Bylaws

Bylaws

Download the SABA Bylaws PDF.

ARTICLE I

IDENTITY

The San Antonio Bar Association may be hereinafter referred to as the “Association.” The purposes for which this Association is formed are set forth in the Articles of Incorporation of this Association.

ARTICLE II

BOARD OF DIRCTORS

2.1 NUMBER: The corporate powers, business and property of the Association shall be exercised, conducted and controlled by a  Board of fourteen (14) directors.

2.2 ELECTION: The Board of Directors shall consist of eight (8) directors elected for a term of two years by the members of the Association and six (6) directors who shall be the President, President-Elect, Vice-President, Secretary and Treasurer, elected by the members of the Association and the immediate Past-President of the Association. The two-year term of the eight (8) elected directors shall be staggered in order of four (4) directors to be elected each year. No director shall be eligible to  run for an officer position which would prevent him/her from completing his/her two year term as director. Any director who ceases to be a member  of the  Association of any reason shall cease to be a member of  the  Board  of  Directors. Any Director who is guilty of any conduct detrimental to the Association shall cease to be a Director upon resolution  to that effect passed by at least nine members of the Board of Directors.

2.3 REGULAR MEETINGS: As soon as practicable after August 1 next following the election of officers and directors, the newly elected Board shall hold a regular meeting and organize. In addition to the first meeting, the Board of Directors shall meet at least bi-monthly thereafter, at such time and place as the Board may

2.4 SPECIAL MEETINGS: A special meeting of the Board of Directors shall be held whenever called by the President or by a majority of the Directors, which meeting can be held without written notice. Any and all business may be transacted at a special

2.5 NOTICE OF REGUALR MEETINGS: Notice of all regular meetings of the Board of Directors shall be provided to each Director in advance of each meeting.

2.6 VACANCIES: If a vacancy shall occur on the Board of Directors, the Board shall, by majority vote, fill such vacancy and the person so elected shall serve for the unexpired term of his/her

2.7 QUORUM: A quorum of the Board of Directors shall be eight (8) unless the President or a majority of the Board of Directors present at a meeting determines that an issue is of such importance that seven (7) members shall constitute a

2.8 ADVISORY DIRECTORS: The members from Bexar County of the Board of Directors of the State Bar of Texas (including President-Elect and President) and the current Presidents of the Bexar County Women’s Bar Association, the San Antonio Black Lawyers’ Association, the San Antonio Mexican-American Bar   Association   and  the   San   Antonio   Young  Lawyers’ Association, shall each be an Advisory Director of this Association and as such shall have all privileges of a Director of the Association except the right to vote; provide, however, that any person who is duly elected as a Director of the Association shall not be disqualified from voting and serving as a Director of the Association by reason of the fact that such person is or becomes a Director of the State Bar of Texas or the president of any of these bar associations. The Board of Directors may add or remove advisory directors.

ARTICLE III

POWER OF DIRECTORS

The Directors shall have the power:

3.1 To conduct, manage and control the business of the Association and to make rules and regulations for the guidance of the officers and management of its affairs; and

3.2 To appoint and remove all agents and employees of the Association and members of any committee of the Association, prescribe their duties, fix their compensation and require from them, if appropriate, security for faithful service; provided, however, no relative of any officer or director shall be employed by the Association; and

3.3 To call special meetings of the members when they deem it necessary; provided, however, that they must call a special meeting at any time upon written  request of ten percent of the members;  and

3.4 To select one or more federally insured financial institutions to act as depository of the funds of the Association, to determine the manner of receiving, depositing, disbursing  same, the  form of checks and the person or persons by whom shall be signed, and to change such banks or savings associations, or a person or persons signing such checks, and terms thereof at will; and

3.5 To appoint an Executive Director to control and manage the daily affairs of the Association and to delineate the extent of the authority of the Executive Director; and

3.6 To delegate to an Executive Director or his agents and employees any delegable duties assigned to the officers and/or the Board of Directors of the Association; and

3.7 To have such other powers and duties and perform such acts as are consistent with the provisions of these By-Laws.

ARTICLE IV

DUTIES OF DIRECTORS

The business and affairs of the Association shall be managed and conducted and its property controlled by its Directors.

ARTICLE V

OFFICERS

5.1 The Officers of the Association consists of a President, a President­ Elect, a Vice-President, a Secretary, a Treasurer, and an Immediate Past President. 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 by the members a President-Elect, a Vice-President, a Secretary and a

5.2 If the  office of the  President  becomes  vacant,  the President-Elect shall succeed to such office.

5.3 If a vacancy occurs in any office, the Board of Directors shall fill such vacancy and the person so selected shall serve for the unexpired term of his/her

ARTICLE VI

DUTIES OF OFFICERS

6. 1 PRESIDENT: The President shall:

(a) Preside over all meetings of the of the members of the Association and the Board of Directors; and

(b) Sign such papers of the Association as he/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;

(c) Be an ex-officio member of all committees of the Association; and

(d) Exercise such appointive powers as permitted by these By-Laws.

6.2 PRESIDENT ELECT: The President-Elect shall be an ex-officio member of all standing and special committees. Upon conclusion of the President’s term of office, the President-Elect shall automatically become President.

6.3 VICE-PRESIDENT AND THE IMMEDIATE PAST PRESIDENT: The vice-president shall, in the absence of the President, perform the duties and execute the powers of the President and perform such other duties as the directors

6.4 SECRETARY: The Secretary shall keep the minutes of the meetings of the Board of Directors, and such other papers pertaining to the Association as the Secretary may be authorized or directed to do by the Board of Directors.

6.5 TREASURER: The Treasurer shall be responsible for reporting the financial status of the Association and have charge and custody of and be responsible for all funds and securities of the Association. The Treasurer may designate a member of the staff of the Association to perform those duties.

ARTICLE VII

INSURANCE

7.1  PURCHASE OF INSURANCE.   The Association shall purchase and maintain insurance for the Officers and Directors of the Association.

ARTICLE VIII

COMMITTEES AND SECTIONS

8.1 STANDING COMMITTEE: The President may appoint the members of all standing committees and designate a Chair for each, and a Vice­ Chair if desired, to serve during his/her term in office. It shall be the responsibility of the Chairman of each committee to see that it functions in accordance with the purpose for which the Committee was organized and to file a written report with the Board of Directors of the activities of the Committee before  the July

8.2 SECTIONS: The   Board  of   Directors   may  from   time  to  time authorize the formation and/or dissolution of sections of the Association. Any member of a section must be a member of the Association. Subject to the prior approval of the Board of Directors, each section shall adopt By-Laws.

8.3 FEES: The Board of Directors may asses and collect fees for each committee or section. Any committee or section that is assessed a fee by the association shall be provided quarterly financial statements by the Association,

8.4. ACTION OF COMMITTEES AND SECTIONS: No Committee or Section shall commit the Association, take action in the name of the Association  or make public statements in the name of the Association without first obtaining the express approval of the Board of Directors.

ARTICLE IX

NOMINATIONS AND ELECTIONS

9.1 The Nominating Committee may nominate at least two members of the Association for each elective office to be filled. Such nominations shall be made not less than sixty days prior to the May meeting, and a list of such nominations shall be published in an official publication of the Association, within thirty days after the nominations are

9.2 Other nominations may be made by the submission to the nominating committee, at least seventy (70) days prior to the July meeting, of a written petition signed by twenty-five members of the Association, requesting and designating the name or names of other members to be placed on the list of nominees.

9.3 The Association committee  shall  provide ballots  containing the names of the nominees and indicating the office for which each is nominated, and all such ballots shall be provided to the members at least ten days before the July meeting. The Association shall determine the rules and guidelines for the election. Failure to follow the rules and guidelines may result in a nullification of the ballot. No nominee can serve as tabulator. The result of the election shall be announced  by the  President  at  the  July  meeting,  and  the  members  so elected shall serve for the year beginning with the first Monday in August after election, or until their successors are duly elected and qualified.

9.4 In case of Directors, the four (4) nominees receiving the  largest number of votes shall be declared elected. In the case of officers, the nominees receiving the largest number of votes shall be elected.

ARTICLE X

MONEY

10.1 All money collected or received for the account of the Association shall be deposited as and when received in a federally insured  financial institution selected by the Board of Directors and shall be withdrawn  only by check signed by at least two of the persons designated  by the Board of  Directors to sign checks.

10.2 The Board of Directors shall have the power to determine when and under what terms the Association  may borrow money.

ARTICLE XI

MEMBERSHIP

11.1 TYPES OF MEMBERS: The Association shall determine the types of membership and criteria for each type of membership

11.2 DUES: Membership in the Association is conditioned upon the receipt by the Association of dues as set by the Board of Directors for each fiscal year beginning August 1 and ending on July 31 of the next succeeding year, payable in advance on the first day of August of each fiscal year. Dues for new members shall be prorated. If any member fails to pay the annual dues when due and  payable,  the  member  shall be notified  by mail of such  If  the member fails to pay such dues within two (2) months after the notice is mailed, such member shall cease to be a member of the Association unless the Board of Directors, in its sole discretion, shall allow such member to continue to be a member of the Association.

11.3 TERMINATION: The  Board of  Directors  may,  after reasonable notice, terminate the membership of any member.

11.4 REINSTATEMENT: When any person has ceased to be a member of the Association for any reason the Board of  Directors  may reinstate such person to

11.5 APPLICATIONS: Applications for  membership  shall be referred by the Executive Director to the Board of Directors.

ARTICLE XII

MEETINGS OF MEMBERS

12.1 ANNUAL MEETING: The Annual Meeting of the Association shall be held on the last Thursday in July of each year. Notice shall be given to all members in

12.2 REGULAR MEETINGS: There shall be one regular meeting of the Association at least quarterly at such time and place as the Board of Directors may determine. Notice shall be given to all members in advance.

12.3 SPECIAL MEETINGS: Special meetings may be called by the President or by the Board of Directors or upon written request of 10% of the membership of the

12.4 MEMBERSHIP QUORUM: One hundred members of theAssociation shall constitute a quorum for the transaction of the business at any meeting.

ARTICLE XIII

AMENDMENT OF THE BY-LAWS

13.1  The  By-Laws  may only be amended  by a  majority  vote at  any meeting of the Association. Written notice of the proposed amendment shall be provided to  all members  at  least ten days but not more than fifty day in  advance of such meeting. Such notice shall also contain a copy of the  proposed amendment (s) to the By-Laws.

ARTICLE XIV

FISCAL YEAR

14.1 The Association shall keep its books and accounts and otherwise conduct its affairs on the basis of a fiscal year which shall begin on the 1st day of August in each year and shall end the thirty-first day of July of the next succeeding year.

CERTIFICATE

I, Andrew Kerr, hereby certify:

That I am the Secretary of the San Antonio Bar Association, a Texas non­ profit corporation; and that the foregoing By-Laws consisting of eleven (11) pages, are a true and correct copy of the By-Laws of the San Antonio Bar Association as duly adopted by approval at a special meeting on October 22, 2009.

IN WITNESS WHEREOF, I have hereto set my hand this 17th day of November, 2009

SAN ANTONIO BAR ASSOCIATION