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.

Section 1. Membership.

 

The membership of this Section will be open to any member in good standing of the State Bar of Texas and interested individuals who are not members of the State Bar of Texas, hereafter referred to as "public members", upon the payment of dues for the current bar year. There will be two classes of public membership, voting and advisory. On May 31st of each Bar year, the total number of ADR Section members who are members in good standing of the State Bar of Texas will be determined. Using this figure, the number of public members eligible to vote will be determined so that the final distribution will equal no less than 80% State Bar members and no more than 20% voting public members. Public members of the Section must determine among themselves who will be the voting members, taking into consideration representation from each geographic area.

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 Section dues shall be more than six months delinquent shall thereupon cease to be a member of this Section.

Section 1. Officers.

 

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 eighteen. Any reference made to an officer, shall be construed as applying equally in situations where two officers share a particular office.

Each officer 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. 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.

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's position shall include a three (3) year term 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. With the Chair, 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 Chair, 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 Chair 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 keep an accurate account of all dues collected and of any monies appropriated to the Section and expended for its use. The Treasurer must report to the State Bar accounting department on a monthly basis all bank statements, along with all cancelled checks, deposit slips and check registers.

Section 1. General Responsibility.

 

The Council shall have general supervision and control of the affairs of this Section subject to the provisions of the Charter and Bylaws 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 thirteen general Council members (up to three of whom may be public members) to be elected by the Section as hereinafter provided. All members of this Section in good standing who have served as either Chair of the Section or the predecessor ADR Committee shall be ex-officio members of the Council. In addition, the President and President-Elect of the State Bar of Texas, the Board advisor to this Section from the Board of Directors of the State Bar of Texas, a representative of the Texas Young Lawyers Association, and a representative of the Dispute Resolution Center Director's Council shall be ex-officio members of the Council.

Section 3. 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 committees as committee members.

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.

Section 5. 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 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 been such a member continuously for a period of three years or more.

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.

 

The Council may authorize the Chair 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 Charter and Bylaws of the State Bar of Texas.

Section 9. Publications.

 

The Section shall cause to be published a newsletter of the Section. The Chair shall appoint an Editor and one or more assistant editors of the newsletter from the membership of the publications committee who shall serve at the pleasure of the Chair.

Section 1. Initial Nomination.

 

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

Section 2. Nominations.

 

For the initial meeting of this Section, a committee composed of the Co-Chairs, Immediate-Past Chair, and the two preceding Chairs of the ADR Committee shall make and report nominations to the Section for the offices of Chair, Chair-Elect, Secretary, Treasurer and thirteen members of the Council.

In succeeding years, 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 a public member and 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 at the close of the then annual meeting to which officers and members of the Council will be 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 Section 4 of this Article V, 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.

 

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.

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 days prior to the date set for the election.

Section 5. Number and Term of Council Members.

 

At the organizational meeting of this Section at which these Bylaws shall have been adopted by a majority vote of current members present, six members of the Council shall be nominated and elected to serve for one year, six members of the Council shall be nominated and elected to serve for a term of two years, and six members of the Council shall be nominated and elected to serve for a term of three years. (The word "year" as used herein means a term beginning at the close of the organizational meeting [and thereafter, the annual meeting] at which they shall have been elected and ending at the close of the first, second, and third succeeding annual meetings of this Section, respectively.) Thereafter, upon the expiration of these initial terms, six members of the Section shall be elected to the Council at each annual Section meeting. Terms will be 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 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 18.

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.

Section 1. Annual Meeting of Section.

 

The annual meeting of this Section shall be held during the annual meeting of the State Bar of Texas, and at the same city or place, with such program and order of business as may be arranged.

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.

 

The voting members of the Section present at any meeting shall constitute a quorum for the transaction of business, except that in no event will a quorum be composed of fewer than twelve voting members. 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 Chair at such place and time as he or she may designate. Regular meetings of the council shall be held in the fall, winter and spring at such place and time as the Chair 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 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 Chair 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 section of the Council.

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, before payment by the Treasurer, shall be submitted to and approved by the Chair or, if the Council shall so direct, 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.

 

Voting 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 Chair 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 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 the Section may on request of this Section be reported by the Chair 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 shall requirements and procedures set forth in the Policy Governing Legislative Action by the State Bar of Texas on July 3, 1984, as amended from time to time, with respect to application, notice, circulations, 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 of 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 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.