Texas Center for the Judiciary, Inc. Bylaws

AMENDED (9/10/12) –  REVISED 7-14-14

ARTICLE I 

Name and Purpose

      Section 1. Name. The name of this Corporation shall be Texas Center for the Judiciary, Inc., which is referred to in these Bylaws as the Corporation.

      Section 2. Purpose. The specific and primary purpose of the Corporation is to enhance and support the administration of justice in the State of Texas, with particular emphasis on the continuing legal education of the judicial officers of said State and their respective support staffs, including, in furtherance of such purposes, to conduct and engage in activities designed to encourage and facilitate the application of advanced technology and innovative administrative techniques in the area of both civil and criminal justice to the judicial system of the State of Texas; to create a recognized source of expertise in such technology and technique; to promote, plan and develop sound continuing legal educational programs for the judicial officers of the State of Texas; and to provide forums for continuing communication between all segments of the judicial system of the State of Texas.

ARTICLE II

Powers

      Section 1. In effectuating its purpose, the Corporation shall have all powers conferred upon nonprofit corporations by applicable law, specifically including, but not limited to, the power to:

1. Solicit, receive, acquire and hold money and property, real or personal, by grant, contract, gift, contribution, bequest, devise and otherwise.
2. Administer and expend such money and property, including the proceeds, income, rents, and profits derived from such property or money, for the purpose for which the Corporation is formed.
3. Enter into, make, perform and carry out contracts and grants of every kind for any lawful purpose with the specific and primary purpose for which the Corporation is formed, with any person, firm, corporation, association, government or political entity or subdivision.
4. Purchase or acquire, own, hold, use, lease (either as lessor or lessee), sell, exchange, assign, convey, dispose of, mortgage or encumber real or personal property.
5. Borrow money, incur indebtedness, and issue bonds, notes and debentures, and to secure the payment or performance of any such obligations.
6. Defend and preserve the assets and interests of the Corporation in any legal proceeding or other dispute, and indemnify the representatives of the Corporation as provided in Article III, Section 6, herein.
7. Do all other acts necessary or expedient for the administration of the affairs of the Corporation and the attainment of its specific and primary purpose.

      Section 2. Notwithstanding any of the foregoing statements of powers, this Corporation shall not engage in any activities which are not in furtherance of, and limited to, the purpose set forth in Section 2 of Article I.

ARTICLE III

Members

      Section 1. Qualifications.

1. The members of the Corporation shall consist of the following judges and judicial officers of the State of Texas: Justices of The Supreme Court and Judges of the Court of Criminal Appeals, Justices of the Courts of Appeal, District Court Judges, Judges of Statutory County Courts at Law, Statutory Probate Court Judges, and retired and former judges who have elected to accept assignment as visiting judges. Each member shall serve and be entitled to all privileges of membership coterminous with the term of office held.
2. The Associate Members of the Corporation shall consist of retired or former judges who are eligible to sit by assignment but have not elected to accept assignment as visiting judges and who are not practicing law. Associate members do not have the right to vote.
3. Any person whose right to continue service as a judicial officer of the State of Texas has been terminated or suspended by order of any court of competent jurisdiction is not eligible to membership in the Corporation. 

      Section 2. Title. The members of the Corporation shall be referred to collectively as the Membership. The term “membership” does not include Associate Members.

      Section 3. Authority. The Membership shall establish the general policy for the regulation and conduct of the affairs and business of the Corporation, exercising all powers necessary and appropriate to that end and including, without limitation, the following powers to:

1. Determine the scope and extent of the activities of the Corporation in furtherance of its purpose and policies.
2. Elect the Board of Directors as provided for in Article IV.
3. Elect certain officers of the Corporation as provided for in Article V.

      Section 4. Meetings.

1. The Membership shall meet at the annual meeting and at such other times and locations as may be set by the Board of Directors.
2. Upon receipt of a written petition by no less than five percent (5%) of the members requesting a special meeting of the Membership, the Board of Directors shall call such a meeting.    
3. Notice of all meetings shall be sent to all members at least ten (10) days prior to the date of the meeting.
4. The transactions taken at any meeting of the Membership, however called and noticed, shall be as valid as if taken at a meeting held after regular call and notice, provided a quorum is present.
5. At the annual meeting or special meeting of the members, a quorum shall consist of the voting members present. Unless otherwise provided in these by-laws, Membership meetings will be conducted in accordance with Robert’s Rules of Order.
6. Executive sessions of the Membership meeting may be called either by a vote of the Membership or by the Chair of the Corporation.

      Section 5. Voting.

1. Each member of the Corporation shall be entitled to one vote on all matters voted upon by the Membership.
2. Except as otherwise provided, action by the Membership shall require the affirmative vote of a majority of the members present at a meeting attended by a quorum.
3. The method of voting--whether by voice vote, a show of hands, a roll call or by written ballot--shall be at the election and discretion of the Chair of the Corporation.
4. No proxy voting shall be permitted.

      Section 6. Liabilities. No member shall be personally liable for any indebtedness or liability of the Corporation. The Corporation shall have the full power to indemnify in advance or reimburse expenses pursuant to the provisions of the Texas Business Organizations Code, or any other applicable law, to any person entitled to indemnification under the provisions of the Texas Business Organizations Code or any other applicable law.

ARTICLE IV

Board of Directors

      Section 1. Number. There shall be a Board of Directors, referred to hereafter as the Board. The Board shall be composed of the Chair, the Chair-Elect, the Immediate Past Chair, and eleven members, each of whom shall be elected as provided herein for a term of three years except for the Director ex officio, who shall be elected for a one-year term. The Chair shall concurrently hold the office of President of the corporation. The eleven members shall be selected according to the following places:

1. Places 1 and 2 – Appellate Court Justices or Judges,
2. Places 3 through 7 – District Court Judges,
3. Places 8 and 9 – Judges of Statutory County Courts at Law,
4. Place 10 – A retired or former judge or justice.

So far as may be practicable, each geographical area of the State shall be represented by at least one member of the Board of Directors.

      Section 2. Qualifications. Each Director shall be a member of the Corporation.

      Section 3. Election and Term of Office.  

1. At the annual meeting, the Membership shall elect, from the nominees proposed by a Nominations Committee, and those nominated from the floor, four Directors in 1993 and every three years thereafter, three Directors in 1994 and every three years thereafter, and three Directors in 1995 and every three years thereafter.
2. Each Director shall serve for a term of three years and until a qualified successor shall have been elected. Notwithstanding, a member shall not be precluded from being re-elected and serving more than one term.
3. If the judicial office of a Director ceases, or if the Director becomes incapacitated, or if the Director accumulates two consecutive meeting absences that are unexcused by the Chair, then the directorship shall terminate effective with the happening of the event.
4. If a directorship becomes vacant, the Board shall select a member to serve during the remainder of the term and place for which the vacating Director was elected.

      Section 4. Authority. The Board shall have the authority to direct the business and affairs of the Corporation consistent with the general policy established by the members, including all lawful powers necessary, expedient and appropriate to:

1. Support the Chief Executive Officer in accordance with Article V of these Bylaws.
2. Prescribe the duties and responsibilities of the CEO of the Corporation and delegate all additional authority to the Chief Executive Officer.
3. The Board shall review and approve the annual work plan of the CEO and proposed budget as submitted by the Chief Executive Officer prior to the annual meeting.
4. The Board shall employ an outside audit firm to conduct the Corporation’s annual audit, receive and review the audit report, and make it available to the Membership when appropriate.

Section 5. Executive Committee. 

1. Authority. The Executive Committee (the “Executive Committee”) is empowered to take action with regard to the affairs of the Corporation between meetings of the Board, and shall have such additional duties and authority as the Board may delegate to it from time to time. The Executive Committee shall perform an annual written evaluation and compensation review of the Chief Executive Officer no less than 60 days prior to the annual meeting and the completion of the review shall be reported at that meeting. The Board shall adopt and approve procedures for evaluating the Chief Executive Officer on an annual basis. The Board shall establish annual performance goals for the Chief Executive Officer.
2. Members.
   1. Composition. The Executive Committee shall consist of:
      1. the Chair;
      2. the Chair-Elect;
      3. the Immediate Past Chair;
3. Meetings.
   1. Dates and Notice. Any member of the Executive Committee may call a meeting of the Executive Committee on such date and at such time as necessary. 
   2. Quorum. A quorum of the Executive Committee shall consist of two thirds (2/3) of its members.
   3. Presiding Officer. The Chair shall preside at all meetings of the Executive Committee. The Chair-elect shall preside at Executive Committee meetings in the absence of the Chair.
   4. Participation. Members of the Executive Committee may participate and vote  in its meetings in person or by telephone, videoconference, e-mail or such other method approved by the Board or permitted by law.

      Section 6. Meetings.

1. The Board shall meet for the annual meeting and as often, at such locations, on such dates and upon such notice as it deems necessary and appropriate. Any member of the Executive Committee or any three board members may require the Chair to call a special meeting of the Board.
2. A majority of the members of the Board shall constitute a quorum for the transaction of business.
3. Executive sessions of the Board may be called either by a vote of the Board or by the Chair of the Corporation. The purpose of an executive session (whether of the Board, Executive Committee, or Membership) may be for consideration of (1) a matter relating to a personnel action or employment issue; (2) negotiation or review of a proposed agreement or business transaction involving the assets or interests of the Corporation; or (3) consultations with counsel on pending or anticipated litigation, legal proceeding, dispute or other issue.
4. Minutes of the meetings of the Board shall be available to all members of the Board and the Membership. Separate minutes, notes or other record of any executive session shall remain confidential and be disclosed only to the Board, Chief Executive Officer, counsel, or other persons on a need-to-know basis, unless required to be disclosed by an order of court or applicable law.

      Section 7. Voting.

1. Each member of the Board shall have one vote on every matter voted on by the Board. No proxy voting shall be permitted.
2. Action by the Board shall require the affirmative vote of a majority of the members at the meeting at which a quorum is present. The method of voting shall be at the discretion of the Chair of the Corporation.
3. The Chair may initiate a vote on any matter coming before the Board by mail, telephone or similar means, if a consent setting forth the action to be taken is approved by the majority of the members of the Board by facsimile, email or other appropriate electronically transmission, duly recorded in the minutes.

Section 8. Presiding Judge of an Administrative Judicial Region as Ex-Officio Member of the Board.

1. In the absence of a presiding judge of an administrative judicial region serving a term as a voting member of the Board, the Chair shall appoint a presiding judge of an administrative judicial region, selected by the presiding judges of the administrative judicial regions, who shall serve as an ex-officio member of the Board, without any voting privileges. The term of office shall continue until the annual meeting following the appointment.

ARTICLE V

Officers

      Section 1. Number, Title and Qualifications. The officers of the Corporation shall be as follows:

1. Number and Title. There shall be a Chair, a Chair-Elect, a Secretary-Treasurer, Immediate Past Chair, and Chief Executive Officer. The Chair shall also hold the office and title of President, and the Chief Executive Officer shall concurrently hold the office of Secretary-Treasurer during the term of his/her employment.
2. Qualifications. All officers except for the Chief Executive Officer shall be members of the Corporation. Beginning with the 2010-2011 term for the Texas Center for the Judiciary, the Chair, Chair-Elect, Secretary-Treasurer, and Immediate Past Chair shall not serve simultaneously as Chair, Chair-Elect, Secretary-Treasurer, or Immediate Past Chair of the State Bar of Texas Judicial Section.
3. Should an officer cease to be a member (except for the Chief Executive Officer) that officer’s position shall terminate upon the happening of the event, and the Board shall appoint a successor to fill the office until the next annual meeting at which time a successor will be elected by the Membership to fill the unexpired term.

      Section 2. Chair.

1. Election. At each annual meeting the Chair of the Corporation, hereafter designated as Chair, shall be the Chair-Elect who was elected at the previous annual meeting. The Chair-Elect shall assume the duties of Chair at the close of business at the annual membership meeting. Should the Chair resign or be unable to continue in office, the Chair's duties and responsibilities shall be assumed by the Chair-Elect of the Corporation until the next annual meeting of the Membership.
2. Authority and Responsibilities. The Chair shall preside at meetings of the Membership and the Board, performing the usual duties of the presiding officer at such meetings. The Chair shall be the official representative of the Corporation when the Corporation is to be represented, unless the Board, by a majority vote, shall designate some other member(s) or officer(s) to serve in such capacity. Where authorized, the Chair shall, with the approval of the Board, appoint individuals to committees to serve at the pleasure of the Board.
3. Eligibility to Serve as Chair. Beginning with the 2010-2011 term for the Texas Center for the Judiciary, the Chair of the Board shall rotate on a four year cycle in the following fashion: District, Appellate, District, County Court at Law.

      Section 3. Chair-Elect.

1. Election. At each annual meeting the Chair-Elect of the Corporation, hereafter designated Chair-Elect, shall be elected by the Membership for a period of one year and until the qualified successor Chair-Elect is elected. Should the Chair-Elect resign or be unable to continue in office, the Board may designate one of its members to serve as Chair-Elect until a qualified Chair-Elect is elected at the next annual meeting of the Membership.
2. Authority and Responsibilities. The Chair-Elect shall, in the absence or disability of the Chair, perform the duties of the Chair. The Chair-Elect shall perform such other duties and have such other responsibilities as may be delegated by the Board.

      Section 4. Secretary-Treasurer / Chief Executive Officer.

1. Election. Commencing at the 2014 annual meeting and at each annual meeting thereafter, the Chief Executive Officer shall be appointed by the Board to serve as Secretary-Treasurer in compliance with the Texas Business Organization Code until the next annual meeting. Should the Chief Executive Officer resign or be unable to continue in office, the Board may designate another to serve as Chief Executive Officer until a qualified Chief Executive Officer is appointed.
2. Authority and Responsibilities. The Secretary-Treasurer, with such staff assistance as the Board shall deem appropriate to provide, shall perform all duties requisite of the secretary and treasurer of a corporation, including, but not limited to:
   1. Keeping the minutes of the meetings of the Membership and the Board.
   2. The custody and supervision of the records and the books of the Corporation.
   3. Custody of the official seal of the Corporation, with authority to affix it to the documents of the Corporation and to attest to the same.
   4. Receiving the property and funds due and belonging to the Corporation, exercising custody of all funds, securities and title documents, and depositing the same in depositories that are prescribed by the Board.
   5. Sign all checks, drafts and such other orders upon the accounts of the Corporation, unless such duty shall be delegated to other officers or agents designated by the Board.
   6. Keeping regular and correct accounts which shall be submitted to the Board and Membership and auditors when request therefore is made.
   7. Give such bonds for the faithful performance of the duties as the Board deem necessary, the cost of which shall be paid by the Corporation.

       Section 5. Chief Executive Officer. The Board of Directors shall appoint a Chief Executive Officer who shall be an officer of the Corporation, and shall simultaneously hold the office of Secretary-Treasurer. The Board delegates to the Chief Executive Officer the authority to manage the ongoing operations of the Corporation except as limited by these Bylaws, the Articles of Incorporation, the provisions of the Business Organization Code or by resolution of the Board. The Chief Executive Officer shall implement all official policies and procedures approved by the Board concerning conduct of the Corporation’s mission and business including preparation and implementation of the annual budget and full authority over selection, employment compensation and direction of the staff of the Corporation. The Chief Executive Officer is employed at will, serves at the discretion of the Board, and a contract reflecting the terms of such employment may be executed by the Board.

            Section 6. Compensation of Officers.

1. The Officers, with the exception of the Chief Executive Officer, shall receive no compensation for their services as officers of the Corporation, but shall be entitled to reimbursement for their reasonable expenses and to a per diem allowance for attendance at official meetings of and official functions for the Corporation.
2. The Chief Executive Officer of the Corporation shall receive such compensation and other benefits as the Board may determine and, additionally, shall be entitled to reimbursement of reasonable expenses and to a per diem allowance for attendance at official meetings of and official functions for the Corporation under a policy established by the Board.

ARTICLE VI

Committees

      Section 1. Purpose. The purpose of any committee established shall be to provide any information and to recommend a course of action to the Membership or Board on matters relevant to the business of the Corporation.

      Section 2. Establishment. Committees may be established by the Board to recommend policy guidance to the Membership or Board, conduct individual projects, nominate members to serve as Directors or officers, or assist the Board in any other matters relevant to the Corporation. Except for standing committees, committees shall expire at the conclusion of the annual meeting.

      Section 3. Composition. Any committee established by the Board shall be composed of not fewer than three (3) nor more than twelve (12) members. The Chair may also appoint the Chief Executive Officer of the Corporation to serve as an ex officio member of those committees the Chair believes are necessary to carry out the business of the Corporation. The Chair shall, with the approval of the Board, appoint the Chair and members of the Committee to serve a term of one year.

      Section 4. Term of Service. The Chair shall, with the approval of the Board, appoint the Chair and members of the committees to serve a term of one year, with the exception of the Curriculum Committee whose members shall serve a term of three years. The terms of the Curriculum Committee members shall be staggered with members in FY 13 serving staggered terms of one, two, and three years. Thereafter, Curriculum Committee members shall serve three-year terms with approximately one-third of the members appointed each year.

      Section 5. Compensation. Committee members shall receive no compensation for their services to the Corporation, but shall be entitled to reimbursement for their reasonable expenses and a per diem allowance for attendance at official meetings and approved functions of the Corporation under a policy established by the Board.

      Section 6. Dissolution. Should a committee complete all duties with which it is charged, it may be dissolved by the Board prior to the end of its one year term.

      Section 7. Standing Committees. There shall be three standing committees: Nominations, Curriculum and Finance.

The Nominations Committee shall be chaired by the Immediate Past Chair and shall be composed of one member from each of the judicial administrative regions of the state.

The Finance Committee consists of a Committee Chair and four additional members. It shall be chaired by the Chair-Elect, with committee members being appointed by the Chair. Two of the members shall be selected from Board membership and two from the Membership at large. To promote the financial sustainability of the Corporation, the Finance Committee shall review the financial affairs of the Corporation as managed by the Chief Executive Officer, review the annual budget, select a firm for the annual audit, review the audit, and periodically report to the Board.

ARTICLE VII

Nominations and Elections

      Section 1.

1. Before the call of each annual meeting of the Membership, the Nominations Committee shall meet and nominate not less than one member for the offices of Chair-Elect, and one member for each expiring Director place. In considering nominees for the position of Director, attention shall be given to maintaining representation from all geographic areas of the state. Immediately following the meeting, a list of the nominees shall be furnished to the Chair.
2. Any member of the Corporation is eligible for nomination provided such member is not currently serving on the Nominations Committee.

      Section 2. The list of nominees shall be made known the Membership at the time of the call of the annual meeting with a reminder that additional nominations may be made from the floor at the annual meeting.

      Section 3. At the annual meeting, there shall be placed in nomination those nominees selected by the nominating committee and those members nominated from the floor.

      Section 4. The Chair-Elect shall be elected by a majority vote of those members present and voting at the annual meeting attended by a quorum. For each Director place, the nominee shall be elected by a majority vote of those members present and voting at the annual meeting attended by a quorum and shall be elected to serve a term of three years.

ARTICLE VIII

      Section 1. Conflict of Interest and Ethical Standards. All members, directors, officers and employees of the Corporation shall disclose and be disqualified from voting or acting on any matter in which such person has a direct financial interest or conflict of interest. The Board shall adopt a formal conflict of interest policy consistent with the standards required of nonprofit corporations which shall be reviewed periodically and implemented by the Chief Executive Officer.

      Section 2. Policies and Procedures. The Chief Executive Officer shall compile, maintain and implement the standards and procedures contained in the Corporation’s Policies and Procedures Manual, which shall be composed of Board-adopted directives and policies, employee policies and benefits, internal staff procedures, financial controls, procurement, security and other executive directives reflecting best practices in the management of a nonprofit corporation. The Board shall periodically review the manual in consultation with the Chief Executive Officer.

ARTICLE IX

Offices

      Section 1. Principal Office. The principal office for the transaction of the business of the Corporation is hereby located at 1210 San Antonio, Suite 800, in the City of Austin, County of Travis, State of Texas. The Board shall have full power and authority to change the principal office from one location to another in said County.

      Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places where the Corporation is qualified to conduct its affairs.

ARTICLE X

Amendment

These Bylaws may be amended by:

1. Two-thirds of the members present and voting at an annual meeting attended by a quorum; or
2. Two-thirds of the members present and voting at a meeting called for that purpose at which a quorum is present.

ADOPTED pursuant to the authorization of the Articles of Incorporation, to certify which witness the signatures of the initial Board of Directors, this 13th day of  June , A.D. 1980.

AMENDED and REVISED this _8th_ day of September, A.D. 2014.

Randy Clapp
Board Chair
Texas Center for the Judiciary, Inc.