CCYLA Bylaws

ARTICLE 1

Board of Directors

Section 1. Powers. The affairs of the Association shall be managed by its Board of Directors, composed of all duly elected Officers and 7 Directors, which may exercise all powers and do all things not required by the Constitution or these Bylaws to be done by the membership, including but not limited to determining matters of policy, conducting all activities of this Association, interpreting the Constitution or these Bylaws, and filling vacancies occurring in any of the elective offices.

Section 2. Terms of Office. Each duly elected Officer and Director shall take and hold office for one (1) year commencing June 1 each year in the manner set forth in these Bylaws.

Section 3. Ex Officio Members. The Immediate Past President of this association shall be an advisor to and ex officio member of the Board of Directors with the right to vote.

Section 4. Meetings.

  1. Regular Meetings. Regular meetings of the Board of Directors shall be held no less than four (4) times during its term of office, at such time and place as the President shall direct by reasonable notice of at least one (1) week to Board members.

  2. Special Meetings. Special meetings of the Board of Directors shall be called by the President when he/she believes necessary. The President must give forty-eight (48) hours notice of such meetings. Notice shall be considered adequate, if phone calls are made, and messages are left, at two (2) contact numbers provided by the board members to the Board of Directors. Special meetings of the Board of Directors shall be held at such time and place as stated in the notice thereof. The President shall be notified within one (1) day of all meetings of matters requiring a Board vote, so that such matters may be placed on the agenda.

  3. Quorum. A majority of the voting Board members shall constitute a quorum for the transaction of business.

  4. Voting. Voting shall be by majority vote of those present. Each Officer, Director, and other voting member of the board shall each be entitled to one (1) vote, and may vote by proxy executed in writing. In no event may any individual be entitled to more than one (1) vote, even if that individual simultaneously holds multiple offices.

  5. Attendance at Board Meetings. It is the duty of each Officer and Director to attend the regular and special meetings of the Board of Directors. Any Officer or Director who fails to attend a Board meeting without good cause, as determined by a majority vote of the Board members present at such meeting, shall receive an unexcused absence in the published minutes. Any Officer or Director who accumulates two (2) unexcused absences during his or her term of office is presumed unable to carry out the duties of office and shall be replaced. The Secretary shall notify the Board in the published minutes following the third unexcused absence of any Officer or Director that a vacancy exists and such vacancy shall be filled in accordance with Article III, Section 7, of these Bylaws.

Section 5. Removal of Board Members. At the discretion of the Board of Directors, a member of the Board of Directors may be removed due to unprofessional conduct with a Board of Directors vote of two-thirds (2/3) of the Board.

ARTICLE II

Duties of Officers and Directors

Section 1. President. The President shall be the chief executive officer of this Association, shall preside over all meetings of this Association and all meetings of the Board of Directors, and shall perform all duties ordinarily incident to the office and consistent with the Constitution and these Bylaws.

Section 2. President-Elect. The President-Elect shall serve on the Board of Directors during the year preceding the term of office as President, shall succeed the President upon expiration of the President’s term of office, and shall perform such other duties as the President or Board of Directors may from time to time direct.

Section 3. Vice President. The Vice President shall act in the place and stead of the President in the event of the absence, vacancy, or disqualification of the President and shall perform such other duties as the President or Board of Directors may from time to time direct. The Vice President shall serve as a co-signatory on-such financial accounts as maintained by the Association but shall only exercise such power in the absence of the President and Treasurer as directed by the Board of Directors.

Section 4. Secretary. The Secretary shall prepare, publish, and keep the minutes of all meetings of this Association and all meetings of the Board of Directors, and shall perform such other duties as the President or Board of Directors may from time to time direct.

Section 5. Treasurer. The Treasurer shall receive dues from the members of this Association, shall maintain a current and complete roster of all members, shall keep financial records of this Association, shall collect, care for, and upon approval of the President or Board of Directors, disburse funds of this Association, shall render periodic and annual reports of the financial affairs and status of this Association, and shall perform such other duties as the President or Board of Directors may from time to time direct.

Section 6. Newsletter Editor. The Newsletter Editor shall publish and distribute at least four (4) newsletters a year, at the direction of the President or Board of Directors. The Editor is responsible for establishing submission dates and compiling all articles submitted in a timely manner.

Section 7. Historian. The Immediate Past President will also serve as Historian for the Board of Directors. The historian shall take pictures at all events and is responsible for creating a notebook of the year’s events and submitting pictures to the Newsletter Editor for publication.

Section 8. Directors. Each Director shall perform such duties as the President or Board of Directors may from time to time direct. Each director shall serve on at least one (1) committee a year.

Section 9. Social Director. The Social Director shall plan and host at least eight (8) monthly socials for the members of this Association. The Social Director is responsible for booking the venue, finding a sponsor for the social, and advertising the social to the membership.

ARTICLE III

Election of Officers and Directors

Section 1. Nominations. A Nominating Committee composed of the President, as Chairman, the President-Elect, the Immediate Past President, and at least one (1) director or other member of the Association, who shall be appointed by the President and who shall not be a nominee, shall nominate at least one (1) regular member of this Association for each office and Director position to be filled. The Committee’s nominations shall be announced to the membership at a regular meeting preceding the last regular meeting of the fiscal year or by written notice to the membership at least two (2) weeks prior to the last regular meeting of the fiscal year, or before the election if held at a time other than the last regular meeting of the fiscal year. Other nominations made and seconded will be accepted from the floor at the meeting during which nominations are announced.

Section 2. Notice of Elections. The membership of this Association shall receive notice of the annual elections at the regular meeting during which nominations are announced or by written notice to the membership at least two (2) weeks prior to the last regular meeting of the fiscal year.

Section 3. Elections. At the last regular meeting of the fiscal year, or other meeting for which elections have been announced, the President, with the assistance of the Secretary, shall present an official ballot containing the names of the nominees for Officers and Directors to each voting member of this Association present at the meeting. The winners of the elections shall be by majority vote of those members present who are eligible to vote, including those present by written proxy.

Section 4. Voting. Each voting member shall vote for one (1) nominee for each office and each Director position to be filled, as listed on the official ballot.

Section 5. Tabulating the Ballots. The President and other members of the Board of Directors who are not nominees shall open, count, and tally all votes case. The nominee receiving the majority of votes cast for an office shall be declared elected to that office. The four (4) nominees for Director receiving the highest number of votes shall be certified as the duly elected Directors. The President shall certify all such results and shall provide prompt notice to the membership of this Association.

Section 6. Run-Off Elections. In the event that no nominee for an office receives a majority of the votes case for that particular office, there shall be a run-off election between the two (2) nominees receiving the highest number of votes. The mailing and counting of the ballots and certification and notice of results in a run-off election shall follow the general procedures of this Article and shall be completed on or before June 30.

Section 7. Vacancies. In the event of a vacancy of any office or Director, other than President, President-Elect, or Immediate Past President, a successor shall be selected from among the membership by a majority vote of the Board of Directors. A vacancy in the office of President shall be filled by the Vice President. A vacancy in the office of President-Elect shall be filled by special election of the membership following the general election procedures set out in this Article. A vacancy in the position of Immediate Past President shall not be filled.

ARTICLE IV

Membership

Section 1. Regular Members. Any person duly licensed to practice law in the State of Texas who is 36 years of age or under on June 1, shall be eligible for Regular Membership in this association for the fiscal year commencing on June 1, upon payment of the dues prescribed by these Bylaws. Any person duly licensed to practice law in the State of Texas five (5) years or less on June 1, regardless of age, shall be eligible for Regular Membership in this association for the fiscal year commencing on June 1, upon payment of the dues prescribed by these Bylaws.

Section 2. Associate Members. Any law student of an accredited school of law, a practicing attorney who is 37 years of age or older on June 1st of the year in which membership is sought, or any person who is licensed to practice law in the highest court of any state other than Texas shall be eligible for Associate Membership upon the payment of dues as prescribed by these Bylaws. Such Associate Membership shall not include the right to vote or to hold office or directorship.

Section 3. Application for Membership. Application for membership in this Association shall be in such form and manner as prescribed by the Board of Directors and shall be accompanied by the full amount of the dues prescribed by these Bylaws.

ARTICLE V

Meetings

Section 1. Regular Meetings. Regular meetings of the membership of this Association shall be held at least one (1) time during the fiscal year, at such time and place as the President, or a majority of the Board of Directors, shall direct upon written notice of at least one (1) week to the membership. The last regular meeting of the fiscal year shall be in May.

Section 2. Special Meetings. Special meetings of the membership of this Association may be held at such times and places as the President, or a majority of the Board of Directors, shall direct by written notice of at least three (3) days to the membership.

Section 3. Quorum. At all meetings of the membership of this Association, no quorum shall be required for the transaction of business.

Section 4. Voting. At all meetings of the membership of this Association, voting shall be by a majority vote of the voting members present, except as otherwise provided by the Constitution or these Bylaws.

Section 5. Attendance of Officers and Directors. It is the duty of each Officer and Director to attend the regular and special meetings of the membership of the Association.

ARTICLE VI

Dues

Section 1. Regular and Affiliate Membership. The dues for regular and affiliate membership in this Association shall be set at the Board of Director’s discretion. The nonpayment of dues is grounds for termination of membership in this Association.

Section 2. Associate Membership. The dues for student associate membership in this Association shall be set at the Board of Director’s discretion. The dues for attorney associate membership shall be set at the Board of Director’s discretion. The nonpayment of dues is grounds for termination of membership in this association.

ARTICLE VII

Committees

The President shall appoint such committees and committee chairs as are deemed necessary to carry out the purposes of this Association or to assist the Board in the orderly management of the affairs of this Association, consistent with the Constitution or Bylaws. A member of the Board of Directors, designated by the President, shall consult with and advise with each committee and periodically report its activities to the Board.

ARTICLE VIII

Rules of Procedure

Robert’s Rules of Order shall govern all meetings of the membership of this Association and the Board of Directors, unless inconsistent with the Constitution and Bylaws.

ARTICLE IX

Amendment

These Bylaws may be amended by a majority vote of the voting members present at the regular meeting of the Board of Directors next following the regular meeting of the Board at which such proposed amendment(s) were read and discussed.