BY-LAWS OF AUSTIN YOUNG LAWYERS ASSOCIATION, INC.

ARTICLE I
NAME AND PURPOSE

1.1.            Name.  The name of the corporation is the Austin Young Lawyers Association, Inc. (the “Association”).

1.2.            Purpose.  The Association is organized and shall be operated exclusively for charitable, educational and other non-profit purposes, including, but not limited to, cultivating the science of jurisprudence; serving the Austin community; promoting reform in the law; facilitating the administration of justice; fostering respect of the law among the citizens of the City of Austin and Travis County, Texas, advancing the standards of integrity, honor, and professional courtesy among the young lawyers of the City of Austin and Travis County, Texas; establishing a close relationship among the young lawyer associations in Texas, Texas Young Lawyers Association, American Bar Association/Young Lawyer Division, State Bar of Texas, American Bar Association and other legal organizations in furtherance of the aforementioned purposes.

ARTICLE II
MEMBERSHIP

2.1.            Regular Members.  Any person duly licensed to practice law in the State of Texas who is 36 years of age or under on July 1 of any calendar year, or who is eligible for membership in the Texas Young Lawyers Association, shall be eligible to become a regular Member in the Association upon payment of dues prescribed by these By-laws.

2.2.            Affiliate Members.  Any member of the legal profession currently admitted to practice before the highest court of any state, serving on active duty in the Armed Forces, or admitted to the bar in a foreign country who is 36 years of age or under on July 1 of any calendar year or who is eligible for membership in the Texas Young Lawyers Association, shall be eligible to become an Affiliate Member upon payment of the dues prescribed by these By-laws. Affiliate Members shall have the right to vote, but shall not be eligible to hold office in the Association.

2.3.            Associate Members.  Any law student of an accredited school of law shall be eligible to become an Associate Member upon the payment of dues as prescribed by the By-laws.  Associate Members shall not have the right to vote or to hold office, except as set forth in Article III.

2.4.            Sustaining Members.  Any person duly licensed to practice law in the State of  Texas who does not meet the  definition of Regular Members as set out in 2.1 above shall be eligible to become a Sustaining Member upon payment of dues as prescribed by the By-laws.  Sustaining Members shall not have the right to vote or hold office.

2.5.            Application for Membership.  Application for membership in the Association shall be in such form and manner as prescribed by the Board and shall be accompanied by the full amount of dues prescribed by these By-laws.

2.6.            Dues.  Annual dues for Regular, Affiliate, Associate, or Sustaining Members shall be determined by a majority vote of the Board of Directors from time to time.

2.7.            Meeting of the Membership.  Regular meetings of the membership shall be held at such time and place as the president, or a majority of the Board, shall designate by written or electronic notice to the membership.  Special meetings of the membership shall be held at such time and place as the president or a majority of the Board shall designate by written or electronic notice of at least three (3) days to the membership.

2.8.            Quorum and Voting.  At all the meetings of the membership, the voting members present shall constitute a quorum for the transaction of business.  At all the meetings of the membership, voting shall be by majority vote of the voting members present, except as otherwise provided by these By-laws.

ARTICLE III
BOARD OF DIRECTORS

3.1.            Number, Tenure and Vacancies.  The direction and management of the affairs of the Association and the control and disposition of its properties and funds shall be vested in a Board of Directors (the Board ).  The Board shall consist of the officers of the Association, eight directors elected by the membership, one director-at-large appointed by the executive committee and the immediate past president of the Association. All officers and directors must be members in good standing of the Association.  Directors shall serve for a term of two years each in staggered terms, such that four directors are elected each year.  Officers shall serve one year terms. The director-at-large will serve a one year  term.

3.2.            Ex-Officio Members.  The directors of the Texas Young Lawyers Association from District 8, Places 1 and 2, and any officers of the Texas Young Lawyers Association, including the ABA/YLD District 25 Representative, provided such officers and directors are also members of the Association, shall be non-voting members of the Board.  Also, the Chair of the Fellows of the Austin Young Lawyers Association Foundation shall serve as a non-voting member of the Board.

Also, the President should appoint a student from The University of Texas School of Law to serve as Law Student Representative who shall serve as a non-voting liaison to the Board.  The President, with the input of the Board, shall also invite local minority bar associations to appoint a young lawyer member to serve as a non-voting liaison to the Board.  All such non-voting members of the Board shall be members in good standing of the Association.

3.3.            Meetings.  Regular meetings of the Board shall be held at such times and places as the president shall direct by reasonable notice to the Board members.  The Board should establish a regular time and place for Board meetings so that members of the Association may attend.  Special meetings of the Board shall be held whenever called by the president of the Association of upon the written or electronic request of any three (3) members of the Board, and the secretary or administrator shall give sufficient notice of such meetings personally, by mail, electronically, or by telephone to enable the Board members so notified to attend such meetings.  The president is to be notified within one (1) day of all meetings of matters that require a vote of the Board, so that such matters may be placed on the agenda.

3.4.            Quorum for Meetings.  A majority of the voting members of the Board shall constitute a quorum for the transaction of business at all meetings convened according to these By-laws.  Voting shall be by majority vote of those present.

3.5.            Attendance at Meetings.  It is the duty of each officer and director to attend regular and special meetings of the Board.  Other than officers of the Texas Young Lawyers Association, any officer or director who accumulates three (3) successive absences or five (5) total absences during his or her term of office is subject to removal from office as hereinafter set forth. Upon the occurrence of the third consecutive absence or the fifth total absence of such officer or director, the secretary or administrator shall notify each officer or director including the offending officer or director.  Unless good cause for one or more such absences is shown, the offending officer or director may be removed from office by a vote in accordance with Section 3.3 of these By-laws at the next regularly scheduled meeting of the Board. If such officer or director is removed from office, the vacancy shall be filled in accordance with section 4.7 of these By-laws.

3.6.            Membership Meetings.  It is the duty of each of officer and director to attend regular and special meetings of the membership.

ARTICLE IV
ELECTION OF OFFICERS AND DIRECTORS

4.1.            Nominations.  The general membership of the Association shall nominate candidates for officers and directors.  Nomination must be in writing and must be signed by at least five (5) current members of the Association.  The secretary or administrator of the Association shall announce the opening of nominations for officers and directors at a time designated by the Board.  Nominations for officers and directors shall be submitted to the secretary or administrator not later than March 15 of each year; however, a minimum of 30 days should be allocated for use as a nomination period.

4.2.            Notice of Elections.  The membership of this Association shall receive notice of the elections for officers and directors by announcement as prescribed by the Board, not later than March 31 of each year.  Instructions regarding the voting procedure shall be printed in the Austin Lawyer or a similar publication and may also be provided to the membership electronically.  The Board shall direct the manner of announcing those nominated for positions.

4.3.            Elections.  Voting will begin 15 business days prior to the annual meeting of the Austin Bar Association. During voting period, Association members may either vote electronically (in a manner approved by the board) or may vote by ballot at the Association’s office during regular business hours. The term “ballots” as used herein shall refer to either electronic ballots or paper ballots, unless specified otherwise.  Ballots shall contain the names of the nominees for officers and directors.  The form of ballot shall be as designated by the Board of Directors.  The Board of Directors shall take such measures as it deems appropriate to protect the integrity of the balloting process.  If the Board of Directors chooses to use exclusively electronic voting, it may, but is not required to, cause a postcard or other similar notice to be mailed to all members in advance of the elections notifying them of the elections and notifying them that they may cast electronic ballots.  The secretary or administrator shall preserve any return envelopes containing paper ballots unopened and deliver them to the Board of Directors of this Association at the time and place called by the president. Electronic ballots received after 11:59 p.m. on the day of the annual meeting of the Austin Bar Association will not be counted. Proxy voting is not permitted. The Board of Directors may set an earlier deadline date for ballots, provided written or electronic notice to the membership is provided at least one month prior to such date.  Electronic ballots may be transmitted via email, through the AYLA website, or through other electronic means as may be approved by the Board.

4.4.            Voting.  Each voting member shall vote for no more than one nominee for each office and up to four (4) nominees for director listed on the ballot.  In order to achieve consistency in the election process in connection with the two year staggered director terms, director positions shall be assigned to eight numbered places.  Four places will be up for election each year.  Voting for the four director places will be cumulative voting, and directors will not run for any particular one of the four places up for election. 

4.5.            Tabulating the Ballots.  The president, the executive director, and other members of the Board of Directors who are not nominees shall open, count and tally any votes cast by paper ballot.  Electronic ballots shall be counted in a manner prescribed by the Board.  The nominee receiving the majority of votes cast for an office shall be declared elected to that office.  The four (4) nominees for director receiving the highest number of votes shall be certified as the duly elected directors.  The president shall certify all such results and shall provide prompt notice to the membership of this Association of the winning nominees.

4.6.            Run-Off Election.  In the event that no nominee for an office other than the director receives a majority of the votes cast for that particular office, there shall be a run-off election between the two nominees receiving the highest number of votes.  In the event there is a tie between the nominees receiving the four highest numbers of votes for director, there shall be a run-off election between such nominees.  The procedures in a run-off election shall follow the general procedures of this Article and shall be completed on or before June 30th, except that any paper ballots postmarked subsequent to ten (10) days after the date any paper run-off ballots are mailed shall not be counted.

4.7.            Vacancies.  Each officer or director shall serve for his or her term of office, which shall run until a successor is duly elected and qualified.  Director terms are two years, Director-at-Large terms are one year and officer terms are one year.  In the event of a vacancy during the term of any office or directorship, other than president or immediate past-president, a successor shall be elected from among the membership by a majority vote of the Board.  A vacancy in the office of president shall be filled by the president-elect.  A vacancy in the office of immediate past-president shall not be filled.

ARTICLE V
GENERAL OFFICES

5.1.            Number, Qualifications.  The officers of the Association shall be a president, president-elect, secretary, and treasurer.  No member shall serve as an officer unless such member is in good standing and has served as a director of the Association prior to his or her election as an officer.

5.2.            Presiding at Meetings.  The president, or in his or her absence, the president-elect, shall call meetings of the Board and of the membership to order and shall act as chairman of such meetings.  The Secretary of the Association shall act as secretary of all such meetings, but in the absence of the secretary, the chairperson may appoint any person to act as secretary of the meeting.

5.3.            Duties.  The principal duties of the several officers are as follows:

(a)                President.  The president shall preside at all meetings of the Board.  The president shall be the chief executive officer of the Association, and subject to the control of Board, shall have general charge and supervision of the administration of the affairs and business of the Association.  Specific duties of the president include seeing that all orders and resolutions of the Board are carried into effect, signing and executing all legal documents and instruments in the name of the Association when authorized to do so by the Board, appointing and removing subordinate employees, submitting to the Board plans and suggestions for the work of the Association, directing its general correspondence, presenting his or her recommendations considering the work of the Association to the Board for decision, submitting a report of the activities and business affairs of the Association at other times when called upon to do so by the Board, and performing such other duties as the Board may assign from time to time.

(b)               President-Elect.  The president-elect shall discharge the duties of the president in the event of his or her absence or disability for any cause whatsoever, and shall perform such other duties as the Board may assign from time to time, and shall provide a program for each regular meeting.  The president-elect shall succeed automatically to the office of president upon the expiration of the president s term of office.

(c)                Secretary.  The secretary shall have charge of the records and correspondence of the Association subject to the  discretion of the president.  Further duties of the secretary include taking and keeping true minutes of all meetings of the membership and of the Board and discharging such other duties as the president or the Board may assign.  In case of the secretary’s absence or disability, the Board may appoint an assistant secretary to perform the duties of the secretary during such absence or disability.

(d)               Treasurer.  In general, the treasurer shall perform all the duties incidental to the office of treasurer, subject to the Board, and shall perform such additional duties as the Board may prescribe from time to time.  More specifically, the treasurer shall keep account of all moneys, credits and property of the Association which shall come into his or her hands and shall keep an accurate account of all moneys received and discharged.  Except as otherwise ordered by the Board, the treasurer shall have the custody of all the funds and securities of the Association and shall deposit them in such banks or depositories as the Board shall designate.  The treasurer shall keep proper records of accounts and other records showing at all times the amount of the funds and other property belonging to the Association, all of which records shall be open at all times to the inspection of the member-ship; shall submit a report of the accounts and financial condition of the Association at each meeting of the Board; and shall make such transfers and alterations in the securities of the Association as the Board may order.  The treasurer shall also, under the direction of the Board, disburse moneys and sign all checks and other instruments drawn on or payable out of the funds of the Association; however, the Board may require these checks and other instruments to be signed by the president or president-elect, or in case of their absence or disability, by such member of the Board as the Board shall designate. Upon affirmative vote of a majority of the Board, the executive director may be authorized to sign checks and other instruments drawn on or payable out of the funds of the Association, under such conditions and limits as the Board deems appropriate.  The treasurer shall give bond only if required by the Board.  In case of the absence or disability of the treasurer, the Board may appoint an assistant treasurer to perform the duties of the treasurer during such absence or disability.

ARTICLE VI
APPOINTIVE OFFICERS AND AGENTS

6.1.            The Board may appoint such officers and agents in addition to those provided for in Article V, as may be deemed necessary, who shall have such authority and perform such duties as the Board shall prescribe from time to time.  All appointive officers and agents shall hold their respective offices and positions at the pleasure of the Board and may be removed from office or discharged at any time  with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.

ARTICLE VII
COMMITTEES

7.1.            The president, with the advice of the Board, shall appoint such committees, chairperson, and members as are deemed necessary to carry out the purposes of the Association or to assist the Board in the orderly management of the affairs of the Association, consistent with the Articles of Incorporation and these By-laws.  A member of the Board, designated by the president, shall consult with and advise each committee and periodically report its activities to the Board.

ARTICLE VIII
INDEMNIFICATION OF THE BOARD

8.1.            The Association agrees to and shall indemnify and hold harmless those lawyers serving on the Board from and against any and all claims, losses, damages, causes of action. suits and liability of every kind, including all expenses of litigation, court cost, and attorneys  fees for injury to or death of any person, for damage to any property or for any other damages arising out of or in connection with any act performed by any member of the Board in their official capacity where such injury, death or damages are alleged to have been caused by the Deceptive Trade Practice or any other alleged fault of the Board including the sole negligence of any Board Member or the joint negligence of the Board Member and any other person or entity.

It is the express intention of the parties hereto, both the Association and the Board, that the indemnity provided for herein is complete indemnity by the Association to indemnify and protect its Board members from the consequences of the Board member’s own negligence, whether that negligence is the sole or a concurring cause of the injury, death or damage.

ARTICLE IX
AMENDMENTS

9.1.            These By-Laws may be amended by the affirmative vote of the two-thirds of the members present at the next regular meeting following a regular meeting at which such proposed amendment(s) shall have been read and discussed.  The secretary or administrator shall give prior written notice of such proposed amendment(s) and such meeting to all members.  Alternatively, the By-Laws may be amended by the affirmative electronic vote of the two-thirds of the members voting after reasonable advance notice to the membership of the proposed changes, and a reasonable opportunity for review of and comment upon the proposed changes by the membership.

Amended 10/16/86

Amended 01/14/88

Amended 11/01/91

Amended 10/04/96

Amended 02/28/97

Amended 04/20/04

Amended  2/19/08

BY-LAWS OF AUSTIN YOUNG LAWYERS ASSOCIATION FOUNDATION

ARTICLE ONE

Name, Purposes and Offices

Section  1.   Name.  The name of this corporation is Austin Young Lawyers Association Foundation (herein called the "Foundation").

Section  1.2.  Purposes.  The Foundation is organized and will be operated exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of  the Internal Revenue Code of 1986 or the corresponding provision or provisions of any subsequent United States internal revenue law (herein collectively called the "Code").  Within the scope of the foregoing purposes, and not by way of limitation thereof, the Foundation is organized and operated to carry out the following charitable and educational programs and services:  the provision of pro bono legal services to the elderly, the poor and juveniles, the organization of hunger relief efforts, the operation of counseling  services for students, victims of crime, and immigrants, the provision of continuing legal education to lawyers in the Austin area, and the provision of crisis assistance to young lawyers through and in accordance with the policies of the Personal Crisis Assistance Program administered by the Fellows of the Austin Young Lawyers Association Foundation (hereinafter referred to as the "Fellows").

Section  1.3.   Offices.  The Foundation may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the Board of Trustees may from time to time determine or as the activities of the Foundation may require.

ARTICLE TWO

Board of Trustees

Section  2.1.  General Powers; Delegation.  The activities, property and affairs of the Foundation shall be managed by its Board of Trustees (herein sometimes called the "Board"), which may exercise all such powers of the Foundation and do all such lawful acts and things as are permitted by statute, by the Articles of Incorporation or by these Bylaws.

Section  2.2.  Number and Qualifications.  The Board of Trustees shall consist of five (5) Trustees, which number may be increased or decreased from time to time by amendment to these Bylaws; provided, that the number of Trustees shall never be less than three (3), and no decrease in number  shall have the effect of shortening the term of any incumbent Trustee.  The Trustees shall have such qualifications as the Board may determine from time to time.

Section  2.3.  Election and Term of Office.  The Board of Trustees of the Foundation shall consist of the duly elected and serving President, President-Elect, Secretary and Treasurer of the Austin Young Lawyers Association (the "Association"), and, in addition, the Immediate Past President of the Association.  Each Trustee shall serve for a one year term and until his or her successor is chosen and qualified or until such Trustee's earlier death, resignation, retirement, disqualification or removal from office.  In addition, the Chair of the Fellows shall serve as an non-voting, ex-officio member of the Board of Trustees throughout the period of the Chair's term as Chair of the Fellows.  The Chair of the Fellows shall not be included for purposes of determining a quorum or majority or for any voting purposes at a meeting of the Board of Trustees.

Section  2.4.  Removal; Filling of Vacancies.  Any Trustee may be removed, either for or without cause, by the affirmative vote of a two-thirds majority of the number of Trustees present at any regular or special meeting of the Board of Trustees at which a quorum is present, if notice of the intention to act upon such matter shall have been given in the notice of such meeting.  Any vacancy occurring in the Board of Trustees resulting from the death, resignation, retirement, disqualification, or removal from office of any Trustee or as the result of an increase in the number of Trustees shall be filled by a majority vote of the members of the Board of Trustees present at a meeting called for such purpose.  Any Trustee elected or appointed to fill a vacancy shall hold office until the expiration of the remaining term such Trustee is to fill and until such Trustee's successor is chosen and qualified, or until such Trustee's earlier death, resignation, retirement, disqualification or removal from office.

Section  2.5.   Meetings.   Regular meetings of the Board of Trustees, of which no notice shall be necessary, shall be held at such times and at such places, within or without the State of Texas, as may from time to time be fixed by the Board of Trustees.  At such meetings, the Trustees may transact any and all other business as may properly come before the meeting.  Special meetings of the Board of Trustees may be called by any two (2) Trustees or by or at the direction of the President upon two (2) days notice to each Trustee, either personally or by mail or by telegram.  Except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Trustees need be specified in the notice or waiver of such meetings.

Section  2.6   Quorum and Manner of Acting.  At all meetings of the Board of Trustees the presence of a majority of the number of Trustees fixed by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws.  Trustees may not vote by proxy.  The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by statute, by the Articles of Incorporation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board.  If a quorum shall not be present at any meeting of the Trustees, the Trustees present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall  be present.  At any such adjourned meeting at which a quorum shall later be present, any business may by transacted which might have been transacted at the meeting as originally convened.

Section   2.7   Trustees  Compensation.   No Trustee shall receive compensation for services as a Trustee or as a member of a committee of the Foundation.  Nothing herein contained shall be construed to preclude any Trustee from receiving reimbursement for expenses incurred on behalf of the Foundation or in attending meetings of the Board of Trustees or any such committee or from serving the Foundation in any other capacity and receiving compensation therefor.

Section   2.8   Consent of Trustees.   Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Trustees.  Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.

Section   2.9   Telephone Meetings.   Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Trustees or members of any committee designated by the President may, unless otherwise restricted by the Articles of Incorporation or these Bylaws, participate in and hold a meeting of such Board of Trustees or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.9 shall constitute presence in person at such meeting, except when person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section   2.10   Advisory Board.   The Board of Trustees may select interested and qualified individuals to serve as members of an Advisory Board of the Foundation.  Every effort shall be make to select outstanding persons who have demonstrated commitment to the purposed for which the Foundation is operated.  Representation of the interests of the donor, donee, volunteer and business communities should be sought through the persons selected for the Advisory Board.  Advisory Board members shall be entitled to receive notice of and attend meetings of the Board of Trustees, but shall have no voting rights.

ARTICLE THREE

Committees of the Foundation

The Board of Trustees by resolution adopted by affirmative vote of a majority of the Trustees present at any meeting of the Board of Trustees at which a quorum is present, may designate two or more individuals who may or may not be members of the Association to constitute a committee for any purpose;  provided that any such committee shall have and may exercise only the power of recommending action to the Board of Trustees and of carrying out and implementing any instructions or any policies, plans, and programs, theretofore approved, authorized and adopted by the Board of Trustees.

ARTICLE FOUR

Notices

Section   4.1   Manner of Giving Notice.   Whenever, under the provisions of any statute, the Articles of Incorporation or these Bylaws, notice is required to be given to any Trustee or committee member of the Foundation, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such Trustee or committee member at his address as it appears on the records of the Foundation.  Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid.

Section   4.2   Waiver of Notice.   Whenever any notice is required to be given to any Trustee or committee member of the Foundation under the provisions of any statute, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Attendance of a Trustee or a member of a committee of the Board of Trustees at a meeting of the Board or of such committee, respectively, shall constitute a waiver of notice of such meeting, except when such Trustee or committee  member attends such meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE FIVE

Officers, Employees and Agents:

Powers and Duties

Section 5.1   Officers.   The officers of the Foundation shall be a President, a Secretary, a Treasurer, a President-Elect and a Chair of the Board of Trustees.  All of the officers shall be members of the Board of Trustees.

Section   5.2   Election and Term of Office.   Each duly elected and serving officer of the Association shall hold the corresponding office of the Foundation.  Each officer shall serve for a one-year term beginning concurrently with his or her term as an officer of the Association and until such officer s successor is chosen and qualified or until such officer's earlier death, resignation, retirement, disqualification or removal from office.

Section   5.3   Two or More Offices.   Any two (2) or more offices may be held by the same person, except that the President and the Secretary shall not be the same person.

Section   5.4   Compensation.   No elected officer or committee member shall receive compensation for services to the Foundation.  Nothing herein contained shall be construed to preclude any officer or committee member from receiving reimbursement for expenses incurred on behalf of the Foundation or in attending meeting of the Board of Trustees or any such committee.

Section   5.5   Removal; Filling of Vacancies.   Any officer or agent may be removed at any time by the Board of Trustees whenever in its judgment the best interests of the Foundation will be served thereby.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Trustees.  Any officer elected or appointed to fill a vacancy shall hold office until the expiration of the remaining term of the office such officer is elected or appointed to fill and until such officer's successor is chosen and qualified, or until such officer's earlier death, resignation, retirement, disqualification or removal from office.

Section   5.6   President.   The President shall be the chief executive officer of the Foundation and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Foundation and shall have general and active control thereof and shall exercise such powers and perform such duties as shall be assigned to or required of such office from time to time by  the Board of Trustees.

Section   5.7   President-Elect.   The President-Elect shall serve on the Board of Trustees during the year preceding his or her term of office as President and shall succeed the President upon the expiration of the President's term of office.  The President-Elect shall act in the place and stead of the President in the event of the absence or disqualification of the President and shall generally assist the President and shall have such powers and perform such other duties and services as shall from time to time be prescribed or delegated to such office by the President or the Board of Trustees.

Section   5.8.   Secretary.   The Secretary shall have charge of the corporation seal and shall have authority to attest any and all instruments of writing to which the same may be affixed.  The Secretary shall keep and account for all books, documents, papers and records of the Foundation, except those for which some other officer or agent is properly accountable.  The Secretary shall from time to time be prescribed or delegated to such office by the President or the Board of Trustees.

Section   5.9.   Treasurer.   The Treasurer shall be the chief accounting and financial officer of the Foundation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Foundation and shall direct the manner of certifying the same;  shall supervise the manner of keeping all vouchers for payments by the Foundation and all other documents relating to such payments;  shall receive, audit and consolidate all operating and financial statements of the Foundation and its various committees;  shall have supervision of the books of account of the Foundation, their arrangements and classification;  shall supervise the accounting and auditing practices of the Foundation; shall have charge of all matters relating to taxation;  and shall prepare and file, with the assistance of then current treasurer, any and all tax returns for the year during which he or she serves as treasurer, although his or her term will then have expired, provided, however, that should the past treasurer be unable or unwilling to prepare any tax return for the year during which he serves as treasurer, the then current treasurer shall prepare such return.  The Treasurer shall  have the care and custody of all monies, funds and securities of the Foundation;  shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Trustees shall from time to time direct or as shall be selected in accordance with procedures established by the Board;  shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Foundation.  The Treasurer shall have the power to endorse for deposit or collection or otherwise  all checks, drafts, notes, bills of exchange or other commercial papers payable to the Foundation, and to give proper receipts or discharges for all payments to the Foundation, and shall generally perform all duties usually appertaining to the office of treasurer of a corporation.  The Treasurer shall also serve as chief accounting and financial officer of the Fellows of the Foundation, and shall have the same responsibilities and authority for all Fellows contributions as set forth above for funds of the Foundation.

Section   5.10.   Chair of the Board of Trustees.   The Immediate Past President of the Association shall serve as Chair of the Board of Trustees, shall preside when present at all meetings of the Board of Trustees;  shall advise and counsel the officers of the Foundation;  and shall exercise such powers and perform such duties as shall be assigned to or required of such office from time to time by the Board of Trustees.

Section   5.11.   Additional Powers and Duties.   In addition to the foregoing specially enumerated duties, services and powers, the several elected officers of the Foundation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these Bylaws, or as the Board of Trustees may from time to time determine or as may be assigned to such officers by any competent superior officer.

ARTICLE SIX

Indemnification

Indemnification of Trustees.   The Foundation shall indemnify any Trustee or officer or former Trustee or officer of the Foundation, for all expenses, damages, losses (including federal or state taxes, penalties and interest thereon), judgment, compromises or settlements, attorneys  fees and costs actually and necessarily incurred by such person in connection with any claim asserted against him or her, by action in court or otherwise (civil or criminal) by reason of his or her being or having been such Trustee or officer or by reason of his or her serving at the request of the Foundation as a trustee, officer, partner, trustee employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other business enterprise, to the maximum extent permissible under law.  Such indemnification shall not be deemed exclusive of any other rights to which such Trustee or officer or former Trustee or officer may be entitled, under any by-law, agreement, insurance policy or otherwise.  The Foundation shall not indemnify, nor shall anything herein be construed to require the Foundation to indemnify, any attorney who provides practice assistance, or to any attorney who applies for or receives practice assistance,  under the Practice  Assistance Committee of the Fellows.

ARTICLE SEVEN

Fellows of the Austin Young Lawyers Association Foundation

The organization known as the Fellows of the Austin Young Lawyers Association Foundation shall have the recognition and approval of the Foundation, provided its organizational structure and bylaws meet the minimum requirements set out below.  As used in this article, "the Fellows" shall refer to the organization known as the Fellows of the Austin Young Lawyers Association Foundation;  "Officers" shall refer to the officers of the Fellows;  and "Trustees" shall refer to the Trustees of the Foundation.  Such requirements are as follows:

Section   7.1   Organization Subject to Approval of Trustees.   The organizational structure and bylaws of the Fellows shall be subject to approval of the Trustees and shall be amended from time to time as requested of the Officers by the Trustees.

Section   7.2.   Classes of Membership in the Fellows.   The Fellows shall have three (3) classes of membership, as follows:

(a)        Fellows.  A member of which shall be known as a Fellow of the Austin Young Lawyers Association Foundation.

(b)        Life Fellows.  A member of which shall be known as a Life Fellow of the Austin Young Lawyers Association Foundation.

(c)        Sustaining Life Fellows.  A member of which shall be known as a Sustaining Life Fellow of the Austin Young Lawyers Association Foundation.

Section   7.3   Requirements for Membership.   The prerequisites of a person becoming a member of the Fellows shall be that he or she be (a) dedicated to assisting other members of the legal profession who are faced with a crisis;  (b) a member in good standing of the Austin Young Lawyers Association or the Travis County Bar Association;  (c) of high professional standing among his or her peers;  and (d) willing to pledge financial support for the purpose of assisting young lawyers who are in need due to a personal crisis.  For the purposes of this section, a sustaining member of the Austin Young Lawyers Association shall be considered "a member in good standing of the Austin Young Lawyers Association."   The pledge requirements shall be at least the minimum amount as may be prescribed by the Trustees by resolution from time to time.  Such pledge requirements as exist at the time of election of membership  shall prevail as to each member respectively for all considerations.  The specific requirements as to each class of membership are as follows:

(a)        To be a Fellow, one must (1) be nominated by a majority vote of the Officers;  (2) be elected to membership by majority vote of the Trustees;  (c) accept his or her election by executing a written pledge of money to the Foundation in such amount to be specified by the Trustees;  and (d) pay at least one-quarter (1/4) of the total pledge amount annually, until the full pledge has been paid, without default of more than two (2) successive years;  provided however, that a defaulting member may be reinstated subject to the provisions of section 7.4 below.  The first year's pledge installment must be paid before one may be elected as a Fellow.

(b)        To be a Life Fellow, one must have been elected a Fellow and have satisfied in full the pledge amount required of Fellows.

(c)        To be a Sustaining Life Fellow, one must have become a Life Fellow and thereafter make annual contributions in such minimum amounts as may be required for such membership by resolution of the Trustees in effect at the time of his or her becoming a Life Fellow, with such membership as a Sustaining Life Fellow to continue so long as such annual contributions are continued without default of more than two (2) successive years;  provided, however, a defaulting person may be reinstated to this class of membership subject to the provisions of section 7.4 below.

Section   7.4   Correction of Defaults and Reinstatement.   Any member of a class of Fellows in default two or more successive years in the annual contribution required of his or her class who, on or before the fifth anniversary of the time at which he or she became a member of such class, cures such default by paying all arrears, shall be reinstated to membership in the class by the Trustees.

Section   7.5.   Nomination and Election of Fellows.  The bylaws of the Fellows shall provide for the nomination each year of any members, including sustaining members, of the Austin Young Lawyers Association or the Travis County Bar Association.  The nominations shall be made by the Fellows Officers to the Trustees, and the Trustees shall have exclusive responsibility for election of new Fellows.  Any person elected as a director or officer of the Austin  Young Lawyers Association shall automatically be a nominee for election as a Fellow.

ARTICLE EIGHT

Miscellaneous

Section   8.1   Dividends Prohibited.   Except as provided by the Bylaws and Policies of the Fellows of the Austin Young Lawyers Association Foundation, no part of the net income of the Foundation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Foundation shall be distributed to its Trustees or officers.  The Foundation may reimburse its Trustees as provided in Section 2.7 hereof.

Section   8.2   Loans to Officers and Trustees Prohibited.   No loans shall be made by the Foundation to its officers or Trustees, and any Trustees voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Foundation for the amount of such loan until repayment thereof.

Section   8.3   Signature of Negotiable Instruments.   All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws or as from time to time may be prescribed by resolution of the Board of Trustees.

Section   8.4   Fiscal Year.   The fiscal year of the Foundation shall be adopted and approved from July 1 to June 30, unless otherwise provided by resolution of the Board.

Section   8.5   Seal.  The Foundation's seal shall be in such form as shall be adopted and approved from time to time by the Board of Trustees.  The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

ARTICLE NINE

Amendments

These Bylaws may be altered, amended or repealed, or new bylaws may be adopted at any meeting of the Board of Trustees by the affirmative vote of a majority of the number of the Trustees present at any meeting at which a quorum is present, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting;  and provided further, that the foregoing notice requirement shall not prohibit the Board of Trustees from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting.

Amended 12/96

Amended 02/97

BY-LAWS OF AUSTIN YOUNG LAWYERS ASSOCIATION AT THE UNIVERSITY OF TEXAS SCHOOL OF LAW

ARTICLE I
NAME AND PURPOSE

1.1.            Name.  The name of this organization is the Austin Young Lawyers Association at The University of Texas School of Law (the “Association”).  The Association is organized in affiliation with the Austin Young Lawyers Association, Inc. (“AYLA”), a non-profit Texas corporation, subject to the terms mentioned herein.

1.2.            Purpose.  The Association is organized and shall be operated exclusively for charitable, educational and other non-profit purposes, including, but not limited to, cultivating the science of jurisprudence; serving The University of Texas School of Law and Austin communities; promoting reform in the law; facilitating the administration of justice; fostering respect of the law among members of The University of Texas School of Law, Austin, and Travis County, Texas communities by advancing the standards of integrity, honor, and professional courtesy among the law students and young lawyers of The University of Texas School of Law, Austin, and Travis County, Texas; establishing a close relationship among law student organizations and young lawyer associations in Texas, Texas Young Lawyers Association, American Bar Association/Young Lawyer Division, State Bar of Texas, American Bar Association and other legal organizations in furtherance of the aforementioned purposes.

ARTICLE II
MEMBERSHIP

2.1.            Members.  Any law student enrolled at The University of Texas School of Law shall be eligible to become a Member in the Association upon payment of dues prescribed by these By-aws.

2.2.            Application for Membership.  Application for membership in the Association shall be in such form and manner as prescribed by the Board and shall be accompanied by the full amount of dues prescribed by these By-laws.

2.3.            Dues.  Annual dues for Members shall be determined by a majority vote of the Board of Directors from time to time and shall be at least the annual dues for an Associate Member of the AYLA.

2.4.            Meeting of the Membership.  Meetings of the membership shall be held at such time and place as the president, or a majority of the Board, shall designate by written or electronic notice to the membership.  .

2.5.            Quorum and Voting.  At all the meetings of the membership, the voting members present shall constitute a quorum for the transaction of business.  At all the meetings of the membership, voting shall be by majority vote of the voting members present, except as otherwise provided by these By-laws.

ARTICLE III
BOARD OF DIRECTORS

3.1.            Number, Tenure and Vacancies.  The direction and management of the affairs of the Association and the control and disposition of its properties and funds shall be vested in a Board of Directors (the “Board”).  The Board shall consist of the officers of the Association.  An Executive Board of Directors (the “Executive Board”) shall consist of the president, vice-president, and treasurer. All officers must be members in good standing of the Association.  Officers shall serve one year terms and may serve consecutive terms.  Officer terms shall begin in the month specified by the Board.

3.2.            Meetings.  Meetings of the Board shall be held at such times and places as the president shall direct by reasonable notice to the Board members.  The Board may establish a regular time and place for Board meetings so that members of the Association may attend.  Special meetings of the Board shall be held by the president of the Association of upon the written or electronic request of any two (2) members of the Board, and the president shall give sufficient notice of such meetings personally, by mail, electronically, or by telephone to enable the Board members so notified to attend such meetings.  The president is to be notified within one (1) day of all meetings of matters that require a vote of the Board, so that such matters may be placed on the agenda.

3.3.            Quorum for Meetings.  A majority of the voting members of the Board shall constitute a quorum for the transaction of business at all meetings convened according to these By-laws.  Voting shall be by majority vote of those present.

3.4.            Attendance at Meetings.  It is the duty of each officer to attend regular and special meetings of the Board.  Any officer who accumulates three (3) successive absences or five (5) total absences during his or her term of office is subject to removal from office as hereinafter set forth.  Upon the occurrence of the third consecutive absence or the fifth total absence of such officer, the president shall notify each officer including the offending officer.  Unless good cause for one or more such absences is shown, the offending officer may be removed from office by a vote of the Executive Board. If such officer is removed from office, the vacancy shall be filled in accordance with Section 4.5 of these By-laws.

3.5.            Membership Meetings.  It is the duty of each of the officers to attend meetings of the membership.

ARTICLE IV
SELECTION OF OFFICERS

4.1.            Nominations.  A self-nomination process shall govern the nomination of members of the Association as candidates for officers.  The Board shall set times and procedures for the nominating process. 

4.2.            President.  The Executive Board shall appoint a nominated candidate to assume the office of the president in the next term.  The Executive Board shall select a candidate demonstrating a commitment to further the purposes of the Association.  The Executive Board shall make the selection with the advice of the Board and the AYLA Board of Directors.  Upon selection of a candidate to assume the office of the president, the president shall name the selected candidate as an authorized student representative for the Association on the official roster filed with The University of Texas and shall grant all banking authorization to the selected candidate to conduct financial business on behalf of the Association.

4.3.            Vice-President.  The Executive Board shall appoint a nominated candidate to assume the office of the vice-president in the next term.  The Executive Board shall select a candidate demonstrating a commitment to further the purposes of the Association.  The Executive Board shall make the selection with the advice of the Board and the AYLA Board of Directors.  Upon selection of a candidate to assume the office of the president, the president shall name the selected candidate as an authorized student representative for the Association on the official roster filed with The University of Texas.

4.4.            Treasurer.  The Executive Board shall appoint a nominated candidate to assume the office of the treasurer in the next term.  The Executive Board shall select a candidate demonstrating a commitment to further the purposes of the Association.  The Executive Board shall make the selection with the advice of the Board and the AYLA Board of Directors.  Upon selection of a candidate to assume the office of the president, the president shall name the selected candidate as an authorized student representative for the Association on the official roster filed with The University of Texas and shall grant all banking authorization to the selected candidate to conduct financial business on behalf of the Association.

4.5.            Vacancies.  Each officer or director shall serve for his or her term of office, which shall run until a successor is duly selected.  In the event of a vacancy during the term of the vice-president or treasurer, , the president shall appoint a successor .  In the event of a vacancy of the president, the vice-president shall assume the office of the president.  In the event vacancies occur in both the offices of both the president and vice-president, the treasurer shall assume the office of the president.  In the event vacancies occur in all the offices of the president, vice-president, and treasurer, any authorized student representative of the Association may assume the office of the president.  In the event of a vacancy in an office other than the president, vice-president, or treasurer, the president may appoint a candidate to assume the office.

ARTICLE V
GENERAL OFFICES

5.1.            Number, Qualifications.  The officers of the Association shall include at least a president, vice-president, and treasurer.  The president may create other offices of the Association at his or her discretion.  The president, the vice-president, and the treasurer shall be named as authorized student representatives on the official roster of the Association filed with The University of Texas.  No member shall serve as an officer unless such member is in good standing.

5.2.            Presiding at Meetings.  The president, or in his or her absence, the vice-president, shall call meetings of the Board and of the membership to order and shall act as chairman of such meetings.  The chairperson may appoint any person to act as secretary of the meeting.

5.3.            Duties.  The principal duties of the several officers are as follows:

(a)                President.  The president shall preside at all meetings of the Board.  The president shall be the chief executive officer of the Association, shall serve as a Law Student Representative to the AYLA, shall have general charge and supervision of the administration of the affairs and business of the Association.  Specific duties of the president include seeing that all orders and resolutions of the Board are carried into effect, signing and executing all legal documents and instruments in the name of the Association when authorized to do so by the Board, submitting to the Board plans and suggestions for the work of the Association, directing its general correspondence, presenting his or her recommendations considering the work of the Association to the Board for decision, submitting a report of the activities and business affairs of the Association at other times when called upon to do so by the Board, serving as a liaison to the law school administration, and performing such other duties as the Board may assign from time to time.

(b)               Vice-President.  The vice-president shall act as president and carry out all functions and duties of the president in his or her absence, shall keep the By-laws of the Association current, shall have charge of the records and correspondence of the Association subject to the discretion of the president, and shall discharge such other duties as the president or the Board may assign.

(c)                Treasurer.  In general, the treasurer shall perform all the duties incidental to the office of treasurer, subject to the Board, and shall perform such additional duties as the Board may prescribe from time to time.  More specifically, the treasurer shall ensure the Association complies with all The University of Texas accounting guidelines, shall keep account of all moneys, credits and property of the Association which shall come into his or her hands, and shall keep an accurate account of all moneys received and discharged.  Except as otherwise ordered by the Board, the treasurer shall have the custody of all the funds and securities of the Association and shall deposit them in such banks or depositories as the Board shall designate.  The treasurer shall keep proper records of accounts and other records showing at all times the amount of the funds and other property belonging to the Association, all of which records shall be open at all times to the inspection of the membership; shall submit a report of the accounts and financial condition of the Association at the request of the president or the Board; and shall make such transfers and alterations in the securities of the Association as the Board may order.  The treasurer shall also, under the direction of the Board, disburse moneys and sign all checks and other instruments drawn on or payable out of the funds of the Association; however, the Board may require these checks and other instruments to be signed by the president, or in case of their absence or disability, by such member of the Board as the Board shall designate.   In case of the absence or disability of the treasurer, the president may appoint an assistant treasurer to perform the duties of the treasurer during such absence or disability.

ARTICLE VI
APPOINTIVE OFFICERS AND AGENTS

6.1.            The president may appoint such officers and agents in addition to those provided for in Article V, as may be deemed necessary, who shall have such authority and perform such duties as the president shall prescribe from time to time.  All appointive officers and agents shall hold their respective offices and positions at the pleasure of the president and may be removed from office or discharged at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.

ARTICLE VII
COMMITTEES

7.1.            The president, with the advice of the Board, shall appoint such committees, chairperson, and members as are deemed necessary to carry out the purposes of the Association or to assist the Board in the orderly management of the affairs of the Association, consistent with these By-laws.  A member of the Board, designated by the president, shall consult with and advise each committee and periodically report its activities to the Board.

ARTICLE VIII 

AYLA AFFILIATION

8.1.            The president shall provide information regarding the activities of the Association from time to time as directed by the AYLA Board of Directors and shall attend meetings of the AYLA Board of Directors.

8.2.            Members of the Association shall be granted Associate Member status in the AYLA.  The treasurer shall pay a portion of the annual dues from each Member of the Association to the AYLA equal to the annual dues for an Associate Member of the AYLA.  Payment to the AYLA shall occur no later than ten business days after receiving a completed application for membership that includes payment of the annual dues for a Member of the Association.  The treasurer shall maintain a roster for all applicants of the Association that associates a completed application, a payment of the annual dues by the applicant, and a payment to the AYLA by the treasurer a portion of the applicant’s annual dues.

8.3.            The Association remains affiliated with the AYLA at the pleasure of the Board and the AYLA Board of Directors.  At any time, the Board or the AYLA Board of Directors may disaffiliate the Association and AYLA by providing a written notice of the disaffiliation to the president of the Association and the president of the AYLA.  Upon disaffiliation, the Association shall dissolve and cease representing any affiliation with AYLA.  The Association shall not renew the organizational documents on file with The University of Texas without the written permission of the AYLA.

                        8.4.       The Association has no power to bind or obligate AYLA in any manner, including, but not limited to, any contractual relationship, without prior express written consent from AYLA and must represent to any third-party with which the Association contracts that it does not do so on the behalf of or otherwise in conjunction with AYLA.

ARTICLE IX
AMENDMENTS

9.1.            These By-Laws may be amended by the affirmative vote of the two-thirds of the Board present at the next meeting following a meeting at which such proposed amendment(s) shall have been read and discussed.  The president shall give prior written notice of such proposed amendment(s) and such meetings to all members of the Board.  Prior to any approval of any amendment to these By-Laws, the Board must obtain express written consent to the Amendment from AYLA.