Texas Association of Retired, Senior and Former Judges, Inc.

By-Laws

 

Article 1.        Name

The name of this organization is the Texas Association of Retired, Senior and Former Judges, Inc.  [TARSFJ, Inc.]

 

Article 2.        Governance and General Principles

      Section 1.  Terms.

                  a.   “Retired Judge,” “Senior Judge,” and “Former Judge” shall have the meanings assigned to those terms under Sec. 74.01, Texas Government Code.

                  b.   “Judicial Section” means the Judicial Section of the State Bar of Texas.

                  c.   “Texas Center” means the Texas Center for the Judiciary, Inc., the educational arm of and for the judiciary of Texas.

      Section 2.  The Association is and shall be a non-profit corporation of professional Retired, Senior and Former Judges organized under Chapter 22 of the Texas Business Organizations Code and in accordance with Internal Revenue Code §501(c)(6), cooperatively working in support of the Judicial Section and the judiciary of Texas.

      Section 3.  The Association consists of professional Retired, Senior and Former Judges having a common interest in the administration of justice in the county and district courts of Texas and in the continuing judicial education requirements set by law and as administered by the Texas Center.  

      Section 4.  The purposes of the Association are to enhance and improve the quality of justice administered by Retired, Senior and Former Judges in Texas; to promote the common professional interests of the membership; to act as a clearinghouse of information for Retired, Senior and Former Judges; and to improve the laws of the state affecting the administration of justice by Retired, Senior and Former Judges.  The Association shall at all times engage only in activities which will permit the corporation to maintain its tax exempt status under the provisions of Section 501(c) (6), Internal Revenue Code, and Section 171.063, Texas Tax Code.

Section 5.The Association may collect contributions from outside sources to pay for services that record, monitor and/or report on filed, proposed or pending legislation that may affect the administration of justice in the courts.

Section 6.Unless a permanent office is established by the Association in a particular city of the State of Texas, the principal office of the Association shall be in the city of the current President of the Association.

 

Section 7.The Association may not engage in any activity or take any action prohibited by any provision of the Texas Business Organization Code; Section 171.063, Texas Tax Code; or Section 501(c)(6), Internal Revenue Code; and may not engage in any business or activity carried on for profit or in the performance of services for individual persons. 

 

Section 8. No part of the net earnings of the Association may inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered to the Association and to make payments and distributions in furtherance of the purposes set forth herein.  No part of the net earnings of the Association may inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered to the Association and to make payments and distributions in furtherance of the purposes set forth herein.  

 

Section 9.Upon the dissolution of the Association, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue Code or the corresponding section of any future federal tax code, and/or Section 22.304, Texas Business Organizations Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any other remaining assets shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.  

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Section 10.To the full extent permitted by the applicable provisions of the Texas Business Organizations Code and other applicable law, the Association may advance or reimburse expenses to and indemnify any present and former directors, officers, employees, and agents of the Association and persons serving or formerly serving at the request of the Association as directors, officers, partners, venturers, proprietors, trustees, employees, agents, or similar functionaries of another corporation, employee benefit plan or other enterprise or entity against judgments, penalties, (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and appeal in such action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding, because the person is or was acting in one of the capacities set forth above, provided that reimbursement is authorized only so long as the individual seeking reimbursement is not acting to the best interest of the organization or does not have a final conviction of a criminal offense.

 

Article 3.        Membership

      Section 1.  The membership shall be composed of all current Retired, Senior and Former district Judges, appellate Judges and Justices, Retired statutory county court at law Judges of Texas in good standing with the Association and the Judicial Section.

      Section 2.  A judge is in good standing if he or she has paid the annual dues, has not been disqualified from holding office, has complied with the educational requirements set by law as administered by the Texas Center, and has not been suspended from his or her judicial duties.

      Section 3.  Within the parameters of the Code of Judicial Conduct, members will maintain and/or improve personal relationships with State officers, members of the Texas Legislature and other State officials to preserve and improve the dignity and importance of the judiciary as the third branch of government.

      Section 4.  Members may be asked to testify before committees of the Texas legislature regarding proposed legislation that may affect the administration of justice in the courts of Texas and the Association.

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[Article 4 omitted]

 

Article 5.        Annual Meeting

      Section 1.  The membership of the corporation shall convene and conduct business at an annual meeting concurrent with the Annual Judicial Conference of the Judicial Section or at such other time, date and place as determined by the Executive Committee.

      Section 2.  A quorum for the Annual Meeting shall consist of the members present.

      Section 3.  At the Annual Meeting, the Association shall discuss, consider and act on the interests of the Retired, Senior and Former Judges, including pending or enacted legislation which may affect the administration of justice in the courts of Texas and of the Association.

      Section 4.  The elections of all officers shall be conducted at the Annual Meeting and be presided by the President; or; if the President is not available, by the President-elect if available; or, if the President-elect is not available, by a Temporary Chair selected by the Executive Committee.

      Section 5.  Special meetings of the membership may be called by the President, a majority of the Executive Committee, or upon written petition of at least fifty (50) members of the Association.

      Section 6.  At the discretion of President and with the approval of the Executive Committee, the corporation may convene an Annual Meeting remotely.

      Section 7.  Within fourteen (14) days of the conclusion of the Annual Meeting, the Secretary shall send to the membership and to the Judicial Section a list of the names with contact information of the officers elected.

 

Article 6.        Fiscal Year

      The fiscal year shall be from January 1 through December 31.

 

Article 7.        Dues

      Section 1.  A member shall pay annual dues for each fiscal year.

      Section 2.  Except as provided in Section 4 of this Article, the membership shall set or amend the amount of the annual dues at an Annual Meeting. 

      Section 3.  The amount of dues shall not be pro-rated when paid based on the number of months remaining in the fiscal year.

      Section 4.  The annual dues shall be $250.00 beginning September 2020.

 

Article 8.        Voting

      Section 1.  A member must be in good standing to vote.

      Section 2.  A member must be present to vote and may not vote by proxy.

      Section 3.  When a meeting is held remotely, a member attending the remote meeting is considered present and may vote remotely.

      Section 4.  The Executive Committee may authorize a vote by mail or email voting. 

                        a.   The Executive Committee shall give notice to the membership of its intention to place an issue or election ballot for vote by mail, facsimile (fax) or email and shall submit the sample issue or ballot before the official issue or ballot is submitted to the membership for a vote.

                        b.   In a vote by mail, fax or email, the Executive Committee may set a time period of not more than fourteen (14) days when voting begins and when voting ends. 

                        (1) If a vote is cast by mail, the envelope containing the vote must be postmarked within the set time period for the vote to count.

                        (2) If a vote is cast by fax or email, the faxed or emailed vote must record the date sent, which must be within the set time period for the vote to count.

                        (3) A mailed, faxed or emailed vote must be sent to the Secretary.

      Section 5.  Depending on the issue or ballot to be voted upon, the requirements of a simple majority, two-thirds majority or three-fourths majority shall apply as required by the By-Laws.

      Section 6.  Any unresolved issue or election still pending after a ballot by mail, fax or email shall be superseded by vote of the membership at the Annual Meeting, provided that a vote by mail, fax or email may be counted at the Annual Meeting if the member is present at the Annual Meeting but does not vote again on same issue or election.

 

Article 9.        Officers

      Section 1.  The officers of the Association include the following: President, President-elect, Secretary, Treasurer, two At-large Directors and one Director from each of the Administrative Judicial Regions.

      Section 2.  To serve as an officer, the member must be in good standing as defined in these By-Laws.

      Section 3.  The officers shall be elected at the Annual Meeting of the Corporation, whether the meeting is held in-person or remotely.

      Section 4.  The term of office shall be from the Annual Meeting at which the officer is elected to the next Annual Meeting.

      Section 5.  Vacancies

                  a.   When the office of President becomes vacant, the President-elect becomes President of the Association.

                  b.   Except for the office of President, the Executive Committee, by majority vote, shall appoint a member in good standing to fill a vacancy in an office for the balance of the term of said office. 

                  c.   The President shall call a meeting of the Executive Committee with seven (7) days’ notice of a vacancy for the purpose of filling the vacancy.  The meeting may be in-person or remote at the discretion of the President.

                  d.   Upon certification of the vote, the member selected to fill the vacancy takes office immediately.

Section 6.  Duties of Officers Generally

                  a.   The officers will communicate regularly with the leaders of the Judicial Section to become informed regarding any developments that may affect the administration of justice in the courts and the Association.  

                  b.   If appropriate and at the direction of the President, the Secretary shall communicate these matters to members by fax, email or mail.

                  c.   Officers shall attend all meetings of the Association, the Executive Committee and the Board of Directors as applicable.

                  d.   When asked to do so by the President, officers and directors shall testify before committees of the Texas legislature regarding proposed legislation that may affect the administration of justice in the courts or the Association.

                  e.   If an officer intends to resign from office, the officer shall notify the Secretary in writing or by email.  If the Secretary intends to resign from office, the Secretary shall notify the President in writing or by email. 

      Section 7.  The duties of the President include:

                  a.   Preside at the Annual Meeting and at all meetings of the Executive Committee and of the Board of Directors.

                  b.   Prepare an agenda for the Annual Meeting and for each meeting of the Executive Committee and of the Board of Directors.

                  c.   Represent the Association and appear before the Legislature or any legislative committees on any matter affecting or of interest to the Association.

                  d.   Represent the Association and appear before the Judicial Section Council or the Texas Center as deemed necessary.

                  e    Represent the Association before any government body as necessary.

Section 8.  The duties of the President-elect include:

                  a.   Prepare to become President at the next Annual Meeting.

                  b.   Preside at the Annual Meeting and at all meetings of the Executive Committee and of the Board of Directors in the absence of the President.

                  c.   Become President of the Association if and when the office of President becomes vacant.

                  d.   Perform any other duties assigned by the President.

                  e.   Serve on committees assigned by the President.

Section 9.  The duties of the Secretary include:

                  a.   Record the minutes of each meeting of the Annual Meeting, of the Executive Committee and of the Board of Directors and of all actions taken and of all resolutions approved at said meetings.

                  b.   Prepare and submit at the Annual Meeting or a meeting of the Executive Committee and of the Board of Directors the minutes of each respective body at least ten (10) days before the Annual Meeting or five (5) days before a meeting of the Executive Committee or of the Board of Directors.

                  c.   Receive and record correspondence addressed to the Association, and, at the direction of the President, respond to said correspondence if necessary.

                  d.   Serve on committees assigned by the President.

                  e.   Upon receipt of a notice of a vacancy in any office, notify the Executive Committee within three (3) days.

     Section 10.  The duties of the Treasurer include:

                         a.   Receive and keep safe the funds of the Association.

                         b.   Maintain a list of the paid members in good standing.

                         c.   Timely pay any expenses approved by the Executive Committee.

                         d.   Prepare an annual Treasurer’s financial report showing all income received, expenses paid, and debts outstanding for submission at the Annual Meeting.

                         e.   Submit an annual financial report to the Finance Committee as provided in these Bylaws.

                         f.    Serve on committees assigned by the President.

 

     Section 11.  The duties of the At-Large Directors and Region Directors include:

                  a.   Perform such duties assigned by the President.

                  b.   Serve on committees assigned by the President.

     Section 12.  An officer may be removed from office by vote of three-fourths (3/4) of the Board of Directors at a regular or special meeting of the Board upon any of the following grounds:

                    a.   Failure to remain in good standing with the Association.

                    b.   Failure to attend meetings.

                    c.   Failure to remain in good standing with the Judicial Section.

 

Article 10.      Executive Committee

      Section 1.  The Executive Committee consists of the President, President-elect, Secretary, Treasurer and the two At-large Directors.

      Section 2.  The Executive Committee shall meet not less than twice between Annual Meetings in addition to the Annual Meeting.

      Section 3.  The President shall schedule the date for a meeting of the Executive Committee with notice to the Committee members at least fourteen (14) days prior to the scheduled meeting. 

                  a.   The Executive Committee may meet remotely unless a majority of the Committee votes for an in-person meeting.

                  b.   The vote for an in-person meeting must be received by the President seven (7) days before the scheduled meeting.  The vote may be cast by email.

                  c.   If an in-person meeting is called for, the meeting shall be in the city of Austin, or the city of the residence of the President, or in any other city in Texas that the President deems convenient for the Committee.  The President’s decision is not reviewable.

      Section 4.  The President shall submit an agenda to the Committee at least three (3) days before the meeting.

Section 5.The Committee may communicate with the Texas Center regarding upcoming judicial education events and discuss any needed education, resources or other programs that are not being provided to the members of this Association.

Article 11.      Board of Directors

      Section 1.  The Board of Directors consists of the Executive Committee and the Administrative Region Directors.

      Section 2.  The Board shall meet

                        a.   at least once annually apart from the Annual Meeting;

                        b.   when the Legislature is in regular or special session, at least once per month in the city of Austin or by remote at the discretion of the President; and,

                        c.   on such other occasions as determined by the President or the Executive Committee.

      Section 3.  The President or the Executive Committee shall give notice of a scheduled meeting to the Board members at least fourteen (14) days prior to the meeting, except that, while the Legislature is in session, the President may as much notice as reasonably possible to the Board members.

      Section 4.  The Board may meet remotely as determined by the President, unless a majority of the Board chooses to meet in-person by a vote received by the President by email seven (7) days before the scheduled meeting. 

      Section 5.  If an in-person meeting is called for, the meeting shall be in the city of Austin, or the city of the residence of the President, or in any other city in Texas that the President deems convenient for the Board.  The President’s decision is not reviewable.

      Section 6   A simple majority of the Board members present at a meeting constitutes a quorum, except that, while the Legislature is in session and a meeting is in Austin, the Board members present constitute a quorum.

      Section 7.  The primary focus of the Board shall be to review and consider proposed legislation or rules that may affect or be of interest to the Association.  The Board may also consider and act on any other matter that may affect or be of interest to the Association.

      Section 8.  Each Region Director shall take note of the judges and legislators who reside in his or her Region.

      Section 9.  By a vote of two-thirds of the members present and voting, the Board may take a position on behalf of the Association on a legislative matter that may affect the Association or be of interest to the Association if the matter cannot be timely presented to the membership for review and action.

Article 12.      Committees

      Section 1.  The following permanent committees are established:

                        a.   Nominations Committee. 

                        (1) The Nominations Committee shall recommend and/or nominate members for election as officers for the next term at the Annual Meeting.

                        (2) The Committee shall meet no later than the second Monday in August to consider and recommend nominees.

                        (3) The Chairperson shall report the Committee’s recommendations to the Secretary no later than the third Monday in August.

            b.   Finance Committee

                 (1) The Treasurer shall submit to the Chairperson no later than the first Monday in August a financial report on the financial status of the Corporation to assist the Committee in making its findings and recommendations.

                 (2) The Finance Committee shall consider whether to recommend a change in the amount of dues that should be assessed to the membership for approval at the Annual Meeting. 

                 (3) The Committee shall meet no later than the second Monday in August to consider and recommend any change in the amount of dues.

                        (4) The Committee may also explore outside sources for contributions to the Corporation.

            c.   Legislative Committee

                        (1) The Legislative Committee shall consist of five (5) members of the Board Directors appointed by the President. 

                        (2) The Committee shall review and consider proposed legislation or rules that may affect or be of interest to the Corporation and shall prepare its findings and recommendations to the Board of Directors. 

                        (3) During a legislative session, the Committee shall meet from time to time at the call of the Chair or as directed by the President.

              d.   Amendments Committee

                        (1) Upon receipt of a proposed amendment to these By-Laws, the Secretary shall send the proposal to the Chair of the Committee.

                        (2) By August 7, the Committee shall meet, whether in person or by Zoom, to review and consider any and all proposed amendments.

                        (3) If the Committee recommends changes to a proposed amendment, the Chair shall submit the Committee’s proposed changes to the proponent by August 14 along with an explanation of the Committee’s changes. 

                        (4) If the proponent accepts the changes submitted by the Committee, the proponent shall so notify the Chair by August 21.  The proposed amendment as amended shall be submitted to the Secretary for submission to the membership with the recommendation to approve the proposed amendment as amended.

                              (5) If the proponent does not accept the changes submitted by the Committee, the proponent shall so notify the Chair by August 21 and may request the Chair to submit the proposed amendment as originally submitted.  The Chair shall submit both the proponent’s amendment and the Committee’s amended amendment to the Secretary for submission to the membership for its consideration at the Annual Meeting. 

                              (6) If the Committee does not approve that a proposed amendment be approved, the Chair shall so notify the proponent by August 14 with an explanation of its recommendation and that the proponent has the right to submit the proposed amendment to the membership.  The proponent may notify the Chair in writing by August 21 whether the proposed amendment be submitted to the membership for consideration.  Unless the proponent requests submission, the Chair shall not submit the proposed amendment to the membership. 

                              (7) The Chair shall submit the Committee’s report on all submitted amendments by August 24.

      Section 2.  The President may appoint ad hoc committees for particular purposes setting out in writing the parameters of a committee’s duties and limits.

      Section 3.  The President shall appoint members to the committees and the chairpersons of the respective committees.

      Section 4.  A committee shall consist of not less than three (3) nor more than five (5) members.

      Section 5.  The Chairperson of a committee shall schedule and hold meetings of the committee as needed.  The meetings may be in-person or remote.

 

Article 13.      Amendments

      Section 1.  These By-Laws may be amended by two-thirds vote of the members present and voting at an Annual Meeting, whether the meeting in-person or remotely.

      Section 2.  A member may submit a proposed amendment to these By-Laws to the Secretary on or before August 1 of each year.

      Section 3.  The Secretary shall submit all proposed amendments to the Amendments Committee by August 7.

      Section 4.  Upon receipt of the report of the Amendments Committee, the Secretary shall email, fax or mail the Chair’s report to the membership for review and consideration with notice that the proposed amendments will be put to a vote at the Annual Meeting.

      Section 5.  A proposed amendment may be amended on the floor by majority of the members present and voting at an Annual Meeting.

      Section 6.  A proposed amendment as amended is approved and becomes part of the By-Laws upon approval by at least two-thirds vote of the members present and voting at an Annual Meeting.

 

Article 14.      Ratification and Adoption

Section 1.  These By-Laws shall become effective upon ratification and adoption by three-fourths of the members present and voting at the Annual Meeting in September, 2020.

Section 2.  Upon adoption and ratification, the Secretary shall send a copy of these By-Laws, including any subsequent amendments, to each member of the Association.

 

Submitted to the membership of the Texas Association of Retired, Senior and Former Judges, Inc. at its Annual Meeting concluded on September 30, 2020 and approved by said Assembly by the required vote.