of Travis County Women Lawyers Association
A Texas Non-Profit Corporation
FIRST AMENDED AND RESTATED BYLAWS
of Travis County Women Lawyers Association
A Texas Non-Profit Corporation
Section 1. Name and Type. The name of the Corporation shall be Travis County Women Lawyers Association which shall be a non-profit corporation.
Section 2. Purpose. The Corporation is organized for exclusively charitable, scientific, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization described in Section 501(c)(3) of the Code, or any corresponding statutes hereafter in effect, or by an organization to which contributions are deductible under Section 170(a) of the Code.
Within the scope of the foregoing, the Corporation is organized and will operate to (i) advance the education of women lawyers; (ii) foster communication among women lawyers; (iii) strengthen the image and position of women lawyers in the community; (iv) work towards the elimination of gender bias; (v) inform the public about legal issues affecting women; and (vi) work towards the enhancement of the public perception of the legal profession.
Section 3. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation with the Office of the Secretary of State of the State of Texas.
Section 4. Other Offices. The Corporation may also have offices at such other places both within and outside of the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require or as may be desirable.
Section 5. Prior Bylaws Repealed and Replaced. These First Amended and Restated Bylaws repeal and replace any prior Bylaws of the Corporation.
ARTICLE II – MEMBERSHIP
Section 1. Membership. Voting membership shall be open to all dues-paying lawyers who are members in good standing with the State Bar of Texas (“Voting Members”). Associate, non-voting membership shall be open to law school students and to others as determined by the Board. All members, whether voting or non-voting, are individually referred to as a “Member” and collectively referred to as “Members” or the “Membership”. The Voting Members’ right to vote shall be limited to the approval of the following actions:
(i) Fundamental Actions as such term is defined by Section 22.164 of the Texas Business Organizations Code;
(ii) Election of the Board of Directors of the Corporation; and
(iii) Amendment of these Bylaws.
Section 2. Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by the Members.
Section 3. Meetings of Members and Accountability.
(i) Regular Meetings. Regular meetings of the Corporation shall be monthly with the exception of the summer break determined by the Board when there shall not be meetings (the “Summer Break”). Timely notice of meetings shall be distributed to the Membership, preferably in the monthly newsletter, and will include a description of any items requiring a vote at the applicable meeting. The regular annual meeting of the Members of the Corporation (the “Annual Meeting of the Members”) shall be held in the last meeting of the year before the Summer Break for the purposes of electing the Board of Directors and any other business as may be determined by the Board.
(ii) Other or Special Meetings. Any meeting of the Members may be called by the President or by a petition signed by ten percent of the Membership counted as of the Membership count on the date of the last Regular Meeting of the Members.
(iii) Quorum and Vote. A quorum for the Members to transact any business at any Meeting of the Members shall consist of those Voting Members in attendance. Except for Fundamental Actions, the vote of the majority of the votes cast by the Voting Members present at a meeting is the act of the Members. At least two-thirds of the affirmative votes of the Voting Members present at the meeting at which the action is submitted for a vote shall be required for the approval of a Fundamental Action.
Section 4. Virtual Meeting. Provided the place of any meeting of the Members has the technology available, a Member may participate in the meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE III – DIRECTORS
Section 1. Board of Directors. The powers of the Corporation shall be exercised by or under the authority of, and the affairs of the Corporation shall be conducted by, the Board of Directors (the “Board”), who may exercise all such powers of the Corporation.
Directors on the Board (which include the Officers as set forth in Article IV) must be Voting Members of the Corporation and discharge their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporation’s best interest. In this context, the term ordinary care means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on them, Directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors, or experts such as accountants or legal counsel. A Director is not relying in good faith if she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
The initial Board shall consist of those Directors and respective roles named in the Certificate of Formation. Thereafter, the number of Directors to be elected shall be fixed at a maximum determined by the Board. The number of Directors shall never be fewer than three. Directors may change these numbers by majority vote. All Directors have equal voting rights. Roles of individual Directors may be created, altered or dissolved by the Board from time to time in its discretion.
Section 2. Advisory Directors. Any Voting Member of the Corporation serving in Travis County as a federal judge or magistrate, as a judge of a state appellate court, as a judge or master of a state district court, or as a judge of a county court at law shall be invited to serve as an Advisory Director of the Corporation. The Advisory Directors shall not have voting rights as Directors unless elected to the Board of Directors as provided in these Bylaws.
Section 3. Term, Nomination, Election, Vacancies and Compensation.
(i) Term. Directors and Officers will serve for a term commencing upon their election at the Annual Meeting of the Members and ending precisely at the following Annual Meeting of the Members. There is no limitation on the number of terms a Director may serve on the Board.
(ii) Nomination of Candidates. Directors and Officers shall be nominated no later than the May meeting of the Board, either from the floor at that Board meeting or by having their names submitted to a Director prior to that Board Meeting. A list of names of the nominees, as approved by majority vote of the Board, shall be sent electronically to the membership within a reasonable time prior to the election.
(iii) Compensation. Directors and Officers shall not receive compensation for serving in their respective roles on behalf of the Corporation.
Section 4. Regular Board Meetings. The Board of Directors of the Corporation shall hold a monthly meeting (“Monthly Board Meeting”), except in the Summer Break, and additional board meetings as necessary from time to time (“Special Board Meeting”). The Board shall have a closed annual planning meeting during the Summer Break each year on the date determined by the Board.
Section 5. Special Board Meetings. Special Board Meetings of the Board may be called by the President or a majority of the Directors with seventy-two hours’ notice to each Director given in the manner provided in these Bylaws. Unless otherwise required by law, the Certificate of Formation, or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum; Majority Vote.
(i) At all meetings of the Board, the majority of the number of Directors constituting the entire Board, shall constitute a quorum for the transaction of business, and the act of a majority of all Directors constituting the entire Board, shall be the act of the Board. If a quorum shall not be present in person at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
(ii) The vote of two thirds of the Directors shall be required to amend the Certificate of Formation or these Bylaws or to dissolve the Corporation.
(iii) Attendance at the Monthly Board Meeting is required. A total of three (3) absences will be adequate reason for removal from the Board.
Section 7. Virtual Meeting. Unless otherwise restricted by the Certificate of Formation, subject to the provisions required or permitted by law or these bylaws for notice of meetings, a Director may participate in and/or hold a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 8. Resignation, Removal, and Vacancies. Any Director may resign at any time by written notice to the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at such other time as may be specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Directors may be removed from office, with or without cause, by the affirmative vote of a majority of all Directors. If any Director violates her duty of loyalty to the Corporation, she may be removed from office by the vote of a majority of Directors. Any person elected to the Board to fill a vacancy caused by the death, resignation, or removal of a Director shall serve for the unexpired term of the person replaced. Newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, or other cause (including removal from office) may be filled only by the affirmative vote of a majority of the Directors.
Section 9. Action Without Meeting. Any action required to be taken at any meeting of the Directors, or any action which may be taken at any meeting of the Directors, may be taken without a meeting, without prior notice, setting forth the action so taken, and shall be signed and dated by a sufficient number of Directors as would be necessary to take such action at a meeting at which all directors were present and voted. A Director vote on any matter may be conducted by electronic message for purposes of this Section.
Section 10. Committees. The President or the Board by resolution adopted by a majority of the Directors may designate one or more committees to serve at the pleasure of the Board, with such powers and duties as authorized by Sections 22.218 and 22.219 of the Texas Business Organizations Code, the Board, the Certificate of Formation, and these Bylaws.
ARTICLE IV – OFFICERS
Section 1. Officers. The Officers of the Corporation shall initially consist of a President, Vice President who shall be the President-Elect, Secretary, and Treasurer. The Board may create, amend, or vacate officer positions, define the authority and duties of each such position, and elect persons to fill the positions. Two or more offices may not be held by the same person.
Section 2. President. The President shall, if present, preside at all meetings of the Board and, subject to the direction of the Board, shall have and exercise charge of and general supervision over the business affairs of the Corporation. She shall also have responsibility for managing the day-to-day operations of the Corporation and, subject to the oversight and direction of the Board, shall have the powers and duties customarily held by the chief executive officer of a corporation, which may include signing contracts on behalf of the Corporation. She shall also have such other authority and perform such other duties as may be prescribed from time to time by the Board or these Bylaws. The President shall give or cause to be given notice, as required by these Bylaws or by law, of all Board meetings of the Board.
Section 3. Secretary. The Secretary shall have the duty of recording the proceedings of the minutes of the Board in a minute book to be kept for that purpose. In the absence of the Secretary, the minutes of all meetings of the Board shall be recorded by such person as shall be designated by the Board. The Secretary also shall perform such other duties and have such other powers as may be permitted by law or as the Board may from time to time prescribe or authorize.
Section 4. Treasurer. The Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including, without limitation, the duty and power to keep and be responsible for all funds and securities of the Corporation, to maintain the financial records of the Corporation, to deposit funds of the Corporation in depositories as authorized, to disburse such funds as authorized, to make proper accounts of such funds, to prepare the necessary annual and periodic state and federal tax filings of the Corporation, and to render as required by the Board accounts of all such transactions and of the financial condition of the Corporation. She shall also have such other authority and perform such other duties as may be prescribed from time to time by the Board or these Bylaws.
Section 5. President-Elect. The President-Elect shall carry out all duties of the President in the President’s absence; arrange the programming for all membership meetings; and assist the President as required. She shall also have such other authority and perform such other duties as may be prescribed from time to time by the Board or these Bylaws.
ARTICLE V – INDEMNIFICATION; INSURANCE
Section 1. Indemnification. To the extent permitted by Sections 8.101 through 8.106 of the Texas Business Organizations Code, the Corporation shall indemnify any present or former Director, officer, employee, or agent of the Corporation against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with a proceeding in which the person was, is, or is threatened to be made a named defendant or respondent because of actions taken by the person in the capacity of, and as, a Director, officer, employee, or agent of the Corporation, unless the person shall have been adjudged guilty of willful misconduct or gross negligence in the performance of her duties by a court of law.
Notwithstanding the foregoing, the Corporation will indemnify a person only if she acted in good faith and reasonably believed that her conduct was in the Corporation’s best interests, and in all other cases, that her conduct was at least not opposed to the Corporation’s best interests. In the case of a criminal proceeding the person may be indemnified only if she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
Section 2. Insurance. The Corporation may purchase and maintain insurance or make other arrangements, at its expense, to protect itself and any such Director, officer, employee, agent, or person as specified in Section 1 of this Article, against any such expense, liability, or loss, whether or not the Corporation would have the power to indemnify her against such expense, liability, or loss under the Texas Business Organizations Code.
ARTICLE VI – DISSOLUTION
Section 1. Dissolution. Upon the vote of a majority of the Directors, the Board may dissolve the Corporation. In the event of the dissolution of the Corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, all the business, property, and assets of the Corporation shall go and be distributed to a non-profit fund, foundation, or corporation which is organized or operated exclusively for charitable, scientific, and/or educational purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code as the Directors of the Corporation may select and designate. In no event shall any of the said assets or property go or be distributed to any persons, either for the reimbursement of any sum subscribed, donated, or contributed by such persons, or for any other such purpose.
ARTICLE VII – GENERAL PROVISIONS
Section 1. Method of Notice. Whenever by law, the Certificate of Formation, or these Bylaws, notice is required to be given to any Member or Director, it shall not be construed to mean personal notice, but any such notice may be given in writing in any of the following methods:
(i) In person;
(ii) By mail, postage prepaid, addressed to such person at her address as it appears in the records of the Corporation;
(iii) By facsimile transmission to a number provided for the purpose of receiving notice;
(iv) By electronic transmission, including email; or
(v) Communicated by some other form of electronic transmission, in each case to a number or address as it appears on the books of the Corporation and provided by the recipient.
Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail. Any notice required or permitted to be given by facsimile transmission or by electronic mail shall be deemed to be delivered on successful transmission of the facsimile or electronic mail. All notices shall be deemed to have been received no later than actual receipt. It shall be the duty of any Member or Director to register her physical and electronic address with the Secretary of the Corporation.
Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of law, of the Certificate of Formation, or of these Bylaws, a waiver thereof in writing or by electronic transmission, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 3. Contracts. The Board may authorize any officer, director, or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
Section 4. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board. Any books, records, and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 5. Inspection Rights. Any Director may, by written request, inspect and receive copies of all the corporate books and records required to be kept under the Bylaws if she has a proper purpose related to his interest in the Corporation. The requesting Director shall bear the costs associated with such inspection.
Section 6. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
Section 7. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.
Section 8. Construction. These Bylaws will be construed under Texas law. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:
(i) The remainder of these Bylaws shall be considered valid and operative; and
(ii) Effect shall be given to the intent manifested by the portion held invalid or inoperative.
Section 9. Time Periods. In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.
Section 10. Amendment. These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Voting Members and Board pursuant to Article II, Section 1 (iii) and III, Section 6 (ii) of these Bylaws.
I, the undersigned, being the Secretary of Travis County Women Lawyers Association, a Texas non-profit corporation DO HEREBY CERTIFY THAT the foregoing are the Bylaws of said Corporation, as adopted by the Voting Members of said Corporation on the 20th day of June, 2018.
Tracy McCreight, President