SECTION OF CONSUMER AND COMMERCIAL LAW
of the State Bar of Texas
Approved September 25, 2015 by the State Bar Board of Directors.
Name and Purpose
Section 1. This Section shall be known as the Section of Consumer and Commercial Law of the State Bar of Texas.
Section 2. The purpose of this Section shall be to promote the objectives of the State Bar of Texas within the particular field designated by the name of the Section, and to that end to create a better understanding and cooperation among those attorneys engaged in the practice of consumer and commercial law.
Section 1. Any member of the State Bar of Texas who desires to become a member of this Section shall, upon registering his name with the Secretary of this Section and upon payment of the Section dues for the current year, be enrolled as a member. Members so enrolled shall constitute the membership of this Section.
Section 2. The Council may vote to provide one or more identified groups of licensed Texas attorneys or law students enrolled in an accredited Texas law school membership to the Section for one year memberships for reduced or no dues as determined by the Council. In the event law students are allowed to become members of the section, they will be designated as associate members and will have no rights to vote or hold office in the Section.
Section 1.The officers of this Section shall be a Chairperson, Chairperson-Elect, Immediate Past Chairperson, a Secretary, and a Treasurer (“Officers”).
Section 2. There shall be a Council, which shall consist of the Officers, together with nine other members to be elected by the Section as hereinafter provided. In addition, there shall be three ex officio members of the Council including the Editor of the Journal of Texas Consumer & Commercial Law and two other members to be appointed by a majority vote of the Council to serve a one year term. These two ex-officio Council members appointed by the Council may consist of any Section member who has previously served as an officer of the Council.
Section 3. All officers except the incoming Chairperson and Immediate Past Chair shall be nominated and elected in the manner hereinafter provided at each annual meeting of this Section, to hold office for a term beginning at the close of the annual meeting of the State Bar of Texas at which they shall have been elected, and ending at the c1ose of the next succeeding annual meeting of the State Bar of Texas and until their successors shall have been elected and qualify. The Chairperson-Elect shall, at the end of his term of office, become Chairperson for a term of one year, and no Chairperson shall be eligible to serve two consecutive terms as chairperson.
Section 4. At each annual meeting of the Section three members shall be nominated and elected to serve on the Council for a term 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.
Section 5. If an Officer or member of the Council shall fail to participate (either in person or by telephone) in two meetings of the Council during any one year, without excuse acceptable to the Council, or fails to attend three meetings of the Council within any one year regardless of whether such absence is excused or unexcused, such member or Officer shall be automatically removed from the Council.
Officers or members unable to participate in a meeting must submit a written notice of such absence to the Secretary who will present the request to the Council which shall determine whether the absence will be considered excused or unexcused. The Secretary shall maintain attendance records and shall send a notice to any member or Officer who is removed. The written notice of absence may be delivered to the Secretary by any means including, but not limited to, email, text message, fax, overnight delivery or United States postal service.
Section 6. If any Officer or Council member at any time after being elected is removed as provided in Section 5 or resigns or dies, the position held by such shall be automatically vacated without any further action other than to note such fact in the minutes of the Council.
Nomination and Election of Officers
Section 1. Nominations. Within 90 days following each annual meeting of the Section, the Chairperson shall appoint a nominating committee (Nominating Committee) of five members of the Section, which shall make and report nominations to the Section for the offices of Chairperson-Elect, Secretary and Treasurer and members of the Council, to succeed those whose terms will expire at the close of the then annual meeting, and to fill vacancies then existing for unexpired terms. If the Chair does not appoint such a Nominating Committee, then the Nominating Committee shall consist of the Chair-Elect, the Secretary and the immediate Past Chair.
The Secretary of the Section shall post on the Section’s website a notice identifying the members of the Nominating Committee, inviting Section members to submit nominations and informing them of the deadline and process for submissions. The Nominating Committee shall confirm whether nominees are willing to serve and may require that nominees provide additional information such as a candidate questionnaire (which shall be in such form as determined from time to time by the Nominating Committee). The Nominating Committee shall prepare a written report of recommended nominations together with a report regarding all candidates who were nominated. This report shall be delivered to the Council by electronic mail, U.S. mail, or overnight delivery service at least thirty days before the Section’s annual meeting for the year. Other nominations may be made from the floor during the Section’s annual meeting.
Section 2. In selecting nominees for officers and membership on the Council, the Nominating Committee shall adhere, insofar as is practicable, to the principle that the nominees as a group shall be representative of all constituents of the membership.
Section 3. Election. Elections may be by vote or written ballot, and such elections shall be made by majority vote of the members in attendance at the annual meeting.
Duties of Officers
Section 1. Chairperson. The Chairperson shall preside at all meetings of the Section and of the Counci1. The Chairperson shall formulate and present at each meeting of the State Bar of Texas a report of the work of the Section for the immediately preceding year. The Chairperson shall perform such other duties and acts as usually pertain to this office including the appointment of an executive or managing committee which shall plan and coordinate the meetings, agenda and activities of the Section and provide direction to any other committee required to implement the work of the section.
Section 2. Chairperson-Elect. Upon the death, resignation, or during the disability of the Chairperson, or upon absence or refusal of the Chairperson to act, the Chairperson-E1ect shall perform the duties of the Chairperson, unless and until the Council shall have designated another person as Chairperson. If the Chair-Elect also is under a disability, is absent or refuses to act, the Council shall designate another person to perform the duties of the Chairperson. The Chair-Elect shall assist the Chairperson with the performance of such responsibilities as the Chairperson may request. If no other person is appointed for such purpose, the Chair-Elect shall chair a committee tasked with planning the annual meeting of the Section for the conclusion of the Chair-elect’s term of office including the arrangement of any presentations and speakers, and shall submit all such plans and arrangements to the Chairperson and Council for approval.
Section 3. Secretary. The Secretary shall be custodian of all the books, reports and records of the Section with the exception of the financial records. The secretary shall keep a correct record of the proceedings of all meetings of the Section and of the Council and shall maintain the roster of members of the Section and the roster of the Officers and members of the Council, including contact information for each. With the Chairperson, the Secretary shall prepare a summary or digest of the proceedings of the Section at its annual meeting and shall submit the same to the Board of Directors of the State Bar of Texas for publications in, the annual report. In conjunction with the Chairperson, as authorized by the Council, the Secretary shall attend generally to the business of the Section.
Section 4. Treasurer. The Treasurer shall be the custodian of all financial records of the Section and shall receive all dues and other funds paid to the Section. With the Chairperson, the Treasurer shall have full authority to appoint depositories of the funds of the Section, to make deposits thereto and to withdraw funds therefrom. The Treasurer also shall have the responsibility to provide required financial information to the State Bar of Texas, to prepare and submit reports of the Section’s finances at Council meetings and to present a proposed budget at the Section’s annual meeting. The Treasurer shall also have the responsibility to take any other action necessary for the Section to comply with the Finances Section of the Texas State Bar Board policy currently found at Part 5.02.06 of the State Bar Board Policy Manual –September 2014. Part 5.02.06 is attached to these by-laws and incorporated into these Bylaws and made a part hereof for all purposes.
Duties and Powers of the Council
Section 1. The Council shall have general supervision and control of the affairs of the Section subject to the provisions of the Constitution and By-Laws of the State Bar of Texas 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 un1ess the money shall have been previously appropriated to the Section for that fiscal year by the Board of Directors of the State Bar of Texas.
Section 2. The Council may authorize the Chairperson 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 Constitution and By-Laws of the State Bar of Texas.
Section 3. The Council, during the interim between annual meetings of the Section, may fill vacancies in its own membership including the office of Chairperson, Chairperson-Elect, Secretary and Treasurer. Officers so elected shall serve until the close of the next annual meeting of the Section and a member so elected shall serve until the end of the term which he or she was elected to fill.
Section 4. All binding action of the Council shall be by a majority vote of the whole Council. A quorum of the Council for the conduct of business shall require that a simple majority of the Council (Officers and members) then serving be present either in person or through telephonic means.
Section 5. All members of the Council, including all ex officio members, shall have a vote on matters considered by the Council. Members of the Council when present and participating in a quorum at a meeting of the Council either in person or by phone may vote by written ballot, hand count or voice vote. Voting by proxy shall not be allowed.
Section 6. The Chairperson of the Section may, and upon the request of any member of the Council shall, submit or cause to be submitted in writing (including by e-mail) to each Officer and 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 (including by email) over their respective signatures to the Secretary, who shall record upon the minutes or Council records each proposition so submitted; when, how, at whose request it was submitted; and the vote of each member of the Council thereon; and, keep on file such written and signed votes.
Section 7. The Chairperson, by resolution adopted by a majority of members of the Council, may designate and appoint one or more committees, each of which shall consist of two or more officers or members of the Council, which committees to the extent provided in said resolution shall have and exercise the authority granted by the Council.
Section 1. The annual meeting of the Section shall be held at the annual meeting of the State Bar of Texas, in conjunction with the Section's Consumer & Commercial Law Seminar, or at such other place and time chosen by the Council, as permitted by applicable State Bar rules, with such program and order of business as may be arranged by the Council.
Section 2. Regular meetings of the Council shall be held at least three times a year at such time and place as determined by the Chair provided that one of the Council’s meetings shall take place on the morning preceding the annual meeting of the Section. All Officers and members shall receive written notice of all meetings at least ten days prior to the designated date of the meeting. Notice of meetings shall be delivered using the contact information maintained in the Secretary’s roster and may be delivered by electronic mail, U.S. mail or overnight delivery service. If the meeting is a telephonic one, such notice shall include all instructions and information necessary for participants to join the call. In the event that the Chairperson schedules an emergency meeting, notice may be less than ten days.
Section 3. Written notice of all Section meetings shall be provided to Section members at least thirty (30) days in advance setting forth any resolution to be presented. Such notice shall be provided by posting on the Section’s website.
Section 4. The notice requirement in Section 3 may be waived and resolutions may be presented to a quorum of members attending any meeting without prior notice if at least two-thirds of the Council favor the presentment of such resolutions and accord them "emergency" status.
Section 5.The members of the Section present 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.
Section 6.Special meetings of the Section may be called by the Chairperson upon approval of the Council, at such time and place as the Council may determine.
Section 7. Special meetings, including emergency meetings, of the Council may be called by the Chairperson at such place and time as the Chairperson may designate.
Section 1. The Council shall award the Richard Alderman Outstanding Speaker award to the speaker who participates in and receives the highest speaker evaluation by participants at the Section’s annual advanced consumer and commercial law seminar. The Council may designate the time and place of any ceremony for the presentation of the award and may reimburse the recipient’s expenses incurred in connection with attending such ceremony.
Section 2. The Council shall annually conduct the Craig Jordan Consumer Protection Writing Competition and recognize the first and second place winners at such time and place as the Council may designate for the presentation of such awards. The Council shall set the rules and process for the competition and post such at the Section’s website. On or before August 1st of each year, the Council shall provide notice of the competition to the dean of each accredited law school in Texas and provide substantially the same information at its website. The Council may designate the time and place of any ceremony for the presentation of the award and may reimburse the recipient’s expenses incurred in connection with attending such ceremony.
Section 1. No action, policy determination or recommendation of this Section or Committee thereof, shall be deemed to be, or be referred to as, the action of the State Bar of Texas prior to submission of the same to, and approval by, the Board of Directors of the State Bar of Texas, or the General Assembly of the State Bar of Texas. Any resolution adopted or action taken by this Section may, on request of this Section, be reported by the Chairperson to the annual meeting of the State Bar of Texas for action thereon. No positions may be taken by the section or its members in the name of the section that advocate or advance a political or social policy position.
Section 2. The Section may not change its name without the approval of the State Bar Board of Directors in accordance with the then current State Bar policies and procedures.
Section 3. All information concerning any Section member that is deemed confidential by state or federal law, including Tex. Gov’t Code Ch. 552 and Tex. Occ. Code Ch 59, including email addresses, may be used only for official section business and may not be disclosed to the public or any third party. The Section shall take reasonable and necessary precautions to protect the confidentiality of all such information.
Section 4. Unless otherwise provided, all notices required by these by laws shall be delivered by United States postal mail, overnight delivery service or electronically, provided that the delivery address used for the recipient is the most recent listed in the records of the Texas State Bar or in the case of an Officer or Council members, the address used will be that shown in the roster maintained by the Secretary.
Section 5. These By-Laws shall become effective upon approval thereof by the Board of Directors of the State Bar of Texas, and upon adoption by this Section.
Section 1. These By-Laws may be amended at any 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 a majority of the Council of the Section, and provided further that all members be given 30 days advance notice of the proposed amendment, and provided, further, that no amendment so adopted shall become effective until it has approved by a majority of the members of the Board of Directors of the State Bar of Texas.