations to the Section to fill vacancies then existing for unexpired terms of officers and Elected Members of the Executive Committee in accordance with these Bylaws. The Chair of the Nominating Committee shall present a copy of its nominations to the annual meeting of the Section at which the elections are to be held.

(b) Members may make additional nominations for the same offices and Elected Members from the floor at the annual meeting of the Section.

(c) In making and reporting its nominations for officers and Elected Members of the Executive Committee, the Nominating Committee shall adhere, insofar as is practicable, to the principle that the nominees, as a group, shall be representative of all constituents of the membership of the Section.

4.2 Elections.

(a) All offices and positions filled pursuant to this Article shall be by a majority vote of the members of the Section in attendance at the annual meeting.

(b) The members shall use written ballots or any other method that the Chair of the Section deems proper in casting votes in these elections.





ARTICLE V
DUTIES OF OFFICERS

5.1 Chair.

(a) The Chair shall be the chief executive officer of the Section. Subject to the provisions of these Bylaws, the Chair shall have general supervision of the affairs of the Section.

(b) The Chair shall serve as Chair of the Executive Committee and shall preside both at meetings of the Executive Committee and at meetings of the members of the Section.

(c) The Chair shall formulate and present an annual report on the work of the Section at the end of his or her term in office, and generally shall exercise all of the powers usually appertaining to the office.

5.2 Chair-Elect.

(a) The Chair-Elect generally shall assist the Chair and shall have such powers and perform such duties and services as shall from time to time the Chair or the Executive Committee shall prescribe or delegate to the Chair-Elect.

(b) The Chair-Elect also shall be an ex officio member of any committee that the Chair or the Executive Committee appoints.

5.3 Vice-Chair.

(a) The Vice-Chair shall generally assist the Chair and shall have such powers and perform such duties and services as shall from time to time the Chair or the Executive Committee shall prescribe or delegate to the Vice-Chair.

(b) Upon the death, resignation, disqualification, or removal of the Chair, the Vice-Chair shall perform the duties of the Chair for the remainder of the Chair's term. During the disability of the Chair, or upon his or her absence or refusal to act, the Vice-Chair shall perform the duties of the Chair during so much of the Chair's term as the absence or disability continues.

5.4 Secretary.

(a) The Secretary shall see that notice is given for all meetings of the members and of the Executive Committee whenever notice is required by law or these Bylaws, and shall keep and attest true records of all proceedings at all meetings.

(b) The Secretary shall be custodian of all books, reports, and records of the Section except those for which another officer is properly accountable.

(c) With the Chair, the Secretary shall prepare a summary of the proceedings of the annual meeting of the Section and shall submit the same to the Board of Directors of the State Bar of Texas.

(d) In conjunction with the Chair, and as the Executive Committee authorizes, the Secretary shall generally attend to the business of the Section and shall exercise all of the powers usually appertaining to the office.

5.5 Treasurer.

(a) The Treasurer shall be the chief accounting and financial officer of the Section and shall have active control of, and be responsible for, all matters pertaining to the accounts and finances of the Section.

(b) The Treasurer shall be custodian of all financial records of the Section and shall receive all dues and other funds paid to the Section and shall make payments for items that the Executive Committee approves in accordance with these Bylaws.

(c) With the Chair, the Treasurer shall have full authority to appoint depositories of the funds of the Section and to make deposits to and to withdraw funds from these depositories.

(d) At least once annually, the Treasurer shall publish, or cause to be published, in a manner that the Executive Committee determines, a statement fairly reflecting the financial condition of the Section.

(e) The Treasurer generally shall perform all duties usually appertaining to the office.

5.6 Editor-in-Chief of the Journal. The Editor-in-Chief of the Journal shall oversee the compilation, publication, and distribution of the Environmental Law Journal of the Section.




ARTICLE VI
DUTIES AND POWERS OF THE EXECUTIVE COMMITTEE


6.1 Function.

(a) The Executive Committee shall have general supervision and control of the affairs of the Section subject to the provisions of the Constitution and Bylaws of the State Bar of Texas and these Bylaws.

(b) It especially shall supervise and approve the expenditure of any monies that the Section receives as annual dues and of any funds appropriated for the use or benefit of the Section. It shall not authorize commitments or contracts that will entail the payment of any money during a future fiscal year, unless the Board of Directors of the State Bar of Texas shall have previously appropriated the money to the Section for that fiscal year.

(c) It also shall cause to be published the Environmental Law Journal of the Section.

6.2 Committees. The Executive Committee may authorize the Chair to appoint committees to perform such duties and exercise such powers as the Executive Committee may direct, subject to the limitations of these Bylaws and Constitution and Bylaws of the State Bar of Texas.

6.3 Quorum and Manner of Acting.

(a) At all meetings of the Executive Committee, the presence of five members will be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise expressly provided by law or these Bylaws. Only members of the Executive Committee actually present shall be counted for purposes of determining the existence of a quorum.

(b) Members of the Executive Committee may vote in person, or, if absent, may communicate their votes in writing to the Secretary upon any proposition, and the Secretary shall count such votes as if cast personally.

(c) The act of the majority of the members of the Executive Committee who are present in person or who have communicated votes in writing to the Secretary at a meeting at which a quorum is present shall constitute the act of the Executive committee, unless the act of a greater number is required by law or these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Executive Committee.

(d) If a quorum is not present at any meeting of the Executive Committee, a majority of the members present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such time as a quorum is present.

6.4 Action Without Meeting.

(a) The Chair of the Section may, and upon the request of any member of the Executive Committee shall submit, or cause to be submitted, in writing to each member of the Executive Committee any proposition upon which the Executive Committee is authorized to act. The members of the Executive Committee may vote upon propositions so submitted by communicating their votes on the propositions in writing, over their respective signatures, to the Secretary of the Section, or by contacting the Secretary personally by telephone and communicating their votes to the Secretary.

(b) The Secretary shall record in the minutes each proposition so submitted, when, how, and at whose request the proposition was submitted, and the vote of each member of the Executive Committee on the proposition, and shall preserve on file such written and signed votes, and shall preserve a record of any communication by telephone during which a vote of a member of the Executive Committee was cast, recording the date and time of the communication and attesting to such information.

(c) If the votes of a majority of the members of the Executive Committee so recorded shall be in favor of such proposition or if a majority of such votes so recorded shall be against such proposition, such majority vote shall constitute the binding action of the Executive Committee.





ARTICLE VII
MEETINGS

7.1 Annual Meetings of the Section's Membership.

(a) The Executive Committee shall cause an annual meeting of the Section to be held either in the same city as and during the annual meeting of the State Bar of Texas or during the Section's annual Environmental Superconference and at such time and place as the Executive Committee determines, with such program and order of business as the Executive Committee may arrange.

(b) The Section need not provide notice for any annual meeting of the membership of the Section.

7.2 Special Meetings of the Membership.

(a) The Chair, with the approval of the Executive Committee, the Executive Committee, or individuals collectively constituting not less then one-tenth of the members of the Section may call a special meeting of the membership at such place and time as the Chair may designate.

(b) The Secretary shall give written notice of the place, date, time, and purpose of each special meeting of members not less than ten nor more than fifty days before the date of such meeting, to each member of the Section listed on the roster that the Secretary maintains in accordance with these Bylaws.

7.3 Quorum and Manner of Acting.

(a) The members of the Section present at any meeting shall constitute a quorum for the transaction of business.

(b) The act of a majority of the members present at any meeting shall constitute the binding act of the Section.

7.4 Annual Meetings of the Executive Committee. The Executive Committee shall hold its annual meeting not more than fifteen days before the date of the annual meeting of the Section.

7.5 Special Meetings of the Executive Committee.

(a) The Chair on his or her request or on the written request of three or members of the Executive Committee may call a special meeting of the Executive Committee at such place and time as the Chair may designate.

(b) The Chair or the Secretary shall give notice stating the place, date, and time of each such special meeting of the Executive Committee to each member of the Committee, either personally or by mail, telephonic document transfer, or telegram, not less than three days before the date of such meeting.

(c) The matter to be considered at any special meeting of the Executive Committee need not be specified in the notice pertaining to such meeting.

7.6 Waiver of Notice.

(a) Whenever these Bylaws require any notice to be given to any member of the Section or to any member of the Executive Committee, a waiver of that notice in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated in the notice, shall be equivalent to the giving of such notice.

(b) A waiver of notice of any meeting need not specify the matters to be considered at such meeting.

(c) Attendance of any person at a meeting of the members of the Section or of the members of the Executive Committee shall constitute a waiver of notice of such meeting by such person, except when a person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not called or convened lawfully.






ARTICLE VIII
MISCELLANEOUS PROVISIONS

8.1 Compensation.

(a) The Section shall not pay a salary or compensation to any officer or to any Elected Member of the Executive Committee or to any member of an appointed committee, except that the Section may pay the Editor-in-Chief and the Associate Editor of the Journal a stipend for the execution of their duties in the publication of the Environmental Law Journal.

(b) The Section may reimburse officers, Elected Members of the Executive Committee, and other committee members for their actual out-of-pocket expenses incurred in conducting the business of the Section.

8.2 Printing. The Section shall have all printing done for the Section or for any committee of the Section under the supervision of the headquarters office of the State Bar of Texas except when the Chair of the Section deems it appropriate to do otherwise.

8.3 Approval by the State Bar of Texas. An action, policy determination, or recommendation of the Section or any committee of the Section shall not be deemed to be, or be referred to as, the action of the State Bar of Texas prior to submission of the same to, and approval by, the Board of Directors of the State Bar of Texas or the General Assembly of the State Bar of Texas.

(b) The Chair, upon the request of the Section, may report any resolution that the Section has adopted or action taken to the annual meeting of the State Bar of Texas for action on that resolution.

8.4 Financial Reporting and Investment Policy. The Section adopts by reference Section 6.02.06 of Part VI of the State Bar of Texas Board of Directors' policy manual, as amended or recodified.




ARTICLE IX
AMENDMENTS

9.1 Amendments.

(a) The membership may amend or repeal these Bylaws or may adopt new bylaws by the affirmative vote of a majority of the members of the Section present and voting at any annual meeting of the Section, if a majority of the members of the Executive Committee has first approved the proposed amendment, repeal, or new bylaws.

(b) The Executive Committee may amend or repeal these Bylaws or may adopt new bylaws by the affirmative vote of a majority of the members of the Executive Committee present and voting at any annual meeting of the Executive Committee.

(c) An amendment, repeal, or new bylaw adopted pursuant to either subsection (a) or (b) of this section shall not become effective until a majority of the members of the Board of Directors of the State Bar of Texas has approved it.

(d) The Chair or the Secretary shall give written notice of the place, date, time, and purpose of any annual meeting of the Section at which amendments to these Bylaws shall be considered not less than ten nor more than fifty days before the date of that meeting, to each member of the Section listed on the roster that the Secretary maintains in accordance with these Bylaws.

CERTIFICATE

I, the undesigned Secretary of the Section, does certify that the foregoing is a true and correct copy of the Restated Bylaws of the Section, duly approved according to the applicable Bylaws.

WITNESS my hand as of this day of , 2000.

Constance Courtney Westfall

APPROVED:
By:
Printed Name:
Title:

For the Board of Directors of the State Bar of Texas.
 
 

 



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