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By-Laws

By-Laws of the State Bar of Texas
Alternative Dispute Resolution Section

Approved September 2015

Article I. NAME AND ADDRESS

Section 1. Name.

The Section shall be known as the Alternative Dispute Resolution Section of the State Bar of Texas.

Section 2. Purpose.

The purpose of this Section shall be to promote the use and quality of Alternative Dispute Resolution (ADR) in Texas. The purpose may be accomplished through educating members of the Bar and the public about dispute resolution processes and their uses, supporting professional ethical standards, and encouraging the continued advancement of ADR skills.

Article II. MEMBERSHIP AND DUES

Section 1. Membership.

1.1. General. The membership of this Section will be open to any member in good standing of the State Bar of Texas. To continue as a member of the Section, the member must timely pay dues for the current bar year. To promote the Section and enroll new members, the ADR Section Council may, on an annual basis, exempt particular classes of members of the State Bar of Texas (e.g., new inductees) from the obligation of paying dues.

1.2. Voting Rights. Pursuant to the policies of the Board of Directors of the State Bar of Texas, only Section members who are members in good standing of the State Bar of Texas shall have the right to vote on Section matters.

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 first due date for payment of the regular annual dues of the State Bar of Texas.

Section 3. Termination of  Membership.

3.1. Any member of the State Bar of Texas who is a member of this Section who ceases to be a member in good standing of the State Bar of Texas shall thereupon automatically cease to be a member of this Section.
3.2. Any member of this Section whose annual Section dues shall be more than six months delinquent shall thereupon said date automatically cease to be a member of this Section.
3.3. Any member of this Section who has been adjudicated, including conviction, deferred adjudication, or probation, of a felony criminal offense or of any lesser offense involving moral turpitude, immediately upon such adjudication shall cease to be a member of this Section.

Article III. OFFICERS

Section 1. Officers.

1.1. The officers of this Section shall be a Chair, Chair-Elect, Secretary, Treasurer, and

Immediate Past Chair, each of whom shall be a voting member of the Section in good standing and a member in good standing of the State Bar of Texas. Any office may be shared by two individuals so long as the total number on the Council does not exceed seventeen (17). Any reference made to an officer, shall be construed as applying equally in situations where two officers share a particular office.

1.2. Each officer shall hold office for a term beginning June 1 following the annual meeting at which he or she is elected and ending at June 1 of the following year after his or her successor has been elected.

Section 2. Chair.

The Chair shall preside at all meetings of the 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 Section for the then past year. He or she shall perform such other duties and acts as usually pertain to his or her office. The Chair shall have the authority, with the advice and consent of the Council, to appoint special representatives. The Chair shall succeed to the office of Immediate Past Chair upon the conclusion of the Immediate Past Chair’s term of office.

Section 3. Chair-Elect.

The Chair-Elect shall be an ex-officio member of all of the Committees appointed by the Chair of the Council. Upon the death, resignation, or during the disability of the Chair, or upon his or her absence or refusal to act, the Chair-Elect shall perform the duties of the Chair for the remainder of the Chair's term except in case of the Chair's absence or disability and then only during so much of the term as the absence or disability continues. The Chair-Elect will be the Chair for the year following the Chair-Elect's regular term of office. The Chair-Elect will serve a total of three (3) years on the Council in order that he or she may serve as the Chair-Elect, Chair
and Past Chair. If the Chair-Elect, immediately prior to election, is serving a term on the Council which will be unexpired at the time of his or her election, then a member shall be elected for the unexpired term in accordance with these Bylaws.

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 and shall draft the minutes of each Council meeting as well as meetings of the Section membership. He or she, in conjunction with the Chair, as authorized by the Council, shall attend generally to the business of
the Section.

Section 5. Treasurer.

The Treasurer shall receive all revenue of the Section and all other funds to which the Section is entitled or receives and shall make payments for expenses incurred in the regular course of the Section's business, and for other items approved by the Chair or the Council. He or she shall keep accurate records and shall account for all sums administered by him or her. The Treasurer will work with the State Bar accounting department to reconcile any bank statements or other financial documents or records.

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 Texas Supreme Court Rules governing the State Bar of Texas, the Board 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.

Section 2. Membership.

The Council for the Section shall consist of the Chair, Chair-Elect, Secretary, Treasurer, Immediate Past Chair and twelve (12) general members, who will serve staggered three year terms and who will be elected by the Section as herein provided.

Section 3. Ex-Officio Members and Special Representatives.

3.1. All members of this Section in good standing who have served as Chair of either the Section or the predecessor ADR Committee shall be ex-officio members of the Council.

3.2. In addition, the President and President-Elect of the State Bar of Texas, and the Board
 
Advisor to this Section from the Board of Directors of the State Bar of Texas shall be ex-officio members of the Council.

3.3. The Chair, with the advice and consent of the Council, may appoint special representatives to and of the Council, for one year renewable terms, including without limitation, a representative of the Texas Young Lawyers Association, a representative of the Dispute Resolution Center Directors’ Council, and a representative to the board of directors of the Texas Mediator Credentialing Association.

3.4. Ex-officio members and special representatives to and of the Council may attend all Council meetings at their own expense and participate in the discussions at Council meetings, but shall have no right to vote.
Section 4. 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 position of Editor of the Newsletter. In the event of a vacancy of the offices of the Chair and Chair-Elect or in the event of a vacancy in the office of Chair-Elect, then any vacancies shall be filled at the earliest possible time upon recommendation of the Nominating Committee that selected the Chair-Elect or Chair. Any vacancy which is filled shall be subject to confirmation by vote of the Section at the next Section meeting. Those persons filling a vacancy in a Council position or office shall serve the balance of the term of the particular position or office vacated. In the event a person filling a vacancy in a Council position or office serves more than one-half of the term of the position vacated, such person shall be considered to have served a full term in such position or office.

Section 5. Removal for Failure to Attend Meetings.

If any elected general member of the Council shall fail to attend two (2) regular meetings of the Council during the Council year, (which includes, for this purpose the section’s Annual Meeting) the office held by such member shall be automatically vacated, and the Council shall fill the vacancy for the unexpired term. Council members may attend in person or by electronic means, when available.

Section 6. 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 served a full term on the Council.

Section 7. Permanent Committees.

There shall be permanent committees to study, make reports and recommendations, to conduct institute and otherwise deal with problems and subjects related to alternative dispute resolution practices and procedures.

Section 8. Special Committees and Roles.
 
The Council may authorize the Chair to appoint special committees and individuals to serve in special roles 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 Charter and Bylaws of the State Bar of Texas.

Article V. NOMINATION AND ELECTION OF
OFFICERS AND COUNCIL MEMBERS

Section 1. Nomination and Election.

The Chair, Chair-Elect, Secretary, Treasurer and Council members shall be nominated and elected, in the manner hereinafter provided, at each annual meeting of this Section. The Chair for the preceding year shall be the Immediate Past Chair.

Section 2. Nominations.

Not less than ninety (90) days prior to the next annual meeting, the Chair shall appoint a nominating committee, composed of the Immediate-Past Chair, who will serve as Chair of the nominating committee, and four members of the Council, one of whom may be an ex-officio member. This nominating committee, with the input and consultation with the Council, shall make and report its nominations to the Chair of the Section, and to the Council for its approval, for the offices of Chair-Elect, Secretary, Treasurer, and new members of the Council to succeed those whose terms will expire on June 1 following the annual meeting at which officers and members of the Council were elected. The report of the nominating committee, as approved by the Council, shall be submitted to the Chair of this Section in sufficient time to conform to the notice requirement of this Article, and shall be presented to the annual meeting by the Chair of the nominating committee. Other nominations may be made from the floor.

Section 3. Representative Membership.

3.1. 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 as a whole.

3.2. The Nominating Committee may also require that nominees complete a candidate questionnaire (which shall be in such form as determined from time to time by the Nominating Committee).

Section 4. Notice.

Written notice of the nominees for election to the offices and council positions as nominated by the nominating committee and any proposed resolutions shall be given to members of the Section not less than thirty (30) days prior to the date set for the election.

Section 5. Number and Term of Council Members.
 
General Council members’ terms will be three years beginning on June 1 following the annual meeting at which they shall have been elected and ending on June three (3) years later, unless specifically elected to fill the unexpired term of another member. If elected to fill an unexpired term, the newly elected member's term shall expire on the date of the member whose term he/she is filling. The number of members of the Council may not exceed seventeen (17).

Section 6. Elections.

All general elections shall be made by majority vote of the voting members of the Section in attendance at the annual meeting, unless otherwise provided by these By-Laws.

Article VI. MEETINGS

Section 1. Annual Meeting of Section.

The annual meeting of this Section will be held at any place and time chosen by the Council. The program and order of business for the annual meeting may be arranged by the Council.

Section 2. Special Meetings of Section.

Special meetings of this Section may be called by the Chair 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.

For purposes of Section meetings, a quorum shall consist of twelve (12) or more members of the Section present and eligible to vote. All binding action of the Section shall be by a majority vote of the members present.

Section 4. Meetings of Council.

4.1. Regular meetings of the council shall be held in the fall, winter and spring at such place and time as the Chair may designate. With the approval of the Council, the Chair can determine to hold any council meeting by teleconference, video conference or other approved medium.

4.2. Special meetings of this Section or the Council may be called by the Chair at such time, place, and manner as the Chair may determine. Written notice of any special meeting shall be provided by mail, facsimile, e-mail or other electronic notice, addressed to each member of the Council with reasonable notice under the circumstances before the date set for such special meeting. Such notice shall set forth the purpose or purposes of such meeting in reasonable detail, and no prospective action may be approved at any special meeting unless such action is set forth in such notice as one of the purposes of the meeting.

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 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 other members attending electronically may communicate their vote electronically on any proposal before the Council, and have it counted with the same effect as if cast personally at such meeting.

Section 6. Council Voting on Formal Propositions.

The Chair of the Section may, and upon the request of any member of the Council shall, submit or cause to be submitted in writing, by email, by fax, or other approved communication 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, to the Chair or Secretary, who shall duly record such action, which will then be recorded by the Secretary in special minutes to the Council, each proposition so submitted (including when, how, and at whose request same was submitted), and the vote of each member of the Council. 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 section 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. Required Financial Provisions

2.1. The Section is authorized to collect membership dues and other funds from its activities and, subject to the provisions of the Board Policy Manual of the State Bar of Texas, applicable law, rules and regulations, to determine how its funds are invested and expended. The State Bar of Texas Board of Directors must approve the establishment or revision of any Section dues.

2.2. Section funds must be invested consistent with the State Bar of Texas investment policy as set forth in the Board Policy Manual of the State Bar of Texas. The Section shall deposit its funds into either a branch of the State Bar of Texas banking depository, or an alternative banking depository meeting the requirements of the State Bar of Texas investment policy as set forth in the Board Policy Manual of the State Bar of Texas.

2.3. The Section shall maintain accurate financial books and records and have appropriate controls on the maintenance and disbursement of Section funds, all in a fashion that permits the inclusion of the Sections’ financial information in the State Bar of Texas’ financial statements and audit. The Section shall provide to the State Bar of Texas such financial information as may be required for compliance with the requirements of the independent financial and/or internal audits of the State Bar of Texas as required by applicable law, rules and regulations and in accordance with the State Bar of Texas procedures for sections to report financial information for inclusion in the State Bar of Texas’ financial statements and audits, including requirements that
the Section deliver to the State Bar accounting department, on a basis as often as monthly, copies of depository and investment statements and transaction histories for disbursements and deposits. The Section shall also submit to the Executive Director of the State Bar of Texas by July 15 of each year a Section budget for the current Fiscal Year.

2.4. To the extent required by law, the Section shall collect sales tax on goods or services that it sells, and timely each month, remit to the State Bar of Texas all sales tax collected during the immediately preceding month, along with a report listing the price, quantity and description of the goods or services so sold in such detail as the State Bar of Texas accounting department reasonably may require to ensure compliance with applicable law, rules and regulations.

2.5. The State Bar of Texas shall prepare and provide to the Treasurer of the Section a monthly and year-to-date Section financial report and a monthly cash and investment account reconciliation. Upon request, the State Bar of Texas accounting department shall be available to work with the bank and the Treasurer of the Section to facilitate the submission of the financial information to the State Bar of Texas. Additionally, the Section may elect to have the State Bar manage Section funds, including depositing dues, managing operating expenses, issuing checks , and preparing financial reports and budgets at no cost to the Section, except to the extent of expenses incurred in providing financial information in a format other than an electronic format prescribed by the State Bar of Texas.

Section 3. Payment of Bills.

All bills incurred by this Section, before payment is approved by the Treasurer, shall be submitted to and approved by the Chair or, if the Council shall so direct, by either of them.

Section 4. 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 5. Reimbursement for Expenses.

5.1. Voting members of the Council and other persons expressly requested to attend a Council meeting shall be reimbursed for reasonable and actual out-of-pocket expenses incurred in attendance at any meeting of the Council, which expenses shall conform to policies regarding limitations thereon promulgated by the Council and/or the State Bar of Texas (“Expense Policies”).

5.2. Members of the Council, any committee member, special representatives, and ex-officio members may be reimbursed for actual out-of-pocket expenses incurred in attending any specified Section activity, provided that the Chair of the Council has approved reimbursement before the specified Section activity, pursuant to the “Expense Policies” and to the extent there are available sufficient Section funds.
5.3 The amount of reimbursement for, council members, committee members, special representatives, and ex-officio members expressly requested to attend a Council meeting or
specified Section activity, 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 6. Exerting Positions on Behalf of State Bar of Texas.

Neither the Section, the Council nor any section member shall purport to represent the State Bar of Texas before any legislative body, administrative agency, in any court or before any other tribunal, or expressly or implicitly purport to act, speak, or write on any subject on behalf of the State Bar of Texas unless expressly authorized to do so by the Board of Directors of the State Bar of Texas.

Section 7. Governmental Authority.

The Section will comply with the policies and procedures of the Board of the State Bar of Texas concerning any position of or to a public, judicial, executive or legislative body.

Section 8. Indemnification.

Officers and general members of the Council and duly authorized permanent and general special committee members and duly authorized special representatives and ex-officio members of the Section acting on behalf of the Section (“Council Persons”) shall be indemnified by the Section to the same extent provided for corporate officers and directors in the Texas Business Organization Code 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 Council 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 Council Person or by the State Bar of Texas for Council Persons and at no time shall the amount of which a Council Person may seek indemnification exceed the greater of the amount of that Council Person’s personal indemnity insurance  policy or the  policy  limits  provided by the State Bar of    Texas.

Section 9. Amendment.

These Bylaws may be amended at any meeting of the Section provided such proposed amendment shall first have been presented in writing to the Chair 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 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 10. Notice

10.1. Unless otherwise specified in these By-Laws, any Notice required or referred to by these By-Laws shall be deemed given and effective if given by any of the following means or methods;
a. Publication in the Section Newsletter. Notice shall be deemed given on the date of publication of the Newsletter in which the Notice is published.

b. E-mail. Notice shall be deemed given on the date on which the e-mail is sent.

c. Facsimile, Notice shall be deemed given on the date on which the fax is sent.

d. Mail. Notice shall be deemed given on the date of the postmark of the United States Postal Service.

e. In Person. Notice shall be deemed given if a person actually receives, in hand, a written notice.

f. Other. Notice shall be deemed given if provided by any other recognized method of data transmission approved by the Council.

10.2. Maintenance of Member Information for Notice. Each member of the Section shall be responsible for maintaining and supplying to the State Bar of Texas (on behalf of the Section) accurate information regarding the member’s contact information, including the member’s mailing address, e-mail address, telephone and facsimile numbers. Notice requirements will be fulfilled by the Section when Notice has been transmitted to the contact information then on file. All information concerning any Section member that is deemed confidential by state or federal law, including Tex. Govt. Code Ch. 552 and Tex. Occ. Code Ch. 59, including email addresses, shall be used only for official section business and will not be disclosed to the public.

Section 11. Copyright
Website Copyright Policy. Programs, seminars, and symposia (collectively, “Program” or “Programs”) shall be encouraged as a means to facilitate continuing legal education and to promote the purposes of the Section. The Section acknowledges the author’s right to copyright his or her work, articles, or other written materials used in or at Section-sponsored Programs. The Section encourages the Program director of all Section- sponsored Programs to obtain from each author permission to reproduce, distribute and display the author’s work either by itself or in a collection of works on computer disk or on the Section’s website, and use such other means of distribution and display in disseminating the author’s work to Section members and the public. Nothing contained in this Section shall prohibit or prevent the reproduction, distribution and display of ADR-related works from sources other than Section-sponsored Programs provided that permission is first obtained from the authors creating such work.
Section 12. Electronic Attendance
Attendance at a meeting by electronic means requires the ability to hear, to be heard and to interact in the conduct of the meeting in actual, contemporaneous time of the conduct of the meeting.
 
Amendments:
06-14-2012: Art. I., Sec. 2
09-08-2012: Art. II., Sec. 1.1 – 1.4, 2, and 3.1 – 3.4
Art. III., Sec. 1.1, 2, 3, 4 and 5
Art. IV., Sec. 1 – 6, 8 and 9
Art. V., Sec. 1, 2, 3.2, 4, 5 and 6
Art. VI., Sec. 3, 4, 5 and 6 Art., VII., Sec. 2-12
06-20-2013: Art. II., Sec. 1
09-21-2013: Art.. II., Sec. 3.4
Art. IV., Sec. 3.3
Art. V., Sec. 2
09-15-2015 Change Annual Meeting to Advanced ADR Course