BY-LAWS OF THE
PUBLIC UTILITY LAW SECTION
STATE BAR OF TEXAS
I. Name and Purpose
A. . This section shall be known as the Public Utility Law Section of the State Bar of Texas.
B. . The purpose of this Section shall be to study and report on laws, decisions and governmental regulations affecting public utilities; to promote the fair and just administration of such laws and regulations; to study and report upon proposed legislation affecting public utilities; and to keep the members of the State Bar of Texas advised in that respect. All acts of this Section shall be subject to the laws governing the State Bar of Texas and its policies, rules, and regulations.
C. . Prior to the beginning of each Regular Session of the Legislature, this Section may compile and submit to the Legislative Committee of the State Bar of Texas suggestions for legislation which the Section membership has determined is necessary for the operation of or would benefit practice or procedure in the area of public utility law. Except as provided in this Section, neither the Section nor its individual members may, in the name of the Section, take a position that advocates or advances a political or social policy.
D. . This Section may correspond and cooperate with related committees or sections of the State Bar of Texas, the American Bar Association, other State Bar organizations and similar organizations.
A. . All members of the Section shall be members of the State Bar of Texas, and each shall pay annual dues in an amount set by the Council and approved by the Board of Directors of the State Bar of Texas.
B. . Any person eligible to be a member upon payment of dues to the Secretary- Treasurer, shall be enrolled as a member of the Section. Thereafter, dues shall be paid in advance each year beginning on July 1. Any member whose annual dues shall be more than six months past due shall cease to be a member of the Section.
A. . The Officers of this Section shall be a Chair, a Chair-Elect who shall serve as the Vice-Chair, and a Secretary-Treasurer.
B. . There shall be a Council, which shall consist of the past Chair, the current officers, and six other members to be elected by the Section.
C. . All officers except the Chair shall be nominated and elected in the manner herein provided at each Annual Meeting of this Section, to hold office for a term beginning at the close of the Annual Meeting of the Section at which they shall have been elected, and ending at the close of the next succeeding Annual Meeting of the Section and until their successors shall have been elected and qualify. The Chair-Elect (Vice-Chair) shall, at the end of his or her term of office, become Chair for a term of one year, and no Chair shall be eligible to succeed himself or herself for consecutive terms as Chair.
D. . Year as herein used, means a term beginning at the close of the Annual Meeting at which a Council member shall have been elected and ending at the close of the next succeeding Annual Meeting of this Section. Members of the Council shall be elected at each Annual Meeting of the Section for terms of 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.
E. . No person shall be eligible for election as a member of the Council or as an officer if that person is at the time of the election a partner, associate or employee of another voting member of the Council, an Officer of the Section, or such member’s or Officer’s law firm.
F. . No person shall be eligible for election as a member of the Council or as an Officer if that person is at the time of the election a spouse or related within one degree of consanguinity or affinity to another voting member of the Council or an Officer.
G. . No member of the Council is eligible to serve consecutive, full three-year terms as a non-officer member of the Council, provided, however, that a member of the Council may be elected to an officer position immediately after having served as a member of the Council.
IV. Nominations and Election of Officers
A. . The Chair shall appoint a nominating committee of three members of the Section, which committee shall make and report nominations for the election of Officers and members of the Council at the next Annual Meeting, to succeed those whose terms will expire at the close of that Annual Meeting. Other nominations may be made from the floor at the Annual Meeting.
B. . In selecting nominees for Officers and the Council, the nominating committee shall adhere, insofar as possible, to the principle that the nominees as a group shall be representative of all constituent groups of the membership.
C. . All elections shall be by majority vote of the members of the Section present and voting at the Annual Meeting at which time the election is held.
V. Duties of Officers
A. . Chair. The Chair shall preside at all meetings of the Section and of the Council, shall be responsible for formulating and presenting to the Executive Director of the State Bar of Texas by July 15 of each year a budget for the current fiscal year and a financial report for the preceding fiscal year, and shall perform such other duties and acts as usually pertain to this office.
B. . Vice-Chair. The Vice-Chair shall be responsible for and perform those tasks and functions assigned by the Chair, and, in conjunction with the other Officers, as authorized by the Council, shall attend generally to the business of the Section. Upon the death, resignation or during the disability of the Chair or upon the Chair’s refusal to act, the Vice-Chair shall perform the duties of the Chair for the remainder of the Chair’s term except in case of the Chair’s disability and then only during so much of the term as the disability continues.
C. . The Secretary-Treasurer shall be the custodian of all books, papers, documents, funds and other property of the Section, 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, with the Chair and Vice-Chair, shall prepare a summary or digest of the proceedings of the Section at its annual meeting. The Secretary-Treasurer in conjunction with the Chair and the Vice-Chair as authorized by the Council, shall attend generally to the business of the Section and shall keep an accurate record of all monies appropriated to and expended for the use of the Section.
D. The Secretary-Treasurer shall deposit the funds of the Section in a separate account in any bank to be selected by the Council, generally in the City where the Secretary-Treasurer resides, and shall make disbursements from such funds as directed and authorized by the Council on checks signed by the Secretary-Treasurer and countersigned by either the Chair or Vice-Chair. The Secretary-Treasurer shall instruct the depository to provide directly to the State Bar each month a duplicate of the bank statements, canceled checks, and deposit slips. Any expense incurred in providing duplicates to the State Bar shall be borne by the Section.
E. . If any elected member of the Council shall fail to attend two consecutive meetings of the Council, the office held by such member may be vacated, as determined by the Council, and the vacancy shall be filled for the unexpired term by the Section if at an annual meeting, and by the Council if the vacancy occurs between annual meetings.
VI. Duties and Powers of the Council
A. . The Council shall have general supervision and control of the affairs of the Section subject to the laws governing the State Bar of Texas and its policies, rules, and regulations and the by-laws of this Section. It shall supervise the expenditure of any monies received as dues by the Section appropriated for the use or benefit of the Section. It shall not, however, authorize commitments to contracts which shall, entail the payment of any money during any fiscal year beyond that in the treasury of the Section unless the additional money beyond that in the treasury of the Section shall have been previously appropriated to the Section for that fiscal year by the Board of Directors of the State Bar of Texas.
B. . The Council may authorize the Chair to appoint committees from Section members to perform such duties and exercise such powers as the Council may direct, subject to the limitations of these by-laws and the laws governing the State Bar of Texas and its policies, rules, and regulations.
C. . The Council, during the interim between Annual meetings of the Section, may fill vacancies in its own membership or in the office of Chair, Vice-Chair, and Secretary-Treasurer, or, in the event of a vacancy in both the office of Chair and Vice-Chair then in the office of Chair pursuant, as members are available and qualified, to the representation rules of Article IV, Section 2. Members of the Council, and officers so selected shall serve until the close of the next Annual Meeting of the Section.
D. . 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-Treasurer and have it counted, with the same effect as if cast personally at such meeting.
E. . 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 member 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 so submitted by communicating their vote thereon, in writing over their respective signatures to the Secretary-Treasurer, who shall record upon the minutes each proposition so submitted, when, how, at whose request submitted, and the vote of each member of Council thereon, and keep on file such written and signed votes.
A. . The annual meeting of the Section shall be held during the Annual Meeting of the State Bar of Texas or at such time and place as may be fixed by the Council, as permitted by applicable State Bar rules, and with such program and order of business as may be arranged by the Council.
B. . Special meetings of the Section may be called by the Chair upon approval of the Council and upon 30 days written notice at such time and place as the Council may determine.
C. . The members of the Section present, either in person or via electronic means, at any meeting shall constitute a quorum for the transaction of business, and all binding action of the Section shall be by a majority vote of the members present.
D. . The time and place of Council meetings shall be fixed by the Council, or in absence of Council action may be called by the Chair on giving at least two-weeks, written notice to members of the Council. All members of the Section shall be privileged to attend and voice their views at any such Council meeting, but only Council members will be permitted to vote on official business of the Council at any such Council meetings.
E. . Five members of the Council, present either in person or via electronic means, shall constitute a quorum for the transaction of Council business. All binding action of the Council shall be by a majority vote of the Council members present.
VIII. Miscellaneous Provisions
A. . The Fiscal Year of the Section shall be the same as that of the State Bar of Texas.
B. . All dues and other money shall be deposited in a depository as designated by the Council, subject to the control of the Council and withdrawn on checks or drafts signed by the Secretary-Treasurer and the Chair. Alternatively, the Council may designate the State Bar of Texas as the depository with checks written in accord with State Bar of Texas policies and procedures. In the event of disability of the Secretary-Treasurer, the Chair may exercise the-powers delegated to the Secretary-Treasurer.
C. . (a) The Public Utility Law Section is authorized to collect membership dues and govern expenditures of dues income. The establishment of or any revision in the Public Utility Law Section dues requires approval by the State Bar Board of Directors. The Public Utility Law Section shall submit to the Executive Director by July 15 each year a complete financial report for the preceding fiscal year and a section budget for the current fiscal year.
D. (b) Section funds can be invested within the parameters outlined in the State Bar of Texas Investment Policy as set forth in section 10.05 of the State Bar Board policy manual, adopted by referenced and attached hereto as an exhibit. A current version of the State Bar of Texas Investment Policy is adopted by reference and attached hereto as an exhibit.
E. (c) The Public Utility Law Section shall deposit dues income into either a branch of the State Bar of Texas banking depository, or an alternative banking depository meeting the requirements of subsection B above. In the event the Section selects the alternative depository, it shall instruct the depository to provide directly to the State Bar a duplicate of the bank statements, canceled checks, and deposit slips. Any expense incurred in providing duplicates to the State Bar shall be borne by the Section. Upon request by the Section Treasurer, the accounting department of the State Bar shall prepare a monthly and year-to-date section financial report. The Section may opt to have the State Bar manage section funds, including depositing dues, managing operating expenses, issuing checks, and preparing financial reports and budgets. This optional latter service will be provided by the State Bar at no charge to sections having less than 250 members. Larger sections electing this service may be charged a per capita fee per member not to exceed $1.
F. . All investment funds of the Section shall be deposited in a depository in compliance with the policies of the State Bar of Texas as designated by the Council, subject to the control of the Council and withdrawn on checks or drafts signed by the Secretary-Treasurer and the Chair.
G. . Expenditures out of the dues or other money, whether current or accumulated, shall be made only by the authority of the Chair or the Council.
H. . No salary or compensation shall be paid to any Section member although Officers, Council members, and Section members may be reimbursed for costs of the Section attributable to the business as authorized by the Chair or Council.
I. . Any action or policy recommendation of the Section shall not be construed to represent the official action or policy of the State Bar of Texas. Such action or policy recommendation of the Section shall reflect State Bar action or policy only if the same is acted on and approved by the Board of Directors, the General Assembly, or by the membership in response to a referendum.
IX. Section Status and Amendments
A. . These by-laws and any amendments thereto shall not become effective until approved by the Board of Directors of the State Bar of Texas.
B. . These by-laws may be amended at any annual meeting of the Section by a majority vote of the members of the Section present and voting, provided such proposed amendment shall first have been approved by two-thirds or more of the Council, and provided, further, that no amendment so adopted shall become effective until approved by the Board of Directors of the State Bar of Texas.
APPROVED by the Board of Directors of the State Bar of Texas on __________________ , 1999.