Bylaws of the State Bar of Texas Construction Law Section

(As adopted June 2013)

ARTICLE I

Name and Purpose

Section 1.   Name.   This Section shall be known as the Construction Law Section of the State Bar of Texas.

Section 2.   Purpose. The purpose of this Section shall be to promote the objectives of the State Bar of Texas within the field of construction law.  

ARTICLE II

Membership and Dues

Section 1.   Members. Any member in good standing of the State Bar of Texas, upon the payment of dues for the current year, shall be enrolled as a member of this Section.

Section 2.   Annual Dues. The annual dues that each member of this Section shall be required to pay shall be set from time to time by the members of the Council of this Section with the approval of the Directors of the State Bar of Texas. The annual dues shall be due and payable in advance each year concurrently with the payment of the regular annual dues of the State Bar of Texas.

Section 3.   Termination of Membership. Any member of this Section whose annual dues shall be more than six months delinquent or who ceases to be a member in good standing of the State Bar of Texas shall thereupon cease to be a member of this Section.

ARTICLE III

Officers

Section 1.   Officers. The officers of this Section shall be a Chairperson, Chair-Elect, Secretary, Treasurer, and immediate Past Chairperson, each of whom shall be a voting member of the Section in good standing. Each shall hold office for a term beginning with the close of the annual meeting at which he or she is elected and ending at the close of the next succeeding annual meeting of the Section and until his or her successor has been elected.

Section 2.   Chairperson. The Chairperson shall preside at all meetings of Council and at the annual meeting of the Section. He or she shall formulate and present at each annual meeting of the State Bar of Texas a report of the work of the Section for the then past year. He or she shall perform such other duties and acts as usually pertain to his or her office.


Section 3.   Chair-Elect. The Chair-Elect shall automatically succeed to the Chairperson. The Chair-Elect shall be an ex-officio member of all of the committees appointed by the Chairperson of the Council. Upon the death, resignation, or during the disability of the Chairperson, or upon his or her absence or refusal to act, the Chair-Elect shall perform the duties of the Chairperson for the remainder of the Chairperson’s term except in case of the Chairperson’s absence or disability and then only during so much of the term as the absence or disability continues.

Section 4.  Secretary. The Secretary shall be the custodian of all books, papers, documents, and other property of the Section. He or she shall keep a true record of the proceedings of all meetings of the Section and of the Council, whether assembled or acting under submission. With the Chairperson, he or she shall prepare a summary or digest of the proceedings of the Section at its annual meeting for publication in the Texas Bar Journal; upon approval by the President of the State Bar of Texas. He or she, in conjunction with the Chairperson, as authorized by the Council, shall attend generally to the business of the Section.

Section 5.   Treasurer. The Treasurer shall receive all dues payable by members of the Section and all other funds to which the Section is entitled and shall make payments for expenses incurred in the regular course of the Section’s business, and for other items approved by the Chairperson or the Council. He or she shall keep accurate records and shall account for all sums received by him or her. He or she shall select the depository of all funds of the Section and shall keep an accurate account of all dues collected and of any monies appropriated to the Section and expended for its use.

ARTICLE IV

The Council

Section 1.   General Responsibility. The Council shall have general supervision and control of the affairs of this Section subject to the provisions of the Rules and Policy Manual of the State Bar of Texas and the Bylaws of this Section. It shall adopt procedures to authorize expenditures of money generally, and shall approve any expenditures which exceed the amount of annual dues collected by the Section and commitments or contracts which involve obligations for the payment of money by the Section in excess of Five Thousand Dollars. Change Article IV, Section 1 as follows:

Section 2.   Membership. The Council for the Section shall consist of a Chairperson, Chair-Elect, Secretary, Treasurer, Immediate Past Chairperson and nine general Council members to be elected by the Section as hereinafter provided. All members of this Section in good standing who have served as Chairpersons of this Section shall be ex-officio members of the Council. The Editor of the Construction Law Journal also shall be an ex-officio member of the Council. In addition, the President, Vice-President and President-Elect of the State Bar of Texas and the Board advisors to this Section from the Board of Directors of the State Bar of Texas shall be ex-officio members of the Council. In addition, the Legislative Affairs Advisor, the Insurance Advisor, and Young Construction Lawyer Representative shall be ex-officio members of the Council.

Section 3.   Filling Vacancies in Office. The Council, during the interim between annual meetings of the Section, may fill vacancies in its own membership, in the office of Secretary or Treasurer, or in the positions of Editor of the Construction Law Journal, Young Construction Lawyer Representative, the Insurance Advisor, or Legislative Affairs Advisor, or in the event of a vacancy in both the office of Chairperson and Chair-Elect, then in the office of Chairperson.

Section 4.   Ex-officio Members. Ex-officio members of the Council shall have the right to attend all Council meetings and participate in the discussions at Council meetings, but shall have no right to vote. Ex-officio members may serve on any committee, either as committee members or as Chairperson.

Section 5.   No Re-Election of General Members. No person shall be eligible for election as a general member of the Council if he or she is then a general member of the Council and has been such member continuously for a period of three years or more.

Section 6.   Removal for Failure to Attend Meetings. If any elected general member of the Council shall fail to attend three consecutive regular meetings of the Council, the office held by such member shall be automatically vacated, and the Council shall fill the vacancy for the unexpired term.

Section 7.   Construction Law Journal and Newsletter. The Council shall cause to be published a Construction Law Journal and newsletter and the Chairperson shall appoint one or more assistant editors for the Construction Law Journal.  The assistant editor or editors shall serve at the pleasure of the Chairperson.

Section 8.   Special Committees. The Council may authorize the Chairperson to appoint special committees from Section members, to perform such duties and exercise such powers as the Council may direct, subject to the limitations of these Bylaws and the Rules and Policy Manual of the State Bar of Texas. Special committees may be appointed to draft and study proposed legislation in the field of law of special interest to this Section. The Chairperson and members of such special committees may, but need not, be members or officers of the Council. The Chairperson may designate to whom any special committee shall report.

Section 9.  Continuing Legal Education. The Council may authorize the study of any and all problems related to the field of construction law, may conduct institutes and seminars and study sessions thereon, and may authorize participation in any institute or meeting relating to such subject matters conducted by the State Bar of Texas or any section or committee authorized by it. Change Article IV, Section 9 as follows:

Section 10.   Young Construction Lawyers Committee. A Young Construction Lawyers Committee is established to encourage young lawyers participation in the Section. The Chairperson shall appoint a Young Construction Lawyers Committee Chairperson for each city where a committee is organized. A Young Construction Lawyer Representative shall be nominated in accordance with Article V, Section 2 and elected from the membership of the Young Construction Lawyers Committee.

ARTICLE V.

Nomination and Election of Officers, Council Members, Journal Editor, Insurance Advisor, and Legislative Affairs Advisor Section

Section 1.   Nominations. The Chair-Elect, Secretary, Treasurer, Editor of the Construction Law Journal, Young Construction Lawyer Representative, Legislative Affairs Advisor, Insurance Advisor, and Council shall be nominated and elected, in the manner hereinafter provided at each annual election meeting of this Section, to hold office until the close of the next annual meeting thereafter, or in the case of the Insurance Advisor and the Legislative Affairs Advisor, as otherwise provided in Section 2 of Article V. The Chair-Elect for the preceding year shall be the Chairperson and the Chairperson for the preceding year shall be the Immediate Past Chairperson and each shall hold such office until the close of the next annual meeting thereafter.

Section 2.   Procedures for Nominations. Not less than ninety (90) days prior to the next annual meeting, the Chairperson shall appoint a nominating committee of five members of the Council, one of whom to be designated Chairperson of the nominating committee, which committee shall make and report nominations to the Section for the offices of Chairperson, Chair-Elect, Secretary and Treasurer, and to the positions of Editor of the Construction Law Journal, Insurance Advisor, and Young Construction Lawyer Representative, and the members of the Council to succeed those whose terms will expire at the close of the then annual meeting at which officers and members of the Council will be elected. In odd numbered years, the nominating shall make a nomination for the position of Legislative Affairs Advisor who will serve a two year term. In even numbered years, the nominating shall make a nomination for the position of Insurance Advisor who will serve a two year term. Ex-officio members of the Council may serve on the nominating committee. A copy of the report of the nominating committee shall be submitted to the Chairperson of this Section in sufficient time to conform to the notice requirement of Section 4 of this Article V, and shall be presented to the annual meeting by the chairperson of the nominating committee. Other nominations for the four offices and the positions of Editor of the Construction Law Journal, Young Construction Lawyer Representative, Insurance Advisor (in each even numbered year), and Legislative Affiars Advisor (in each odd numbered year) may be made from the floor.

Section 3.   Representative Membership. The voting membership of the Section Council should reflect, as much as possible, the membership of the Section as a whole, taking into consideration all relevant factors, including, but not limited to, the geographical location of the membership as a whole and other factors relevant to maintaining a Section Council membership which reflects the membership of the Section as a whole. Provided, however, that the representation need not be in proportion between those Section members who are Board Certified Specialists and those who are not.

Section 4.   Notice. Written notice of the nominees for election to the offices and council positions as nominated by the nominating committee shall be given to members of the Section not less than thirty days prior to the date set for the election.

Section 5.   Number and Term of Council Members. Three members of the Council shall be elected at each annual meeting of the Section, for terms of three years beginning at the close of the annual meeting at which they shall have been elected and ending at the close of the third succeeding annual meeting of the Section.

Section 6.   Elections. All elections shall be made by majority vote of the voting members of the Section in attendance at the annual meeting and shall be by written ballot unless otherwise ordered by resolution duly adopted by the Section at the meeting at which the election is held.

ARTICLE VI

Meetings

Section 1.   Annual Meeting of Section. The annual meeting of this Section shall be held within thirty days of the annual meeting of the State Bar of Texas, and at a time and place to be determined by the Council of the Section, with such program and order of business as may be formulated by the Chairperson.

Section 2.   Special Meetings of Section. Special meetings of this Section may be called by the Chairperson upon approval of the Council, at such time and place and upon such notice as the Council may determine.

Section 3.   Voting at Section Meetings. The members of the Section present at any meeting shall constitute a quorum for the transaction of business. All binding action of the Section shall be by a majority vote of the members present.

Section 4.   Meetings of Council. Special meetings of the Council may be called by the Chairperson at such place and time as he or she may designate.

Section 5.   Voting at Council Meetings. A majority of the members of the Council shall constitute a quorum for the transaction of business. Action by a majority vote of the Council members present shall constitute the binding action of the Council, except as provided in Section 6 of Article VI. Members of the Council when personally present at a meeting of the Council shall vote in person, but when absent may communicate their vote, in writing, upon any proposition to the Secretary and have it counted with the same effect as if cast personally at such meeting.

Section 6.  Council Voting on Formal Propositions. The Chairperson of the Section may, and upon the request of any member of the Council shall, submit or cause to be submitted in writing to each of the members of the Council, any proposition upon which the Council may be authorized to act, and the members of the Council may vote upon such proposition or propositions so submitted by communicating their vote thereon, in writing over their respective signatures, to the Secretary, who shall record upon his or her minutes each proposition so submitted, when, how, at whose request same was submitted, and the vote of each member of Council thereon, and keep on file such written and signed votes.  If the votes of a majority of the members of Council so recorded shall be in favor of such proposition or if such majority shall be against such proposition, such majority vote shall constitute the binding action of the Council.

Section 7.   Council Voting by Electronic Mail. The Chairperson may, upon approval of the Officers, who may be polled electronically, submit or cause to be submitted in writing (including by fax or e-mail), to each of the members of the Council, any proposition upon which the Council may be authorized to act, and the members of the Council may vote upon such proposition or propositions so submitted, by communicating their vote thereon, in writing (including by fax or e-mail) over their respective signature (however, in the case of e-mail, no signature is required as long as an e-mail is received from the recognized e-mail address of the member), to the Secretary, who shall record upon the minutes each proposition so submitted, when, how, at whose request same was submitted, and the vote of each member of Council thereon, and keep on file such votes. If the votes of a majority of the members of the Council so recorded shall be in favor of such proposition, such majority votes shall constitute the binding action of the Council.

ARTICLE VII

Miscellaneous Provisions

Section 1.   Fiscal Year. The Fiscal Year shall be the same as that of the State Bar of Texas.

Section 2.   Payment of Bills. All bills incurred by this Section shall be paid upon the authority of the Treasurer except that bills in excess of $2,000.00 shall be approved by the Chairperson or the Chair-Elect, or if the Council so directs, by both of them.

Section 3.   Limitation on Compensation. No salary or compensation shall be paid to any officer, member of the Council, or member of a committee. Nevertheless, a person may be compensated for work done outside the meetings of the Council on any special study or project, provided he or she has been employed by vote of the Council.

Section 4.   Reimbursement for Expenses. Members of the Council and other persons expressly requested to attend a Council meeting shall be reimbursed for actual out-of-pocket expenses incurred in attendance at any meeting of the Council. Members of any committee shall be reimbursed for actual out-of-pocket expenses incurred in attending any meeting of the committee, provided that the Chairperson of the Council has approved reimbursement before or after the meeting. Except for non-Council members expressly requested to attend a Council meeting, the amount of the reimbursement shall not exceed the maximum amount of reimbursement from time to time established by the Directors of the State Bar of Texas for persons attending meetings of the Board of Directors of the State Bar of Texas or other official meetings.

Section 5.   Exerting Positions on Behalf of State Bar of Texas. No action, policy determination, or recommendation of this Section or any committee thereof shall 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, the General Assembly of the State Bar of Texas in annual convention, or duly authorized referendum of the State Bar of Texas.  Any resolution adopted or action taken by this Section may on request of this Section be reported by the Chairperson to the annual meeting of the State Bar of Texas for action thereon.

Section 6.   Governmental Authority. The Section, through the process called "Governmental Authority," may seek the authority to present a position of the State Bar of Texas before a public, judicial, executive or legislative body. A position of the Section with respect to which the Governmental Authority process is desired shall be authorized by the Council only after written notice to all members of the Council of the proposed position to be adopted and the date at which the position will be considered by the Council. If a proposed position is adopted by the Council as provided above, thereafter all requirements and procedures set forth in the Policy Governing Legislative Action by the State Bar of Texas adopted by the Board of Directors of the State Bar of Texas on July 3, 1984, as amended from time to time, with respect to application, notice, circulation, clearance, objections, disclaimer, presentation, filing and all other matters shall be strictly followed.

Section 7.   Indemnification. Officers and general members of the Council and duly authorized permanent and general special committee members of the Section shall be indemnified by the Section for losses and expenses incurred as a result of a suit for any conduct in the course of their official duties not a result of intentional acts or gross negligence on the part of such person.  The indemnification granted here shall extend to actions at law or in equity. Notwithstanding the provisions of this indemnification, this indemnification shall be qualified to the extent that professional liability insurance is maintained by each person and is effective in this instance, and at no time shall the amount for which any individual may seek indemnification exceed the amount of funds held on deposit by the Section.

Section 8.   Amendment. These Bylaws may be amended at any meeting of the Section provided such proposed amendment shall first have been approved by majority vote of the council or supported by a written petition signed by twenty-five (25) members in good standing of the Section and presented in writing to the Chairperson and approved by a majority of the members of the Section present and voting at a meeting at which such amendment is considered. No amendment so adopted shall become effective until same shall have also been approved by the Board of Directors of the State Bar of Texas. Notice that an amendment to these Bylaws has been approved by a majority vote of the Council or supported by a written petition signed by twenty-five (25) members in good standing of the Section and is to be considered shall be contained in the notice to the members of the Section of the meeting at which such amendment is to be considered.

Section 9.  Finances. The Treasurer of the Section shall submit to the State Bar accounting department such financial records as may be required by the Rules and Policy Manual of the State Bar of Texas. The provisions of Section 5.02 of the Policy Manual of the State Bar of Texas are hereby incorporated into these Bylaws.

Section 10.  Written Notice. Written notice required by these Bylaws may be furnished by mail, fax, or e-mail.