ARTICLE I
Name and Purpose

Section 1. Name. This Section shall be known as the State Bar of Texas Computer & Technology Section (hereinafter, the Section).

Section 2. Purpose. The Purpose of the Section shall be to promote the objectives of the State Bar of Texas with regard to technology and the law. The mission of the State Bar of Texas Computer Law & Technology Council is to provide leadership on emerging issues at the intersection of law, science, and technology; to promote sound policy and public understanding on such issues; and to enhance the professional development of its members.

ARTICLE II
Membership and Dues

Section 1. Members. Any member or qualified paralegal in good standing of the State Bar of Texas upon the payment of dues for the current year shall be enrolled as a member of the Section. Texas Lawyers licensed less than one yearmay join the Section for up to one year without payment of dues.

Section 2. Annual Dues. The amount of annual dues shall be set fromtime to time by the Council of the Section, subject to approval of the State Bar Board of Directors. The annual dues shall be due and payable in advance each year concurrently with the payment of the annual dues of the State Bar of Texas. Dues paid after that date shall be only for the remainder of the fiscal year in which they were paid.

Section 3. Membership Roll. A new membership roll comprised of all dues-paid members and any complimentary memberships authorized by the Council shall be compiled annually. The names of persons becoming members after that date shall be added to the membership roll for the remainder of the fiscal year.

ARTICLE III
Officers

Section 1. Officers. The officers of the Section shall be a Chair, Chair-Elect, Secretary, Treasurer, and Immediate Past Chair, each of whom shall be a voting member of the Section in good standing and a member of the State Bar of Texas and shall constitute the Executive Committee of the Section. Each shall hold office for a term beginning at the close of the annual meeting at which the officer is elected and ending at the close of the next succeeding annual meeting of the Section and until the officer’s successor has been elected.

Section 2. Chair. The Chair shall preside at all meetings of the Council and at the annual meeting of the Section. The Chair shall formulate and present at each annual meeting a report of the work of the Section for the past year, and shall submit the same for publication in the Texas Bar Journal. The Chair shall perform such other duties and acts as usually pertain to the office.

Section 3. Chair-Elect. Upon the death, resignation, or during the disability of the Chair, or upon the Chair’s absence or refusal to act, the Chair-Elect shall perform the duties of the Chair. The Chair-Elect shall assume the office of Chair upon the expiration of the Chair’s term of office. The Chair-Elect shall perform such other duties reasonably requested by the Chair.

Section 4. Secretary. The Secretary shall be custodian of all books, papers, documents, and such other property of the Section, except for records maintained by the Treasurer. The Secretary shall keep a true record of the proceedings of all meetings of the Section and of the Council, including proceedings conducted electronically or online. The Secretary, in conjunction with the Chair, shall attend generally to the business of the Section.

Section 5. Treasurer. The Treasurer shall monitor and maintain knowledge of all dues paid by members of the Section and all other funds to which the Section is entitled and shall authorize payments for expenses incurred in the regular course of the Section’s business and for other items approved by the Chair or the Council, as provided in these Bylaws. The Treasurer shall obtain and keep accurate records and shall account for all sums received, paid, due or owing, and verify that the State Bar of Texas, Accounting department maintains all such records for that purpose. The Treasurer shall confirm the depository of all funds of the Section and shall keep an accurate account of all dues collected and of all monies appropriated to the Section and expended for its use. The Treasurer shall report monthly to and obtain from the State Bar of Texas accounting department all such documents or records necessary for proper reporting back to the Council and Section for the period since last reported.

ARTICLE IV
The Council

Section 1. Membership. The Council shall consist of the Officers and Council Members, all to be elected by the Section as hereinafter provided. Each of the Council Members shall be a voting member of the Section in good standing.

Section 2. General Responsibility. The Council shall have general supervision and control of the affairs of the Section subject to the provisions of the State Bar Act, the State Bar Rules, the State Bar Board Policy Manual, and these Bylaws. It shall adopt procedures to authorize expenditures of money, generally, and shall approve any expenditures in excess of five thousand dollars.

Section 3. Filling Vacancies in Office. During the interim between annual meetings of the Section, the Council may fill vacancies in its own membership and officers.

Section 4. Ex-Officio Members. All (active) former Chairs of the Counsel and the Webmaster shall be ex-officio members of the Council. In addition, the State Bar Board advisor(s) to the Section shall be advisory members of the Council. The Council, in its discretion, may create additional ex- officio or advisory members. Ex-officio members of the Council shall have the right to attend all Council meetings and participate in the discussions at Council meetings, but shall not have a right to vote. Ex-officio members may serve on any committee, either as committee members or as Chairs of a particular committee.

Section 5. No Re-Election of Council Members. Council Members who have served a full three-year elected term may not succeed themselves as Members of the Council but shall be eligible for election to an officer position.

Section 6. Removal of Council Members. Council members must conduct themselves professionally, be in good standing with all licensing entities, abide by these Council Bylaws and all relevant State Bar of Texas Rules and Policies and attend more than half of all regularly scheduled Council and/or Committee and Task Force meetings.

1. Removal for Cause. Cause for removal of a Council Member shall include but not be limited to any of the following:
   1. Failure to adhere to these by-laws and their provisions;
   2. Failure to declare a conflict of interest;
   3. Soliciting, receiving or accepting any remuneration, exchange for a vote and/or favorable or unfavorable disposition of any item under consideration by the Council or any of its committees;
   4. Any form of Council representation not authorized by the Chair or the full Council.
   5. Any State Bar disciplinary reprimand, suspension of or revocation of law license during term of service on the Council;
   6. Violation of attendance requirements without qualifying for an exemption;
      Or
   7. A pattern of behavior unbecoming a Council Member.

Removal of a Council Member for all of the above causes shall be accomplished by a recommendation by the Chair person, followed by a vote of the Executive Committee and then, if warranted, vote of the full Council. The Chair shall provide the Council Member subject to removal written notice of the charge(s) at least fifteen (15) days prior to the meeting of the Executive Committee on which the matter is scheduled. The Council Member may appeal in writing to the Executive Committee seven (7) days before the scheduled meeting. The Executive Committee must respond before the next full Council meeting, or within ten (10) days whichever is sooner. If the appeal to the Executive Committee is denied, or if no timely appeal is submitted, the proposed removal shall be subject to a vote at the next full Council meeting.

Section 7. Publication. The Council shall produce a publication or presentation annually concerning substantive law issues about technology and the law, as well as matters of interest to technology users.

Section 8. Webmaster. The Chair, with the consent of the Council, shall appoint a Webmaster to manage the Section’s website, domain name or names, Listserv, aliases and other related matters.

Section 9. Committees. The Chair, with the consent of the Council, shall appoint a committee to study and make reports and recommendations concerning legislation, and a committee to conduct institutes and otherwise deal with problems and subjects related to computers and technology. The Chair may appoint additional committees related to the business of the Section. The chair and members of such committees may, but need not, be Members or officers of the Council.

Section 10. Continuing Legal Education. The Council may authorize the study of any and all problems related to the field of computer law and technology, and may conduct institutes and seminars and study sessions thereon, and may authorize participation in any institute or meeting relating to such subject matters.

Section 11. Special Committees. The Council may authorize the Chair to appoint special committees from Section members, to perform such duties and exercise such powers as the Council may direct, subject to the limitations of these Bylaws and the Rules and Policy Manual of the State Bar of Texas. Special committees may be appointed to draft and study proposed legislation in the field of law of special interest to this Section.

The Chair and members of such special committees may, but need not, be members or officers of the Council. The Chair may designate to whom any special committee shall report.

ARTICLE V.
Nomination and Election of Officers and Council Members

Section 1. Nominations. The Chair-Elect, Secretary, Treasurer, and Council Members shall be nominated and elected in the manner hereinafter provided, at each annual election meeting of the Section. The Chair-Elect shall assume the office of Chair at the next annual meeting, and the Chair for the preceding year shall be the Immediate Past Chair, each to hold office until the close of the next annual meeting thereafter.

Section 2. Nominating Committee. Not less than sixty (60) days prior to each annual meeting the Chair shall appoint a Nominating Committee of four members of the Council, and the Chair-Elect, who shall serve as chair of the Nominating Committee, which committee shall make and report nominations to the Section for the offices of Chair-Elect, Secretary, Treasurer, and for Members of the Council to fill vacancies or succeed those whose terms will expire at the close of the next annual meeting. Ex-officio members of the Council may serve on the Nominating Committee. A copy of the Report of the Nominating Committee shall be submitted to the Chair of the Section in sufficient time to conform to the notice requirement of Section 4 of this Article V, and shall be presented to the Annual Meeting by the chair of the Nominating Committee. Other nominations may be made from the floor at the Annual Meeting.

Section 3. Representative Membership. The membership of the Section’s Council shall comply with such rules and regulations as promulgated by the State Bar of Texas.

Section 4. Notice. Written notice of the Nominating Committee’s Report shall be given to members of the Section not less than thirty (30) days prior to the date set for the annual meeting.

Section 5. Term of Council Members. Four members of the Council shall be elected at each annual meeting of the Section, for terms of three years beginning at the close of that annual meeting and ending at the close of the third succeeding annual meeting of the Section.

Section 6. Elections. All elections shall be made by majority vote of the voting members of the Section in attendance at the annual meeting and shall be by a show of hands unless otherwise ordered by resolution duly adopted by the Section at the meeting at which the election is held.

ARTICLE VI.
Meetings

Section 1. Annual Meeting of Section. The annual meeting of the Section shall be held at a time and place within Texas to be determined by the Council.

Section 2. Special Meetings of Section. Special meetings of the Section may be called by the Chair, with consent of the Council, at such time and place and upon such notice as the Council may determine.

Section 3. Quorum at Section Meetings. The members of the Section present at any Section meeting shall constitute a quorum for the transaction of business. Except as provided in Article VII, Section 8, all binding action of the Section shall be by a majority vote of the members present.

Section 4. Meetings of the Council. Regular meetings of the Council shall be held quarterly at such place and time as the Chair may designate. Special meetings of the Council may be called by the Chair at such place and time as the Chair may designate. The Council may participate in and hold meetings in person or, with permission of the Chair, by any electronic means through which all person participating can hear each other in real time. Participation in a meeting electronically shall constitute presence in person at such meeting for all purposes.

Section 5. Voting at Council Meetings. A majority of the officers and Members of the Council shall constitute a quorum for the transaction of business conducted pursuant to Section 4 of Article VI. Action by a majority vote of the Council present shall constitute the binding action of the Council, except as provided in Section 7 of Article VI.

Section 6. Council Voting by any Recordable Means. The Chair or member of the Council may electronically submit or cause to be submitted to the Council any motion or amendments for vote(s) so submitted, by communicating their vote thereon.

All eligible voting members of the Council may then vote, after such reasonable time for discussion, by any recordable means and the Secretary shall record in the minutes each motion so submitted,when, and at whose request same was submitted, and the vote of each member of Council and keep on file such votes.

If the votes of a majority of the members of the Council so recorded shall be in favor of such motion, such majority votes shall constitute the binding action of the Council.

ARTICLE VII.
Miscellaneous Provisions

Section 1. Fiscal Year. The Section’s Fiscal Year shall be the same as that of the State Bar of Texas.

Section 2. Payment of Bills. All bills incurred by the Section or Section Members on behalf of the Section, or authorization by the Treasurer for payment by the State Bar, shall be submitted to and approved by the Chair, if the Council shall so direct, by both of them, provided that the Treasurer may approve and pay requests for reimbursement for expenses and other expenditures previously approved by the Council without obtaining approval from the Chair.

Section 3. Limitation on Compensation. No salary or compensation shall be paid to any officer,member of the Council or member of a committee. Nevertheless, a person may be compensated for work done outside the meetings of the Council on special studies or projects, provided they have been employed by vote of the Council.

Section 4. Reimbursement for Expenses. Officers and members of the Council, ex officio members, and other persons expressly requested to attend a Council meeting shall be reimbursed for actual reasonable out-of-pocket expenses incurred in attendance at any meeting of the Council. Members of any committee shall be reimbursed for actual reasonable out-of-pocket expenses incurred in attending any meeting of the committee, provided that the Chair has approved reimbursement before or after the meeting. The amount of reimbursement shall not exceed the maximum amount of reimbursement established from time to time for meetings of the State Bar Board of Directors.

Section 5. Exerting Positions on Behalf of the State Bar of Texas. No action, policy determination, or recommendation of the Section, or any 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 approved by, the Board of Directors of the State Bar of Texas, the General Assembly of the State Bar of Texas in annual convention, or duly authorized referendum of the State Bar of Texas. Any resolution adopted or action taken by the Section may, on request of the Section, be reported by the Chair to the annual meeting of the State Bar of Texas for action thereon. No position may be taken by the Section or its members in the name of the Section that advocates or advances a political or social policy position.

Section 6. Legislative or Judicial Positions. The Section may seek the authority to present its position before a public, judicial, executive, or legislative body. The Section’s authority to take such a position shall be authorized by the Council only after written notice to all officers and Members of the Council of the proposed position to be adopted and the date at which the position will be considered by the Council. If a proposed position is adopted by the Council, all requirements and procedures set forth in the Policy Governing Legislative Action by the State Bar as adopted and from time to time amended by the State Bar Board of Directors, shall be strictly followed.

Section 7. Indemnification. Officers and Members of the Council and duly authorized committee members of the Section shall be indemnified by the Section for losses and expenses incurred as a result of a suit for any conduct in the course of their official duties not a result of intentional acts of gross negligence on the part of such person. The indemnification granted here shall extend to actions at law or in equity. Notwithstanding the provisions of the indemnification, this indemnification shall be qualified to the extent that professional liability insurance is maintained by each person and is effective in this instance, and at no time shall the amount for which any individual may seek indemnification exceed the amount of funds held on deposit by the Section.

Section 8. Amendment. These Bylawsmay be amended at anymeeting of the Section provided such proposed amendment shall first have been presented inwriting to the Chair and approved by a two-thirdsmajority of themembers of the Section present. Notice that an amendment to these Bylaws is to be considered shall be contained in the notice to the members of the Section of the meeting at which such amendment(s) are to be considered. No amendment adopted shall become effective until same shall have also been approved by the Board of Directors of the State Bar of Texas.

Approved at the State Bar of Texas Computer and Technology Section Council Meeting:
May 2,2015

Approved by the State Bar of Texas Computer and Technology Section Annual Meeting:
June, 2015

Approved by the Board of Directors of the State Bar of Texas:
___day of_______,2015