AUSTIN CRIMINAL DEFENSE LAWYERS ASSOCIATION BYLAWS
EFFECTIVE AS AMENDED September 17, 2019
ARTICLE I· NAME AND STATUS
Sec. 1.02. The Austin Criminal Defense Lawyers Association recognizes that the Texas Criminal Defense Lawyers Association is the state association representing criminal defense lawyers in Texas.
ARTICLE II · PURPOSE
Sec. 2.01. Purpose. The purpose of the Association shall be the education of its members toward the following goals: protection of individual rights guaranteed by the Texas and Federal Constitutions, the preservation of the court system’s commitment to those rights, and promotion of competent and ethical representation of persons accused of a crime.
Sec. 2.01(a) At the discretion of the Board of Directors, the Association may engage in discussion for or against laws, rules, policies, organizations or institutions that undermine the goals articulated in Sec. 2.01 or directly impact the rights and outcomes of criminal defendants or their cases.
Sec. 2.02. Limitation. The Association shall not make any expenditures of funds for political contributions or for influencing legislation.
ARTICLE III· PRINCIPAL OFFICE
Sec. 3.01. Principal Office. The principal office of the Association in the State of Texas shall be located in the City of Austin, County of Travis.
Sec. 3.02. Registered Office and Registered Agent. The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
Sec. 3.03. Current Registered Office and Registered Agent. The current registered office shall be Willie Schmerler, 602 West 11th Street, Austin, Texas 78701. [Corresponds to Article VII. of Articles of Incorporation.] Either the registered office or registered agent may be changed by a simple majority of the Association Board of Directors. Such change will be recorded in the bylaws, but shall not be considered an amendment to these bylaws as required in Article XV.
ARTICLE IV · MEMBERSHIP
Sec. 4.01. Regular Membership. A member of the State Bar of Texas who is currently, substantially engaged in the defense of criminal cases in Travis County is eligible for membership in the Association. Those over 70 years of age are eligible for Senior Membership. Senior Members shall be a type of regular membership. Upon application, membership grant shall require a majority affirmative vote of a quorum of the Board of Directors.
Sec. 4.02. Charter Membership. The charter members of the Association shall consist of those persons who, prior to December 31, 1991, signified their intention to join the Association as charter members and whose membership applications were subsequently approved by the Board of Directors. Charter Members shall have the same rights and privileges of Regular Members.
Sec. 4.03. Student Membership. A person who is regularly enrolled in a school of law in this State is eligible to apply for student membership in the Association. Upon application, membership grant shall require a majority affirmative vote of a quorum of the Board of Directors.
Sec. 4.04. Affiliate Membership. Affiliate membership in the Association shall be available upon application and majority affirmative vote of a quorum of the Board of Directors to persons not otherwise eligible for regular membership who are pursuing a career in a field which contributes regularly to the defense of criminal cases and the goals of the Association and who are not excluded by Article IV, Section 4.06 herein.
Examples include full-time professors of law or legal topics, lawyers on active duty in the military, legal assistants and other support staff persons working for regular members, investigators, technical experts, law librarians, and lawyers in private practice who are actively engaged in the defense of criminal cases outside of Travis County.
Sec. 4.05. Honorary Membership. A person who has made an outstanding contribution to the welfare and has aided the achievement of the goals of this Association may be elected an honorary member of the Association. An affirmative vote of two-thirds (2/3) of the Board of Directors is required to elect any honorary members. Honorary membership shall extend for an indefinite period. Honorary Members shall have the same rights and privileges of Regular Members.
Sec. 4.06. Ineligible for Membership. A member of the State Bar of Texas who holds judicial or prosecutorial office, or is employed in a prosecutorial office (except on limited special prosecution assignment) is ineligible to become or remain a member of the Association.
Sec. 4.07. Application for Membership. Application for regular, student, or affiliate membership shall be made on a form prescribed by the Board of Directors and forwarded, accompanied by the dues payment set out in Article V below to a member of the Board of Directors. Applications are vested upon completion, subject to approval by a quorum of the Board of Directors at their next board meeting. Rejected applications will receive notice from the Secretary and a refund of dues from the Treasurer at their earliest convenience. All decisions of the Board of Directors regarding membership eligibility are final.
Sec. 4.08. Members Eligible to Vote. Regular Members who are current in dues payment, whose license to practice law is current and who have not resigned nor had their membership revoked are entitled to vote in any of the Association’s proceedings. Affiliate and Student Members are not entitled to vote.
Sec. 4.09. Membership Goal. It shall be the goal of the membership of the Association to include among its Directors and Committee membership a cross-section reflecting the minority groups within the Association.
Sec. 4.10. Revocation of Membership. Membership, whether regular, charter, affiliate, student, or honorary:
(a) may be revoked for cause by vote calling for such revocation by a two-thirds vote of the total members of the Board of Directors after 10 days’ notice has been given to said member and to all members of the Board of Directors and a right to hearing has been afforded said member; or,
(b) shall be revoked for the period of any State Bar License suspension.
Sec. 4.11. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member who is resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
ARTICLE V · FINANCES
Sec. 5.01. Annual Dues. Annual dues for members may range from minimum to maximum in the various categories of membership as the Board of Directors may fix from time to time. All dues shall be payable annually or in a payment plan fixed by the Board of Directors. Any member whose annual dues payment is in arrears shall cease to be a member of the Association in good standing.
Sec. 5.02. Dues Schedule. Until modified by the Board of Directors, the Dues Schedule is as follows:
Regular Member licensed to practice fewer than 3 years: $25.00
Regular Member with 3 or more years of practice: $50.00
Student or Affiliate Member: $20.00
Senior Member: $25.00
Lifetime Regular Member: $1,500.00 *
Honorary Member: $0.00
(*Lifetime Regular Membership Dues are paid in 3 equal $500.00 payments over 3 years each June. No further ACDLA dues will be collected from Lifetime Regular Members).
Sec. 5.03. Fiscal Year. The fiscal year for the Association is from January 1 to December 31 of each calendar year.
Sec. 5.04. Budget. The Board of Directors shall annually review and plan for expenses and known expenditures at the first board meeting occurring in each calendar year.
ARTICLE VI · MEETING OF THE MEMBERS
Sec. 6.01. Time and Place. The regular meetings of the Association shall be held on a designated date of each month at such time and place as may be fixed by the Board of Directors.
Sec. 6.02. Special Meetings. A special meeting of the members of the Association may be held when the Board of Directors deems necessary with 10 days’ notice to the membership.
Sec. 6.03. Quorum. Those Members eligible to vote who are present at any regular or special meeting of the Association shall constitute a quorum for the transaction of business at such meeting.
ARTICLE VII · BOARD OF DIRECTORS
Sec. 7.01. Power, Membership and Eligibility. The business and affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall consist of nine (9) Full Board Directors. Additionally, the Board shall include three Associate Board Directors who shall serve in an advisory capacity to the Board and who are Non-Voting Board Members. To be eligible to be a Director, a person must be a Regular Member.
Sec. 7.02. Regular Meeting. The Board of Directors shall meet regularly at least once every month, at such time and place as may be designated from meeting to meeting.
Sec. 7.03. Special Meetings. The Board of Directors shall meet at such other time as may be called upon request of at least three (3) members of the Board of Directors or ten (10) members of the Association.
Sec. 7.04. Quorum. A quorum for the transaction of all business, except as otherwise specified, shall be five members of the Board of Directors present at any meeting of the Board of Directors. There shall be no proxy voting, but a member who is not present may vote during the meeting by phone or by electronic communication.
Sec. 7.05. Chair of Meetings. The Presiding Director shall serve as Chair of the meeting of the Board of Directors. In the absence of the presiding Director, the Secretary shall serve as chair of the meetings. In the absence of both, the Treasurer shall serve as chair. Otherwise those attending shall elect a temporary chair for that meeting.
Sec. 7.06. Vacancies. A vacancy occurring in the Board of Directors caused by the death, resignation or removal of the person elected thereto may be filled by appointment by the Presiding Director subject to confirmation by the Board of Directors. Confirmation shall be secured either by a majority vote of the Directors present at a meeting of the Board of Directors or if the number present is less than seven by a poll of the Directors by mail or electronic means. Should a poll be selected, the failure of any Director to send in said vote within ten (10) days after the date the poll is placed in the mail or within two (2) days when sent by electronic means, said Director shall be counted as an affirmative vote.
Sec. 7.07. Removal. An elected Director may be removed for cause by a vote of two thirds (2/3) of the total members of the Board of Directors after ten (10) days’ notice has been given to said Director and to all Directors and a right to hearing has been afforded said Director. Cause may include, but not be limited to, failure to attend two (2) consecutive meetings or three (3) meetings within a twelve (12) month period of the Board of Directors without good cause. If the absent board member does not communicate a statement of cause to the missed meeting or the subsequent meeting the missed meeting shall be presumed to be without good cause. Upon timely submission, a majority vote shall be required to determine that the absence was without good cause and such decision shall be final.
ARTICLE VIII - OFFICERS
Sec. 8.01. Officers. The officers of the Association shall consist of a Presiding Director, a Secretary, and a Treasurer.
Sec. 8.02. Selection of Officers.
(a) Presiding Director. The Board of Directors shall, at its first meeting after September 1st, elect by majority vote, a Presiding Director. Those serving their final year shall not be eligible for the position.
(b) Secretary. The Board of Directors shall, at its first meeting after September 1st, elect by majority vote, a Secretary. Those serving their final year shall not be eligible for the position.
(c) Treasurer. The Board of Directors shall, at its first meeting after September 1st, elect by majority vote, a Treasurer. Those serving their final year shall not be eligible for the position.
Sec. 8.03. Duties of the Presiding Director. The Presiding Director is the chief executive officer of the Association, and has responsibility to supervise and coordinate the activities of the Association, its officers and personnel, to nominate the members and chair of committees and to preside at meetings of the Board of Directors and of the membership. The Presiding Director shall only vote in Board meetings in case of a tie vote. The Presiding Director shall give annually a State of the Organization report to the membership at the first general membership meeting to occur after February 1st.
Sec. 8.04. Duties of the Secretary. The Secretary shall attend and keep minutes of all meetings of the Board of Directors and of the Association. The minutes of each meeting shall be maintained and certified by the Secretary. In the event the Secretary must be absent from a meeting, another member of the Board of Directors shall be designated by the Presiding Director to act for the Secretary. The Secretary shall act as Parliamentarian for the Association, shall mail, email, or post all required notices, and shall maintain copies of the Articles of Incorporation and Bylaws and be responsible for keeping them current.
Sec. 8.05. Duties of the Treasurer. The Treasurer shall be responsible for collection of all money due the Association and payment of all obligations of the Association from such funds in accordance with such regulations and procedures as may be prescribed by the Board of Directors. The Treasurer shall prepare and maintain monthly financial reports to be kept for inspection by the membership of the Association, and to be presented to each regular meeting of the Board of Directors. The Treasurer will also be responsible for maintaining current and complete books and records of account at the registered office of the Association. The Treasurer will oversee the preparation of an annual review of income, expenses, and the holding of the organization to be delivered to the Presiding Director on or before January 31st to be included in the State of the Organization report by the Presiding Director as required in Section 8.03.
ARTICLE IX· TERMS OF OFFICE AND ELECTIONS
Sec. 9.01. Terms for Board of Directors. Elections for Full Board Directors shall be held annually by all members eligible to vote. At all but the first election, Board members shall be elected for a term of three years. Terms shall be staggered, in that one-third (3) of the Board membership shall be elected annually. Board members may not be nominated for a consecutive term. However there shall be no limit to nonconsecutive terms.
Sec. 9.011. Terms for Associate Board Directors. Elections for Associate Board Directors shall be held annually by all members eligible to vote. Associate Board Directors shall serve for a recurring one year term and be subject to retention elections. Associate Board Directors may be nominated and shall be eligible for election to the Full Board of Directors. If elected to the Full Board of Directors, an Associate Board Director shall be eligible to be elected for a consecutive three year term.
Sec. 9.02. Nominating Committee. The nominating committee shall consist of two (2) members of the Board of Directors elected by the majority of the board and one regular member selected by the Presiding Director. The nominating committee shall meet during the first half of the month of June and nominate from the members eligible to vote a candidate for each of the three (3) vacant Board positions and the three (3) Associate Board positions. The nominating committee shall report in writing no later than the 20th of that month to the Presiding Director nominees for each position and the Secretary shall by no later than July 1 notify the membership via the listserv or email of the nominees to each member eligible to vote. Such mailings shall also advise the membership that any member eligible to vote may seek election for Director of the position of their choice by following the requisites of Article IX, Section 9.03 of the bylaws. The petition and necessary documentation must be received at the main office in Austin, Texas, of the Austin Criminal Defense Lawyers Association on or before 5:00 p.m. July 15 or if the 15th falls on a Saturday or Sunday, the first Monday thereafter, in order to include such nominee(s) on the ballot.
In all contested races, the Presiding Director shall cause a vote to be held at the general meeting most immediately preceding August 31st. Ballots shall be cast in writing. In the event no meeting is held in August, the Presiding Director shall cause to be mailed or electronically disseminated a ballot which lists the respective nominees and the positions sought, to all members in good standing. Said member may vote by completing the ballot and causing the ballot to be actually received at the main office in Austin, Texas, of the Austin Criminal Defense Lawyers Association by the deadline determined by the Presiding Director but no less than ten (10) days after the distribution of said ballots.
Sec. 9.03. Nominations. Any member eligible to vote who desires to seek election as Director of the Association may file a petition to that effect. Such petition shall set forth which of the three positions is being sought and shall have attached to it the signed statements of two (2) members eligible to vote who state their belief that the petitioner is qualified for such office or directorship and will perform the duties imposed by the office sought. Such petition shall not be required of those nominated by the committee set forth in Section 9.02 of this article. Such petitions for election to a Directorship shall be received at the main office in Austin, Texas of the Austin Criminal Defense Lawyers Association on or before 5:00 p.m., July 15 or if the 15th falls on a Saturday or Sunday the first Monday thereafter, in order to be included in the ballots. The Presiding Director or his/her designated representative shall review said petition to determine if it meets the above requirements before said nominee may be eligible to run for a position or have such information mailed out in the ballot.
Sec. 9.04. Procedure. Elections shall be by ballot of the members eligible to vote who vote in accordance with the bylaws, counted, should any candidate elect, in the presence of a chosen delegate for that candidate for a contested directorship. The Presiding Director, Secretary and Treasurer or if unavailable, Directors appointed by the Presiding Director in their stead, shall serve as election judges for tabulating and certifying the ballots. The candidate for each position receiving the highest number of votes shall be certified by the election judges as the elected Director. A majority vote of the members of the Board of Directors who shall cast the deciding vote by written ballot in the event of a tie in any contested race. All elections shall be by written secret ballot. The persons elected shall assume their respective offices as at the next meeting of the Board of Directors, or of the Association, whichever occurs first.
ARTICLE X · POLICIES OF THE CORPORATION
Sec. 10.01. Pronouncement or Declaration of Policy. No member of the Association shall officially make any pronouncement of the position of the Association or declaration on a question of policy until it has been authorized by a majority vote of a meeting or, of a poll of, the Board of Directors except as provided in Section 2.
Sec. 10.02. Special Circumstances. When, in the Presiding Director’s discretion, he determines that it is necessary to make a pronouncement or declaration of policy and the circumstances do not permit a meeting or poll of the Board of Directors, he may, after obtaining the consent of a majority of the officers of the Association, make the pronouncement or declaration.
Sec. 10.03. Inauguration of Poll. The Board of Directors may, on its own motion, or shall, upon presentment to the Board of a petition requesting such action and signed by at least ten (10) members eligible to vote, poll the membership of the Association on any question.
Sec. 10.04. Polling Procedure. The Presiding Director shall take such a poll of the membership by mailing or electronically disseminating the inquires necessary to obtain the information desired and by canvassing the votes on the poll at least ten (10), but not more than fourteen (14) days, after the mailing of the inquires or within three (3), but not more than seven (7) days, if electronically disseminated.
Sec. 10.05. Restraint of Trade. No member of the Association shall engage in any activity prohibited by Federal or State law concerning combinations in restraint of trade. (15 U.S.C. Sections 1 & 2; TEX. Bus. & COM. CODE Sec. 15.01 et seq.).
ARTICLE XI · JOINT VENTURE NON-PROFIT
Sec. 11.01. Purpose. In order to protect individual rights guaranteed indigent defendants in Travis County by the Texas and Federal Constitutions and to uphold the principals and obligations of our profession as expressed in Gideon v. Wainwright, 372 U.S. 335 (1963), and its progeny, the Association shall enter into a joint venture non-profit with the Austin Bar Association to create and support a private defender organization (an Office of Managed Assigned Counsel (“MAC”)).
Sec. 11.02. Directors of the Private Defender Organization (MAC). Two (2) Association members in good standing will serve as Directors of the joint venture non-profit as outlined in Section 11.06.
Sec. 11.03. Qualification of the Directors of the Private Defender Organization (MAC). To be eligible regular Association members must: (1) be in good standing with the Association; (2) not currently accept court appointments or agree if elected or selected not to accept court appointments; and (3) have at least five (5) years of experience practicing criminal law. The Private Defender Organization (MAC) Board members may not be nominated for more than one consecutive term in the same position. However there shall be no limit on nonconsecutive terms or terms which occur consecutively but are for different positions.
Sec. 11.04. Ex Officio Director of the Private Defender Organization (MAC). One (1) Association member in good standing will serve as a non-voting Ex Officio Director of the joint venture non-profit as outlined in Section 11.07.
Sec. 11.05. Qualification of the Ex Officio Director of the Private Defender Organization (MAC). To be eligible Association regular members must: (1) be in good standing with the Association; (2) must currently accept court appointments; (3) have accepted court appointments for the majority of the three (3) preceding years, and (4) have at least five (5) years of experience practicing criminal law. The Ex Officio Board member may be nominated for a consecutive term in the same position.
Sec. 11.06. Selection of the Directors of the Private Defender Organization (MAC). The three (3) positions will be filled as follows:
(a) Regular Association Member Director. When a term is expiring, one regular Association member in good standing shall be nominated and selected by the process described for any Association Board member in Article IX with elections taking place at the same time as other Association Board of Director positions. This member will serve for three (3) years on the joint venture non-profit Board of Directors. Any regular Association member eligible under Section 11.03, including a member currently serving on the Association Board of Directors, and having been on the court appointment list in the last five years shall be eligible.
(b) Association Board Member Director. When a term is expiring, the Board of Directors shall, at its first meeting after August 1st, elect by majority vote, a Board member to serve on the Board of the joint venture non-profit. This member will serve for two (2) years on the joint venture non-profit Board of Directors even if his term on the Association’s Board of Directors should expire during this time. Any Association Board member in good standing at the time of the vote and who meets the requirements of Section 11.03 shall be eligible. Should no Board member meet the qualifications of Section 11.03 or should the Board fail to elect one by majority vote then the Presiding Director shall select one member in good standing to be approved by majority vote the Board of Directors.
(c) Ex Officio Director. When a term is expiring, one Regular Association member in good standing shall be nominated and selected by the process described for any Board member in Article IX with elections taking place at the same time as other Association Board of Director positions. This member will serve for one (1) year on the joint venture non-profit Board of Directors. Any regular Association member eligible under Section 11.06, including a member currently serving on the Association Board of Directors, shall be eligible.
Sec. 11.07. Terms of the Directors of the Private Defender Organization (MAC). Terms shall begin on September 1st and end of August 31st of the relevant years. In the first year, any partial year occurring before September 1st shall not count towards the limit of the term.
Sec. 11.08. Selection in First Year. Only in the first year shall the Association Board of Directors nominate the candidate for the Regular Member position and Ex Officio Member. The nomination of the Regular Member position and Ex Officio Member shall be considered unanimously approved by the membership unless a member seeking election as outlined in Section 9.03 delivers within ten (10) days of the announcement of the nomination a petition seeking either office. Should a member file a petition as outlined in Section 9.03 an election shall take place at the next meeting called pursuant to Section 6.01 or Section 6.02. The Association Board of Directors shall elect the Board Member position at the first board meeting held after the adoption of these bylaws or by other means specified in the bylaws.
Sec. 11.09. Vacancies. A vacancy occurring in the Board of Directors of the joint venture non-profit caused by the death, resignation or removal of the person elected thereto may be filled by appointment by the Presiding Director subject to confirmation by the Board of Directors. Confirmation shall be secured either by a majority vote of the Directors present at a meeting of the Board of Directors or if the number present is less than seven (7) by a poll of the Directors by mail or electronic means. Should a poll be selected, the failure of any Director to send in said vote within ten (10) days after the date the poll is placed in the mail to or after two (2) days when sent by electronic means said Director shall be counted as a vote for confirmation.
Sec. 11.10. Removal. An elected Director of the joint venture non-profit may be removed for cause by a vote of two thirds (2/3) of the total members of the Association after ten (10) days’ notice has been given to said Director and to all Directors and a right to hearing has been afforded said Director. The hearing to remove said Director shall be held pursuant to Section 6.01 or Section 6.02. A Director of the joint venture non-profit appointed pursuant to Section 11.07(c) may be removed only on the motion of the Presiding Director and upon the vote of two thirds (2/3) of the total members of the Association after ten (10) days’ notice has been given to said Director and to all Directors and a right to hearing has been afforded said Director.
Sec. 11.11. Independence of Directors. Directors of the non-profit shall have primary responsibility to the non-profit and must exercise their own independent judgment in the best interests to the non-profit and its goals. No resolution or decision of this Association shall bind Directors of the joint venture non-profit except subject to removal in Section 11.10.
Sec. 11.12. Attorney Employees of Non-Profit. Attorney employees of the joint venture non-profit shall be eligible for membership in the Association as regular members. Employees of the non-profit may hold office in this organization but may not vote in any election pursuant to Article XI. Nor will an employee be permitted to endorse any candidate for office in this Article.
ARTICLE XII · COMMITTEES
Sec. 12.01. Committees. There shall be such additional committees as are determined to be beneficial by the Presiding Director or a majority of the Board of Directors at any meeting.
ARTICLE XIII · PROCEDURE FOR VOTING
Sec. 13.01. All business transacted by the Board of Directors, the general membership, committees provided for in Article XII of the bylaws, and the Nominating Committee provided for in Article IX of the bylaws shall be by a majority vote of the quorum present unless otherwise set out in these Bylaws. A quorum for the transaction of committee business is the number of members of each respective committee who are present.
Sec. 13.02. Special Votes of the Board of Directors. The Presiding Director, at his discretion, may call for any vote of the Board of Directors that requires a simply majority to be cast electronically. In such cases the vote must be open until a majority of the Board of Directors have cast a vote for or against the measure or for at least forty-eight (48) hours.
ARTICLE XIV · CONTRACTS, CHECKS, AND DEPOSITS AND FUNDS
Sec. 14.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instruments in the name of and in behalf of the Association. Such authority may be general or confined to special instances.
Sec. 14.02. Checks and Drafts. All checks, drafts, or orders of payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association in such manner as shall be from time to time determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Secretary of the Association.
Sec. 14.03. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association to such bank, trust companies, or other such depositories as the Board of Directors may select.
Sec. 14.04. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequeath or devise for the general purposes or any special purpose of the Association.
Sec. 14.05. Expenditures. The Board of Directors may authorize all necessary and proper expenditures which do not exceed 33.3% of the organizations total holdings. Any single expenditure exceeding 33.3% of the organizations total holdings must be approved by the majority of regular members present at a meeting called pursuant Section 6.01 or Section 6.02.
Sec. 14.06. Accounting of Organization. Upon the majority vote of the Board of Directors, the Treasurer will prepare for the next meeting held pursuant to Section 6.01 or Section 6.02 an exact accounting of any expenditure or other matters as designated. Upon the presentment of written request of a member to the Presiding Director which is signed by at least 10% of the regular members the Treasurer will prepare for the next meeting held pursuant to Section 6.01 or Section 6.02 an exact accounting of any expenditure or other matters as designated.
ARTICLE XV · AMENDMENT
Sec. 15.01. Bylaws Amendment. For all but Section 5.02 (Dues Schedule) these bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the members eligible to vote and voting at any meeting of the membership.
Amendment of Section 5.02 shall require majority approval of a quorum of the Board of Directors followed by ratification of a majority vote of members present at the next properly noticed meeting of the membership.
Sec. 15.02. Notice of Amendments to Bylaws. When and if these Bylaws are amended written notice of such amendments shall be mailed or electronically disseminated to all members eligible to vote at least ten (10) days prior to the membership meeting at which the vote will be conducted.
ARTICLE XVII · DISSOLUTION
Sec. 16.01. This Association shall be an ongoing entity and shall continue perpetually unless and until the Directors shall adopt by a two-thirds (2/3) vote of those present at a meeting of the Board of Directors a resolution of dissolution and said resolution of dissolution shall have received a two-thirds (2/3) vote of members present at a meeting of the members given the same notice as is required by Section 15.02. Thereafter, three fourths (3/4) of the voting membership, after notice at a specially called meeting for such purpose, must vote for dissolution and to disband and dissolve the Association in order to effectuate the dissolution.
Sec. 16.02. In such event of the dissolution of the Association, the Board of Directors of the Austin Criminal Defense Lawyers Association shall, after making provisions for the payment of all debts and liabilities incurred by the Association, dispose of the assets of the Association exclusively for the purposes of the Association in such a manner, or to such organization or organizations organized and operated exclusively for the charitable, educational, religious or scientific purposes as shall at the time qualify as to exempt organization or organizations under Section 501 (c)(3) or 501 (c)(6) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a Court of proper jurisdiction of Travis County, Texas, exclusive for such purposes or such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.
ARTICLE XVIII · INCORPORATION
Sec. 17.01. The Presiding Director shall at the first regular meeting of the Board of Directors, direct that such steps be taken as are necessary to attain legal status as a non-profit corporation operating under these Bylaws with such amendments as may be necessary to qualify for non-profit status.