Proposed Amended and Restated By-laws
Please click the link below to review the proposed Amended and Restated By-laws to be discussed at the September 8, 2020 Business Meeting.
ARTICLE I -NAME
The name of this organization shall be ASSOCIATION OF WOMEN ATTORNEYS.
ARTICLE Il -PURPOSE
The purpose for which the Association of Women Attorneys is organized is to promote the common business interests, within the meaning of Section 50l(c)(6) of the Internal Revenue Code and its underlying regulations, of women in the legal profession. In particular, the purpose of this organization shall be to improve the opportunities for and to promote the recognition of the capabilities of women attorneys.
ARTICLE Ill -OBJECTIVES
The specific objectives of this organization may include, but are not limited to, the following:
- (a) To promote a forum for the exchange of knowledge, expertise and experiences of women attorneys;
- (b) To increase, expand, and improve employment opportunities for women attorneys;
- (c) To strengthen the image of women attorneys in the community;
- (d) To empower women to seek advancement in all areas of the legal profession and to assist them in attaining judicial office, advancement within their law firms and positions of authority within municipal, county, state and federal government;
- (e) To promote leadership and active participation of women in local, state, and national bar associations;
- (f) To promote opportunities for business contacts among members;
- (g) To promote continuing legal education and professional growth;
- (h) To work towards the elimination of all forms of discrimination against women;
- (i) To encourage women to enter the legal profession and to assist them during their legal education;
- (j) To promote the objectives of the AWA Foundation;
- (k) To establish or participate in a mentor program to encourage high school students to stay in school, pursue and further their education and training, and establish and maintain positive goals and values; and
- (k) To promote and support a qualified judiciary.
4.1 MEMBER. Membership shall be open to all licensed attorneys, and to students and graduates of accredited law schools not yet licensed to practice law in this State.
4.2 MEMBER IN GOOD STANDING. A member shall be deemed to be a member in good standing if said member is a dues paid member for the current calendar year.
4.3 ELIGIBLE VOTER. Each member who is a member in good standing shall be deemed to be an eligible voter and shall be entitled to one vote on each matter submitted to a vote of the members, except as otherwise provided in Article X, Section 10.4D2.
4.4 TERMINATION OF MEMBERSHIP. The membership of any person whose dues for the current Bar year are unpaid within thirty (30) days of the date they are due shall be terminated without additional notice.
4.5 STUDENT MEMBERS. Student members shall consist of those students and graduates of accredited law schools not yet licensed to practice in this State. Said student members shall be eligible to vote if they are members in good standing.
ARTICLE V -DUES
5.1 ANNUAL DUES. Annual dues for members shall be established by the Board of Directors at the February Board of Directors meeting.
5.2 BAR YEAR. The Bar year will begin on April 1 of each year and end on March 31 of each year.
5.3 DUES PAYABLE. Dues shall be due and payable on April 1 of each year.
5.4 PARTIAL YEAR’S DUES. Dues for all first time members joining after the first day of April of any year may be prorated at the discretion of the Board of Directors.
ARTICLE VI – BOARD OF DIRECTORS
6.1 COMPOSITION. The Board of Directors shall consist of eleven members, elected annually from the general membership. Seven of the Directors shall be the officers named in Article VII. The remaining four Directors shall be at large members of the Board. All Directors shall be members in good standing.
6.2 DUTIESNOTING. The affairs of the Association shall be managed by its Board of Directors. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. Any action required to or which may be taken by the Board shall be approved by a majority of the quorum present at a meeting of the Board.
6.3 MEETINGS.Regular meetings of the Board shall be held monthly at such time the request of the President or any two Directors.
SPECIAL MEETINGS. Special meetings of the Board maybe called by or at the request of the President or any two Directors.
6.5 NOTICE. Notice of any regular or special meeting of the Board shall be given at least two days previous thereto by written or telephone notice to each Director at the address or telephone number shown by the records maintained by the Recording Secretary.
6.6 DECISION BY CONSENSUS. Any action required to or which may be taken at a meeting of Directors, may be taken without a meeting if a consent by two-thirds (2/3) of the Directors is obtained.
6. 7 REMOVAL. Any Director elected by the membership or appointed by the Board may be removed by the Board upon two unexcused absences from a regular Board meeting, after notice to said Director and upon majority vote of the remaining members of the Board.
6.8 FILLING VACANCY. If a vacancy occurs during the tenure of any Officer or Director, by resignation or removal, the vacancy shall be filled at the next general membership meeting by a majority of the votes cast. An Officer or Director elected to fill a vacancy shall serve for the unexpired term of the predecessor in office.
6.9 COMPENSATION. No Director (including all Directors who serve as Officers) shall be entitled to receive or accept compensation for any services she may render to the organization, except that any Director may be reimbursed for any actual substantiated expenses incurred in the performance of her duties.
ARTICLE VII- OFFICERS
7.1 COMPOSITION. The officers of this Association shall be President, President-Elect, Vice President-Communications, Vice President-Membership, Secretary, Treasurer, and Immediate Past-President.
7.2 PRESIDENT. The President shall be the principal officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Board and all general membership meetings. The President may sign, with any other proper officer of the Association authorized by the Board, any contracts or other instruments which the Board has authorized to be executed. The President shall be an ex-officio member of all committees.
7.3 PRESIDENT-ELECT. The President-Elect shall, in the absence of the President or in the event of the President’s inability or refusal to act, perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall chair the Program Committee and perform such other duties as from time to time may be assigned by the President of the Board. If the PresidentElect chooses not to act as President or is unable to act, the President shall be elected by the general membership pursuant to the election procedures herein.
7.4 VICE-PRESIDENT-COMMUNICATIONS. The Vice-President- Communications shall be responsible for communicating information about the Association to the membership at large, including the preparation and distribution of the AW A Newsletter, and shall oversee the .dissemination of information about the Association to the community.
7.5 VICE-PRESIDENT-MEMBERSIIlP. The Vice-President-Membership shall be responsible for overseeing the promotion of the Association to attract qualified new members and for the preparation and distribution of an annual directory of members.
7.6 SECRETARY. The Secretary shall maintain the minutes of all meetings of the Board of Directors and of the Association, conduct all routine Association correspondence and perform such other duties as from time to time may be assigned by the President.
7.7 TREASURER The Treasurer shall maintain all financial records of the Association, maintain custody of the funds, promptly deposit all checks received, pay bills approved by the Board, collect dues, and report financial condition to the Board monthly. The Treasurer shall send out dues notices by December 1 of each year. The Treasurer shall also act as Registered Agent of the organization.
7.8 IMMEDIATE PAST-PRESIDENT. The Immediate Past-President shall chair the Association’s Historical Committee.
ARTICLE VIII – ELECTION OF DIRECTORS AND OFFICERS
8.1 ELECTION OF BOARD. The Officers and Board of Directors of the Association shall be elected annually by members in good standing at the March meeting. For any election there shall be a quorum of members in good standing present. In contested election votes shall be cast in writing by secret ballot. Election of said Officers and Board of Directors shall be by the majority of votes cast.
8.2 NOMINATING COMMITTEE. The Nominating Committee Chair is the President-Elect. The Nominating Committee Chair shall appoint three members to the Nominating Committee. The Nominating Committee shall compile a list of proposed nominees for President-Elect, Secretary, Vice President – Communications, Vice President – Membership, Treasurer, President, if the current President-Elect will not stand for President, and non-officer members of the Board of Directors. The committee shall send out the proposed nominations to current A WA members in electronic format whether it be by publication in the March Newsletter, via electronic communication or via the current website. Nominations may also be made from the floor at the election meeting.
8.3 BALLOTS. The Nominating Committee shall prepare a ballot with the approval of the Board of Directors. The non-officer directors elected shall be the four (4) non-officer nominees receiving the highest number of votes. Proxies shall be permitted on a form approved by the Board of Directors. There shall be no cumulative voting.
8.4 TERM OF OFFICE – GENERAL. The term of office shall coihmence on April 1 and conclude March 31 of the following year, or when new officers are, in fact, elected.
8.5 LIMITED TERMS OF OFFICE. The President and the President-Elect shall not succeed themselves in office. All other officers shall serve no more than two (2) consecutive terms. With the exclusion of the Judicial Screening Chair, all Committee Chairs can serve no more than three (3) consecutive terms.
8.6 QUALIFICATIONS. The President shall have served at least one (I) term as a member of the Board of Directors. The Nominating Committee shall endeavor to nominate a member for the position of President-Elect who has previously served at least one (I) term as a member of the Board of Directors.
9.1 STANDING COMMITTEES. The standing committees shall be Membership, Program, Public Relations, Technology, Legislative, Judicial Screening, Judicial Reception, Scholarship and Historical.
9.2 APPOINTMENT OF COMMITTEE CHAIRS. Except for judicial screening, the President shall, at the first meeting of each Board, appoint a member to chair each of the standing committees for which a chair is not designated by the By-Laws. If the chair is not a board member, the President shall also appoint a board member to the committee to act as a liaison between the committee and Board. By November 20 of each year in which judicial elections are held, the President-Elect shall appoint a member to chair the judicial screening committee and if the chair person is not a board member, the President- Elect shall designate a board member who is then serving on the screening committee to act as a liaison between the committee and Board.
9.3 OTHER COMMITTEES. The Board may designate other committees, as deemed appropriate, by a resolution adopted by the Board. The Chairs of such committees need not be Directors.
9.4 REMOVAL FROM COMMITTEE. Any member of any committee may be removed by the person authorized to appoint such member, whenever, in the judgment of such person, the best interest of the Association shall be served by such removal.
ARTICLE X -COMPOSITION AND DUTIES OF COMMITTEES
IO.I MEMBERSHIP COMMITTEE. The Membership Committee shall be chaired by the Vice-President-Membership and shall consist of at least four (4) members of the Association appointed by the Chair. The Membership Committee shall promote the Association and attract qualified new members and shall be responsible for the preparation and distribution of an annual directpry of members.
10.2 PROGRAM COMMITTEE. The Program Committee shali be chaired by the President-Elect aiid any members of the Association that the President-Elect may choose to serve on the Program Committee. The Program Committee shall plan and arrange for speakers and shall arrange for a location for all regular meetings of the Association.
10.3 LEGISLATIVE COMMITTEE. The Legislative Committee shall consist of a Chair and at least four ( 4) members of the Association appointed by the Chair for Bar years in which the legislature will convene. The Legislative Committee shall be responsible for reporting to the Board of Directors pending or proposed legislation of interest to the membership. The Board of Directors shall determine what action, if any, shall be taken regarding such pending or proposed legislation.
10.4 JUDICIAL SCREENING COMMITTEE. The Judicial Screening Committee shall consist of ten ( I 0) members, seven (7) of which have been members in good standing for at least one (!) year prior to their appointment as well as the Immediate Past-President who may elect to serve, but is not required to serve in an ex-officio capacity. The Immediate PastPresident, although not eligible to vote unless having been previously appointed to serve on the Judicial Screening Committee, may otherwise participate and is subject to the Committee rules as set forth in 10.4C. Committee members shall be appointed by the President with approval of the Board as terms expire or a committee member resigns. The appointment for any resigning member shall be for the remainder of the resigning member’s term. Each member’s term shall be for three (3) years and shall begin April 1. No more than four ( 4) and not less than three (3) current or past Board members can serve simultaneously. The members of the committee shall be announced to the Association in the A WA Newsletter.
- A. GOALS. The primary goals of the judicial screening committee are:
(1) To provide the mechanism to obtain and exchange information regarding judicial offices;
(2) To provide members with recommendations regarding contested judicial races; and
(3) To provide to the board information regarding the qualifications of persons seeking judicial appointments.
- B. QUALIFICATIONS. Each member appointed to the Judicial Screening Committee shall comply with the following:
(1) The member shall not seek or serve a judicial position for which the committee screens so long as such member is serving on the committee.
(2) A member shall not serve on a steering committee for a candidate who may screen before the committee or actively campaign for a candidate who may screen before the committee so long as such inember is serving on the screening committee.
(3) No member shall be disqualified from serving on the committee due to a political contribution made by the member’s law firm, partnership, limited partnership, professional corporation, associate or spouse to a candidate who may screen before the committee.
( 4) A member shall be disqualified from serving on the committee if, after appointment to the Judicial Screening Committee, a personal political contribution is made to a candidate who may screen before the committee.
- C. COMMITTEE RULES. The committee is empowered to adopt rules for the conduct of its affairs to assure orderly committee proceedings and confidentiality. The rules must be consistent with the By-Laws of the Association.
- D. RECOMMENDATION. In order for a judicial candidate to be endorsed by the Association, the committee shall present a recommendation to the general membership which shall act upon such recommendation at a regular meeting of the general membership designated for such purpose. No judicial candidate shall be allowed to attend the meeting during which recommended judicial candidates are presented, discussed and voted upon. No spouse, child or parent of a judicial candidate, nor employee or staff of a judicial candidate shall be allowed to attend the portion of the meeting during which the race including that particular recommended judicial candidate is presented, discussed and voted upon. No judicial candidate shall be eligible to receive endorsement from AW A unless such candidate shall have interviewed with the Screening Committee for the election for which endorsements are being considered.
- (1) Proxies. Eligible voters unable to attend the meeting may appoint another eligible voter as a proxy. The proxy appointment must be made on a form approved by the Board of Directors, signed by the member granting the proxy, and submitted to the President or President-Elect at least two hours in advance of the meeting, The proxy form shall provide the member granting the proxy the option of granting a general proxy for all races or a limited proxy on a race-by-race basis.
- (2) Eligible Voter. Only members who are members in good standing on the 30th day before the endorsement meeting and whose dues are paid for the current calendar year shall be eligible to vote or remain in attendance during discussion of the candidates. No candidate or her/his associate judge shall remain in attendance during discussion and voting for endorsement of the bench being sought by the candidate.
- E. RECOMMENDATION ADOPTED. The recommendation of the committee may be adopted by a majority vote of those eligible members ”
- F. ENDORSEMENT BY THE MEMBERSIIlP. Should the membership fail to adopt the recommendation of the committee or should the committee fail to recommend a candidate, any candidate in the same race may be nominated from the floor and endorsed by a majority vote of those eligible members voting.
- G. JUDICIAL APPOINTMENTS. Upon request of a candidate seeking judicial appointment, the committee shall review the candidate’s qualifications and send a recommendation to the Board stating whether the candidate is qualified for the position sought. If the recommendation is approved by the Board, a Jetter on behalf of the candidate shall be submitted by the Board to the person(s) designated by the candidate.
- H. UNCONTESTED RACES. There shall be no recommendations or endorsements in uncontested elections.
10.5 JUDICIAL RECEPTION COMMITTEE. The Judicial Reception Committee shall consist of at least one (I) Chair and at least five (5) members of the Association appointed by the Chair. The committee shall be responsible for planning and effecting a reception which will be held in lieu of a regular meeting each October, primarily for members of the Association and the Judiciary. The committee, subject to approval by the Board of Directors, is empowered to determine the budget, the honoree judiciary and the sponsoring of non-honoree judiciary, the date and place of the reception. The Board of Directors can empower the committee to handle all other aspects of the reception without approval of the Board.
I 0.6 SCHOLARSHIP COMMITTEE. The Scholarship Committee shall consist of a Chair and at least three (3) members of the Association appointed by the Chair. The committee is empowered to award a minimum of three (3) scholarships, and a maximum of six (6) scholarships, at their discretion to female law students from accredited law schools in Houston. The Scholarship Committee shall exercise due diligence in soliciting applications from all accredited law schools in Houston. The Association Scholarships will be presented at a time and location determined by the Board of Directors.
10.7 COMMUNICATIONS COMMITTEE. The Communications Committee shall be chaired by the Vice-President-Communications, and at least three (3) members of the Association appointed by the Chair. The committee is responsible for the dissemination of information regarding the Association to the community.
10.8 TECHNOLOGY COMMITTEE. The Technology Committee shall consist of at least one Chair and at least three (3) members of the Association appointed by the Chair. The committee shall be responsible for reviewing technological tools available to the Association to better enable the Association to communicate with its members including the design and maintenance of a website, and the use of appropriate social media devices to alert its members about programs and events, facilitate responding to same including paying dues and admission fees.
ARTICLE XI- QUORUM
11.1 QUORUM. A quorum of the general membership shall exist when at least ten percent (10%) of the members in good standing are present, physically or by proxy as defined below, but in no event shall a quorum exist with less than fifteen ( 15) members. Once established, the quorum shall exist for the entire meeting provided at least fifteen (15) members are physically present.
11.2 PROXIES. Except as Prohibited herein, proxies shall be permitted.
11.3 FORM OF PROXIES. A proxy shall be signed by the eligible voter in a form approved by the Board of Directors.
ARTICLE XII- MEETINGS
12.1 MONTHLY MEETINGS. A general membership meeting shall be held once monthly upon prior notice, at a time and place to be determined by the Board. Except at the discretion of the Board, any meeting may be canceled.
12.2 SPECIAL MEETINGS. Special general membership meetings may be called by the President, the Board of Directors, or not less than ten percent (10%) of the members. Notice of a special meeting shall include the agenda and shall be given at least one (1) calendar week in advance of the meeting.
ARTICLE XIII- INDEMNIFICATION OF OFFICERS AND DIRECTORS
13 .1 Each person who may have served as a Director, Officer or Committee member of the AW A shall be indemnified by the AW A against liabilities imposed upon her and expenses reasonably incurred by her in connection with any claim made against her, for any action, suit, or proceeding to which she maybe a party by reason of her being or having been, such Director, Officer or Committee member or by reason of any action alleged to have been heretofore or hereafter taken or omitted by her as such Director, Officer or Committee member, and shall be reimbursed for all legal and other expenses (including the cost of settlement) reasonably incurred by her in connection with any such claim, liability suit, action or proceeding; however, no Director, Officer or Committee member shall be indemnified with respect to matters constituting gross negligence or willful misdeed. Such indemnification shall be in addition to any other rights to which Directors, Officers or Committee members may be entitled. The determination of all questions as to the existence of gross negligence or willful misconduct, as to the right to indemnification and reimbursement hereunder and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors acting at a meeting at whic!f ii quorum is unaffected by self-interest (notwithstanding that’ other members of the quorum present but not voting may be so affected).
ARTICLE XIV -RECORDS
14.1 INSPECTION OF RECORDS. The Officers and Board members designated to maintain the scrapbook, minute book, and dues book shall make such books available to the membership at a regular or special meeting upon one week’s written request.
14.2 MEMBERSHIP INFORMATION.
- A. Mailing labels or other mailing information containing the names and addresses of AW A members may be sold to current members of AW A or other lawyers for uses by such members or lawyers:
- (1) in connection with campaigns for election to local, state, federal or bar offices; official bar usage by other bar associations; educational usage by recognized educational institutions or non-profit organizations;
- (2) in connection with professional announcements, including but not limited to announcements regarding the opening or relocation of offices, the establishment of firms or practices, the addition of partners or associates, certification by the Board of Legal Specialization, and the like; but,
- (3) not for commercial purposes.
- Upon receipt of a written request from a current AW A member or other lawyer stating that labels or other mailing information shall be used only for, the purposes stated above in 14.2A(l) or 14.2B(2) and not for commercial purposes, the President is authorized to sell labels or mailing information at such fee as the Board of Directors shall from time to time establish.
ARTICLE XV – FOUNDATION
15.l The A WA Foundation is organized for the explicit purpose of providing scholarships to female law students. The AWA Foundation is an exempt foundation under the IRS code and qualifies for exemption as a fund described in 50l(c)(3). Contributions to it are deductible to the extent allowed under the law.
This is a separate explicit fund, separate and apart from any other funds of the AW A and is governed by the Trust Agreement and any Amended Trust Agreement.
15 .2 The Foundation shall report to the Board of Directors and the membership as required under the provisions of the Trust Agreement and any Amended Trust Agreement.
ARTICLE XVI-RULES OF PROCEDURE
Robert’s Rules of Order, newly revised, shall govern the procedure of iii! meetings of this organization.
ARTICLE XVII-FISCAL YEAR
The fiscal year of the organization shall be the Bar year and shall begin on April 1 and end on March 31.
ARTICLE XVIII-AMENDMENT OF THE BY-LAWS
These By-Laws may be amended by a two-thirds (2/3) vote of members in good standing, present and voting, at a regularly scheduled meeting, provided that the change was previously approved by the Board and emailed to the general membership at least fifteen (15) days in advance of the vote with a notice of the time and place of the meeting.
ARTICLE XIV -DISSOLUTION
19.1 Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the Corporation in such manner as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for tax exempt purposes. In no event shall any of the assets be transferred or delivered to any of the members, directors, officers or employees of the organization or to any other individuals.