Proposed Bylaws Changes Submitted by Adam Kobs, Bylaws Chair

ARTICLE VII—BOARD OF DIRECTORS

Sec. 4 Procedures

a. The Board of Directors may act by telephone, by email, or any other method approved by the Executive Committee.

b. Internet Voting

    1.  
If there is business that a majority of the Executive Committee deems necessary to determine before the next scheduled quarterly meeting or annual meeting, the matter can be determined by discussion and vote over the Internet.

    2.  
The business matter under consideration shall be presented by the Executive Committee as a motion by e-mail to the Internet address that each member of the Board of Directors has provided the Association. A second to the motion shall not be necessary.

    3.  
There shall be a period of discussion as determined by the Executive Committee, but in no event less than 3 days.

    4.  
Motions to table are not permitted. If a Board Member wishes to table the matter to the next scheduled quarterly or annual board meeting, the board member should vote “no” on the motion.

    5.  
After the period of discussion a vote shall be held. The period of voting shall be determined by the Executive Committee, but shall be no less that forty-eight (48) hours, beginning at 9:00 a.m. the day after the discussion period has ended. A quorum for Internet voting shall be at least thirty-three (33) Board of Director Members (excluding past presidents) in good standing of the Board of Directors. All business transacted by Internet voting shall be by a majority vote of the quorum voting.

    6.  
Member shall vote by stating “yes” or “no” in an e-mail to the Internet address designated in the motion upon which the vote is being taken. Once cast, the vote may not be changed. The votes shall be counted by the Executive Director and published to the Board of Directors and membership.

    7.  
At the next regularly scheduled quarterly or annual board meeting the motion and resulting vote of any business conducted by Internet voting under this section will be included on the Agenda for the meeting and reported to the Board of Directors. A motion to reconsider the matter must be made by a Board Member voting in the majority on the motion and a vote to reconsider will require a 60% vote majority of the quorum present. There shall be no discussion on the motion to reconsider. If the motion to reconsider is approved, then the matter will be placed on the agenda under old business and a vote on the merits of the matter will be by a majority of the quorum present.

Sec. 5. 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 of any eligible member by the President, subject to confirmation by the Board of Directors. Confirmation shall be secured at the option of the President either by a majority vote of a quorum of the directors or by a poll of the directors. The failure of any director to send in his or her vote within ten days after the date the poll is placed in the mail to him or her shall be counted as a vote for confirmation. Under this section, the appointee’s term is limited to the next annual meeting.

Sec. 6. Removal and absences. An elected officer, or director may be removed for cause by a vote calling for such removal by a majority of all the Board of Directors present at such meeting, after notice and an opportunity to be heard. Removal may result from failure to attend two consecutive meetings of the Board of Directors without good cause. The Executive Director shall receive and approve written requests for excused absences for good cause.

Sec. 7. Qualifications. All Members of the Association who are authorized to vote are eligible to become members of the Board of Directors by election or appointment.

ARTICLE XII—PROCEDURE FOR VOTING

All business transacted by the Executive Committee, the Board of Directors, and committees shall be by majority vote of the quorum present. A quorum for the transaction of business of each respective committee is a majority of the members. A quorum for the transaction of business of the Board of Directors is ten (10) at the quarterly meetings and the annual meeting is thirty-three (33) members (excluding past presidents) in good standing of the Board of Directors.

ARTICLE XIII—AMENDMENT

These bylaws may be amended by majority vote of the members present and voting at any annual or special meeting of the membership.

ARTICLE XIV—BYLAWS DISSOLUTION OF ASSETS

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