Collin County Criminal Defense Lawyers Association

AMENDED BYLAWS OF THE COLLIN COUNTY CRIMINAL
DEFENSE LAWYERS ASSOCIATION

These bylaws (referred to as the "Bylaws") govern the affairs of the Collin County Criminal Defense Lawyers Association, a nonprofit corporation (referred to as the "Corporation or as the “Association") organized under the Texas Non—Profit Corporation Act (referred to as the "Act").

ARTICLE I
OFFICES

Section l. Principal Office.
The principal office of the Corporation shall be located at 520 Central Parkway, #1 l2, Plano, Texas 75074. The corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office ofthe Corporation.

Section 2. Registered Office and Regstered Agent.
The Corporation shall comply with the requirements ofthe Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and registered agent as provided in the Act.

ARTICLE II
MEMBERSHIP

Section l. Classes of Members.
The membership of the association shall consist of resident members, non·resident members, s ustaining m embers, l aw school members, honorary members, and associate members.

A. Resident Members.
Any person licensed to practice law by the Supreme Court ofthe State of Texas or any state ofthe United States or the District of Columbia or a territory ofthe United States and who is in good standing with each licensing authority by whom licensed, who resides or maintains an office for the practice oflaw within Dallas County or Collin County, Texas, shall be eligible for resident membership.

B Non-Resident Members.
Any person licensed to practice law by the Supreme Court ofthe State of Texas or any state ofthe United States or the District of Columbia or a territory ofthe United States and who is in good standing with each licensing authority by whom licensed, who neither resides in nor has an office within Dallas County or Collin County, Texas, shall be eligible for non-resident membership.

C. Sustainin Members.
The Board of Directors from time to time may establish such classes of sustaining membership as it may deem appropriate. Any member ofthe Association in good standing may become a sustaining member of any such class upon payment ofthe dues determined by the Board ofDirectors for such class ofsustaining membership. Any class of membership so established may be abolished by the Board of Directors, provided that the abolition of any such class shall not temiinate the membership of any member of such class for the period for which he shall have paid the prescribed dues.

D. Law School Members.
Any person licensed to practice law by the Supreme Court ofthe State of Texas or any state ofthe United States or the District of Columbia or a territory ofthe United States and who is in good standing with each licensing authority by whom licensed, who is a member ofthe faculty ofa law school and devotes their full time to law school work and does not maintain an office for the practice oflaw shall be eligible for law school membership.

E. Honorary Members.
The Executive Committee or the members may elect to honorary membership, any member ofthe legal profession who has made an outstanding contribution to the administration of justice or the advancement of the profession.

F. Associate Members.
Any person who is not admitted to the practice oflaw in anyjurisdiction, but who shall meet the following criteria, shall be eligible for associate membership:

l. The person is employed by and supervised by a person licensed to practice law by the Supreme Court ofthe State of Texas or any state of the United States or the District of Columbia or a territory of the United States, or who is a member of the legal assistant Division of the State Bar of Texas.

2. The person is a full-time student enrolled in any law school.

Section 2. Privileges.
Each member in good standing shall be entitled to all rights and privileges of membership, except that non—resident, law school, honorary and associate members may not vote or hold office. No person may be a member ofthe Corporation unless and until all dues, other assessments and all indebtedness owing to the Corporation by them have been fully paid.

Section 3. Dues.
Each member shall be required to pay annual dues on or before April 1st of each calendar year. The armual dues shall be set by the Board of Directors from time to time, and shall be effective April lst next following such decision ofthe Board of Directors. The treasurer shall mail each member or dues notice on or before February 15 lh of each year.

On March 15th of each year the treasurer shall send a second dues notice to each member whose dues are unpaid notifying them that their membership will temrinate on April l if their dues are not received on or before April l. Any member who shall fail to pay the annual dues or any other assessments or indebtedness to the Corporation on the due date shall be terminated or suspended pursuant to Section 5.A. of Article II, but shall be
eligible for reinstatement upon full payment. The treasurer shall give sixty days notice of any other assessment or indebtedness. lf it remains unpaid, the Treasurer shall give a second notice on or before the 45th day that membership will terminate if not paid by the sixtieth (60) day.

Section 4. Voting.
Resident members and sustaining members ofthe Corporation shall be entitled to one vote to be cast in person at meetings ofthe membership or by method determined by the Board of Directors. The members shall have a right to vote only on the following:

(l) for the election ofthe members ofthe Board of Directors ;

(2) for the amendment of these bylaws;

(3) for such other items as the Board of Directors shall elect to submit to the membership for its approval, and

(4) as otherwise provided in these Bylaws.

Section 5. Termination or Sus ension of Mernbershi . Withdrawal From Mernbership

A. The rnernbership of any person who has failed or shall hereafter fail to pay the dues or any other assessment or indebtedness owing to the Corporation on or before the date due shall be terminated or suspended. The Corporation shall give prior written notice of the proposed termination or suspension by mailing such notice to the member at the address showing on the records of the Corporation as provided above.

B. Any member may voluntarily withdraw from membership in the Corporation by notifying the Corporation in writing of such withdrawal. Such withdrawal shall not operate to discharge any indebtedness owing to the Corporation which accrued prior to such withdrawal.

C. Any member who may in any way refuse or fail to comply with the Bylaws and the Constitution ofthe Corporation may, upon notice and hearing before the Board of Directors, or before a committee selected and designated by the Board of Directors for that purpose be terminated or suspended from membership in the Corporation.

Written notice of any such hearing shall be mailed to the member at the address shown on the records ofthe corporation at least thirty (30) days prior to such hearing.

D. The Board of Directors may, after hearing and notice as set out on Section 5C above, terminate the membership of any member whose conduct, in the opinion of the Board of Directors is detrimental to the best interest ofthe corporation or the legal profession.

E. Any member who is licensed to practice law in any state ofthe United States or in the District of Columbia or a territory of the United States whose license to practice law is revoked or suspended shall have their membership in the Corporation suspended for a like period oftime. Any member whose license to practice law is suspended or revoked shall give written notice to the secretary of the Corporation within thirty (30) days of such suspension or revocation becoming finally effective. The suspension period shall begin on the finally effective date ofthe suspension or revocation if timely notice of suspension or revocation is given and, ifnot given, then on the date determined by the Board of Directors.

Section 6. Reinstatement.

The Board of Directors may reinstate any person to membership in the Corporation.

Section 7. Waiver of Interest in Corporation Property.
All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned bythe Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to require partition f all or part of the corporation’s property.

ARTICLE III
MEETINGS OF MEMBERS

Section l. Annual Meeting
The annual meeting ofthe Corporation shall be held in April of each year at a place and
on a date to be selected by the Board of Directors. The purpose of the annual meeting
shall be the nomination of directors and officers (except the President and the immediate
past President); the annual reports of the officers and committees, and the transaction of
any other business as may come before the meeting.

Section 2. Monthly Meeting.
Monthly meetings ofthe Corporation shall be held on the second Thursday ofeach month
at a time and at a place to be designated by the Board ofDirectors or designated by the
officers. The Board of Directors may change the date of any meeting ifthe Board of
Directors shall determine that such change would be necessary to present a particular
program or accommodate a special fimction.

Section 3. Special Meetings.
Special meetings of the members may be called by the President or by a majority ofthe T
Board of Directors or may be called by the Secretary on the request of not less than five
(5) members in writing. Members shall have not less than ten (IO) days advance written
notice ofthe time, place and purpose of any such special meeting.

Section 4. Quorum.
At any meeting, the members present shall constitute a quorum for the transaction of
business. Any such transaction of business shall require the approval of a majority of
said quorum.

Section 5. Notice of Meetings.
Members shall be given at least ten (IO) days written notice of all meetings by the
secretary. Notice can be given by US Mail, facsimile transmission, or electronic
transmission.

ARTICLE IV
BOARD OF DIRECTORS

Section l. Exercise of Corporate Powers.
The corporate powers, business, general management and property of the Corporation
shall be exercised, conducted and controlled by the Board of Directors.

Section 2. Members of the Board of Directors.
The Board of Directors shall consist of the officers ofthe Corporation and such additional
directors as the Bylaws may from time to time provide. All members ofthe Board of
Directors shall serve until their successors shall have been duly elected and qualified for
of (ice.

Section 3. Qualifications.
No person may be a candidate for the Board of Directors who is not a regular or
sustaining member in good standing and who has not been nominated in accordance with
these bylaws.

Section 4. Nomination.
The Board of Directors shall appoint in January any three (3) members of the Corporation
to be a nominating committee to select candidates for the offices of President·Elect, Vice-
President, Secretary, Treasurer and such other directors as may be provided for under
these bylaws and to report the names ofthe nominees to the Secretary by February 20m.
The Secretary shall give written notice to the membership at least ten (10) days in
advance, ofthe March meeting of the nominating committee’s nominees together with
notice that additional nominations will be received from the floor at the March
membership meeting. The Secretary shall give the members at least ten (10) days
advance written notice prior to the annual meeting of all candidates nominated for office.
All notices under this section can be given by US Mail, facsimile transmission, and/or
electronic transmission.

Section 5. Election.
Directors shall be elected at the annual meeting by secret ballot ofthe members present at
the meeting. The nominating committee shall count the ballots and report the results to
the members present.

Section 6. Meeting.
The Board of Directors shall meet at least quarterly, at a time and place as determined by
the Board of Directors. Special meetings ofthe Board of Directors shall be held
whenever called by the President or in his absence, by the President—Elect, or by a
majority ofthe members ofthe Board of`Directors.

Section 7. Notice of Meetings.
Notice of all meetings ofthe Board of Directors shall be mailed to each director at his last
known address at least ten (IO) business days prior to the time of each meeting or notice
can be given at least ten (10) prior to the time of each meeting by facsimile transmission
and/or electronic transmission at anytime instead of US Mail. Notice of special meetings
shall additionally describe the business to be transacted at the special meeting.

Section 8. Removal of Board Member.
Pursuant to Article IV, Section l ofthese bylaws empowering the Board of Directors to
act for the benefit ofthe Corporation, any individual board member, officer or individual
member may, by written or verbal motion without second, made at least ten (10) days in
advance of`a general meeting, motion the general membership for removal ofa board
member. The ten day notice requirement is waived where a verbal motion is made at a
general meeting and seconded. Once motioned under this section, the presiding officer
pursuant to Art. VI, Section 2 may continue said motion to a future meeting or present
said motion for a vote to the general membership.

Section 9. Quorum.
A majority ofthe directors shall constitute a Quorum ofthe Board of Directors at all
meetings.

Section 10. Waiver of Notice or Consent to Meetings.

The transactions of any meeting ofthe Board of Directors however called and noticed or
wherever held, shall be as valid as though made at a meeting duly held after regular call
and notice if a quorum is present and it, either before or after the meeting, each of the
members not present signs a written waiver of notice or consent to the holding of that
meeting, or an approval of the minutes thereof. All waivers, consents, or approvals shall
be made a part of the minutes of the meeting.

Section 11. Consent to Action Without Meeting.
Any action required or permiitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board of Directors shall individually or
collectively consent in writing to that action and the written consent or consents are filed
with the minutes of the proceedings of the board.

Section 12. Meeting bv Telephone.
Any meeting of the Board of Directors may be held by Telephone conference call in
which all or certain of the Directors are not physically present at the place ofthe meeting,
but all participate in the conduct thereof by telephone. For the purpose of determining
the presence of a quorum and for all voting purposes at such a meeting, all participating i
Directors shall be considered present and acting. I

Section 13. Minutes.
Minutes shall be kept of each meeting ofthe Board of Directors. The original or a copy
ofthe minutes, certified by the Secretary or in the Secretary’s absence, such other person
as the President designates and shall be placed in the Corporation’s minute book.

ARTICLE V
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall have the power and duty:

A. To conduct and control the affairs and business ofthe Corporation and to make rules
and regulations for the guidance ofthe officers and management ofits affairs; and

B. To appoint and remove, at pleasure, all agents and employees ofthe Corporation,
prescribe their duties, fix their compensation and require from them, if available,
security for faithful service; provided, however, no relative of any officer shall be
employed in any capacity; and

C. To select one or more banks to act as depository ofthe funds ofthe Corporation, and
to determine the manner of receiving, depositing and disbursing the same; and form
of checks and person or persons by whom same shall be signed with the power to
change such banks, or person or persons signing such checks, and terms thereof; at
will; and

D. To keep a complete record of all its acts, and ofthe proceedings ofits meetings, and
to present a full statement at the regular Annual Meeting ofthe members, showing in
detail the condition ofthe affairs ofthe Corporation; and

E. To supervise all agents and employees and see that their duties are properly
performed including but not limited to reasonable oversight of officers and their
activities as being compliant and directed towards achieving the ends ofthese bylaws;
and

F. To establish rules and regulations with respect to applications for and admissions to
membership; provided, however, that rules and regulations promulgated under this
section shall not limit or restrict the power ofthe Board of Directors to review and
approve or reject any application referred to the Board of Directors; and

G. To install such system of bookkeeping and auditing that each member may know and
be advised, from time to time, fully conceming the receipts and disbursements ofthe
Corporation, and provide an accounting period on which the books and records shall
be kept.

H. Pursuant to these duties, any director, officer or individual member may, by written or
verbal motion without second, made at least ten (10) days in advance ofa general
meeting, motion the general membership for removal of an officer. The ten day
notice requirement is waived where a verbal motion is made at a general meeting and
seconded. Once motioned under this section, the presiding officer pursuant to Art.
VI, Section 2 may continue said motion to a future meeting or present said motion for
a vote to the general membership. No officer subject to motion under this provision
may preside over said meeting.

ARTICLE VI
OFFICERS

Section l. Number Term.

A. The officers ofthe Corporation shall be a President, a President—Elect, a Vice
President, a Secretary, a Treasurer, and an immediate Past President; and, the officers
shall also be Directors ofthe Corporation. Upon the completion ofthe term of each
President, the President-Elect shall become President ofthe Corporation, and the
previous President shall become the immediate Past President, without further vote of
the membership.

B. Except as hereinafter provided, each of said officers shall serve for a term of one (l)
year.

Section 2. Vacancies.

A. If the office of President shall become vacant, the President—Elect shall succeed to
such office.

B. If a vacancy shall occur in the office ofthe President-Elect more than sixty (60) days
prior to the next annual meeting of the members, because the President-Elect has
succeeded to the office of President to fill the unexpired term ofthe president or
because of any other reason, a meeting of the Corporation shall be held within thirty
(30) days afier the occurrence of such vacancy upon two (2) weeks written notice
being given to all members of the corporation by the President then serving, at which
meeting nominations shall be made and an election shall be held to fill such vacancy, l
and the President-Elect then chosen shall immediately, upon such election, assume “
office for the unexpired term of his predecessor.

C. If an officer shall have served as President by virtue of succession pursuant to Section
2.A. of this Article, he shall serve an additional one (1) year term in such office.

D. If an officer shall have served as President—Elect by virtue of election pursuant to
Section 2.B. of this Article to fill a vacancy created when his predecessor succeeded
to the presidency pursuant to Section 2.A. of this Article, he shall serve an additional
(l) year term in the office of President-Elect and such office shall not be open for
nominations at the annual meeting of the members next following his election as
President-Elect.

E. If a vacancy shall occur in the office of Vice President, Secretary, or the Treasurer, or
any other Board of Director position, the Board of Directors shall, by a majority vote,
till such vacancy and the person so elected shall serve for the unexpired term of his
predecessor.

Section 3. Duties.

A. President:
The President shall preside at all meetings of the Corporation and meetings of the Board
of Directors. He shall perform duties ordinarily incident to his office, shall recommend
such action as he deems proper, and sign such papers of the Corporation as he may be
authorized or directed by the Board of Directors.

B. President-Elect:
The President-Elect shall act as president in the absence of the President, plan programs
in cooperation with the Board of Directors and perform such other duties as may be
assigned him by the president of the Corporation.

C. Vice President:

The vice president shall act as President—Elect and shall perform such other duties as may
be assigned him by the President ofthe Corporation. The Vice President shall, in
conjunction with the President-Elect, plan programs.

D. Secretary:
The Secretary shall keep minutes ofrneetings, send out notices, shall be custodian of
correspondence files, and shall act as administrative assistant to the president. The
Secretary shall assist committee chairmen in carrying out the work of committees and
shall perform such other duties as may be assigned to him by the Board of Directors.
Upon being succeeded in office, the Secretary shall tum over all corporation records and
correspondence to the succeeding Secretary.

E. Treasurer:
The treasurer shall receive and disburse all funds of the Corporation, and shall deposit or
invest its money in a manner approved by the Board of Directors. The Treasurer shall
submit at the annual meeting a report ofmonies received and expended, amounts due the
Corporation and an estimate of the resources and expenses for the ensuing year. Upon
being succeeded in office, the Treasurer shall tum over all Corporation funds and
financial records to the succeeding Treasurer.

F. Immediate Past President;
The Immediate Past President shall act as parliamentarian.

Section 4. Executive Director or Executive Secretary.
The Board of Directors may hire and assign duties to an executive director or executive
secretary of the Corporation, who shall be assigned duties and given compensation as the
Board of Directors directs.

ARTICLE VII
COMMITTEES

Section 1. Activities Committee.
Upon taking office on April 1, the President may appoint a person to be chairman ofthe
activities committee. Thereafter, the President and the Chairman may select two or more
additional members to serve on the committee. The duties ofthe activities committee are
as follows:

A. Aid in the planning of monthly meetings and annual activities, in the location of
places to hold the meetings, and in the speakers or programs to be held at the
meetings;

B. Contact the membership prior to each meeting to remind members of the upcoming
meeting or event.

Section 2. Special Committees.
I he president may appoint special committees and define their duties. Special
committees shall automatically cease to exist at the end of the term of office of the
appointing president, unless continued by the new president.

ARTICLE VIII
APPROPRIATIONS AND EXPENSES

Section l. Corporate Appropriation.
Appropriations of Corporation funds for officer, committee or other expense shall be
made by the Board of Directors.

Section 2. Liabilities in Excess of Appropriation.
Any liability incurred by a Corporation officer or committee in excess of the
appropriation authorized by the Board of Directors shall be the personal liability of the
person or persons responsible for incurring or authorizing same.

Section 3. Duties of Director;
Directors shall discharge their duties, including any duties as committee members, in I
good faith, with ordinary care, and in a manner they reasonably believe to be in the best I
interest of the Corporation. Ordinary care is care that ordinarily prudent persons in
similar positions would exercise under similar circumstances. In the discharge of any
duty imposed or power conferred on directors, they may in good faith rely on
information, opinions, reports, or statements, including financial statements and other
financial data, concerning the corporation or another person that were prepared or
presented by a variety of persons, including officers and employees of the corporation,
professional advisors or experts such as accountants. A director is not relying in good
faith if the director has knowledge concerning a matter in question that renders reliance
unwarranted.

Section 4. Duty to Avoid Improper Distributions.
Directors who vote for or assent to improper distributions are jointly and severally liable
to the corporation for the value of improperly distributed assets, to the extent that debts,
obligations and liabilities of the corporation are not thereafter paid and discharged. Any
distribution made when the corporation is insolvent, other than in payment of corporate
debts, or any distribution that would render the corporation insolvent is an improper
distribution. A distribution made during liquidation without payment and discharge of or
provision for all known debts, obligations, and liabilities is also improper. Directors
present at a board meeting at which the improper action is taken are presumed to have
assented, unless they dissent in writing. The written dissent must be filed with the
secretary before adjournment or mailed to the secretary by registered mail immediately
after adjournment.

A director is not liable if, in voting for or assenting to a distribution, the director (I) relies
in good faith and with ordinary care on information, opinions, reports, or statements,
including financial statements and other financial data, prepared or presented by one or ]
more officers or employees of the corporation, legal counsel, public accountants, or
other persons as to matters the director reasonably believes are within the person’s
professional or expert competence; or a committee of the Board of`Directors of which
the director is not a member; (2) while acting in good faith and with ordinary care,
considers the assets of the Corporation to be at least that of their book value; or (3) in
determining whether the corporation made adequate provision for payment, satisfaction,
or discharge of all of its liabilities and obligations, relied in good faith and with ordinary
care on financial statements or other information concerning a person who was or became
contractually obligated to satisfy or discharge some or all of these liabilities or
obligations. Furthermore, directors are protected from liability if in the exercise of
ordinary care, they acted in good faith and in reliance on the written opinion of an
attorney for the Corporation.

Directors who are held liable for an improper distribution are entitled to contribution
from persons who accepted or received the improper distributions knowing they were
improper. Contribution is the proportion to the amount received by each such person.

ARTICLE IX
TRANSACTIONS OF THE CORPORATION

Section l. Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, I
bequest, or devise for the general purpose or for any special purpose of the Corporation.
The Board of Directors may make gifts and give charitable contributions that are not
prohibited by the bylaws, the articles of incorporation, state law, and any requirements .
for maintaining the Corporations federal and state tax status.

Section 2. Prohibited Acts.
As long as the Corporation is in existence, and except with the prior order ofthe Board of
Directors, no member, director, officer, or committee member of the Corporation shall:

A. Do any act in violation of the bylaws or a binding obligation of the Corporation.

B. Do any act with the intention of harming the corporation or any ofits operations.

C. Do any act that would make it impossible or unnecessarily difficult to carry on the
intended or ordinary business of the Corporation.

D. Receive an improper benefit from the operation of the Corporation. t

E. Use the assets of this Corporation, directly or indirectly, for any purpose other than
carrying on the business of this corporation.

F. Wrongfully transfer or dispose of Corporation property, including intangible property
such as good will.

G. Use the name of the Corporation (or any substantially similar name) or any trademark l
or trade name adopted by the Corporation, except on behalf of the Corporation in the ,
ordinary course of the Corporation’s business. ]

H. Disclose any of the Corporation business practices, trade secrets, or any other V
information not generally known to the business community to any person not
authorized to receive it.

ARTICLE X
FISCAL YEAR

The fiscal year ofthe Corporation shall begin on the first day of January and end
on the last day of December of each year.

ARTICLE XI
AMENDMENTS TO BYLAWS

The Bylaws may be adopted, amended, or rescinded by a majority vote of the
members present and voting at any annual, monthly, or special meeting, provided that
notice of such proposed change shall be given in writing to all members ten (10) days in
advance ofthe meeting at which the vote is to be taken.

ARTICLE XII
MISCELLANEOUS PROVISIONS

Section 1. Legal Authorities Governing Construction of Bylaws.
The Bylaws shall be construed in accordance with the laws of the State of Texas. All
references in the bylaws to statutes, regulations, or other sources of legal authority shall
refer to the authorities cited, or their successors, as they may be amended from time to
time.

Section 2. Legal Construction.
lf any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability shall not be construed as ifthe invalid, illegal, or
unenforceable provision had not been included in the bylaws.

Section 3. Headings.
The headings used in the bylaws are used for convenience and shall not be considered in
construing the terms of the bylaws.

Section 4. Gender.
Wherever the context requires, all words in the bylaws in the male gender shall be
deemed to include the female or neuter gender, all singular words shall include the plural,
and all plural words shall include the singular.