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TCDLEI BYLAWS
(approved June 18, 2004)

ARTICLE I

Name and Purpose

Section 1. Name.

The name of this corporation shall be Texas Criminal Defense Lawyers Educational Institute, which is referred to in these by laws as the Institute.

Section 2. Purpose.

Within the general charitable and educational purposes, the specific and primary purpose of the Institute is to promote and support the administration of justice in Texas, particularly through the continuing legal education of criminal defense lawyers and staff.

ARTICLE II

Powers

Section 1.

In effectuating its purpose, the Institute shall have all powers conferred by applicable law.

Section 2.

Notwithstanding the foregoing statement of powers, the Institute shall not engage in any activities which are not in furtherance of, and limited to, the purposes set forth in Article Four of the Articles of Incorporation.

ARTICLE III

Members

Section 1. Qualifications.

The members of the Institute shall consist of duly licensed attorneys and citizens interested in the education of attorneys in criminal defense techniques. Members of the Texas Criminal Defense Lawyers Association (TCDLA) shall automatically be members of the Institute.

Section 2. Title.

The members of the Institute shall be referred to collectively as the Membership.

Section 3. Fellows

A member of the Institute becomes eligible for election as a Fellow Member by (a) making outstanding contributions to the Institute, or (b) contributing at least $1,500.00 in case or pledge to the Institute or (c) a person who has in the opinion of the Board of Texas Criminal Defense Lawyers Educational Institute made a contribution of time and effort in the furtherance of the education and training of criminal defense attorneys in the State of Texas. An affirmative vote of the majority of the Board of Directors of TCDLEI is required to elect a member as a Fellow.

Section 4. Meetings.

The membership shall meet annually and at such other times and locations as may be set by the Board of Directors.

Upon receipt of a written petition by twenty-five (25) or more members requesting a special meeting of the Membership, the Board of Directors shall call such meeting.

The Institute Chairman may call or schedule a meeting upon giving all members at least ten (10) days written notice.

Written notice of all meeting shall be sent to all members at least ten (10) days prior the date of the meeting.

The transaction of business taken at any meeting of the Membership, however called and noticed, shall be as valid as if taken at a meeting held after regular call and notice, provided a quorum is present.

The number of members present shall constitute a quorum for the transaction of business at any meeting of the Membership. Unless otherwise provided in these by laws, meetings will be conducted in accordance with Robert’s Rules of Order.

Executive sessions may be called either by a vote of the Membership or by the Chairman of the Institute.

Section 5. Voting

Each member of the Institute shall be entitled to one vote on all matters voted upon by the Membership. NO PROXY VOTING SHALL BE PERMITTED.

Except as otherwise provided, action by the Membership shall require the affirmative vote of a majority of the members present at a meeting attended by a quorum.

The method of voting, whether by voice vote, a show of hands, roll call, or by written ballots shall be at the election of the Chairman of the Institute in his/her discretion.

The Institute Chairman may initiate a vote on any matter by mail, telephone or similar means, in which case a deadline for response shall be established and a lack of response within the designated time shall be recorded as an affirmative vote. Action by such means shall require an affirmative vote of a majority of the members.

Section 6. Liabilities.

No member shall be personally liable for any indebtedness or liability for the Institute, and any and all creditors shall look only to the assets of the Institute for payment.

ARTICLE IV
Board of Directors

Section 1. Number.

There shall be a Board of Directors, referred to hereinafter as the Board. The Board shall be composed of the Chairman, the Vice Chairman, the Secretary-Treasurer, and 14 members, one from each membership area as defined in the bylaws of the Texas Criminal Defense Lawyers Association, who shall be elected for a term of three (3) years, the current President of Texas Criminal Defense Lawyers Association, the Chairman of the Criminal Defense Lawyers Project, the Immediate Past Chairman of TCDLEI and the Executive Director of the Institute Texas Criminal Defense Lawyers Association.

Section 2. Qualifications.

Each director shall be a Fellow Member of the Institute and a Sustaining Member in good standing of the Texas Criminal Defense Lawyers Association or shall be granted such status based upon his or her contributions to the education and/or furtherance of criminal defense attorneys in the State of Texas.

Section 3. Election and Term of Office.

At the annual board meeting, the Board shall elect, from the nominees proposed by the Nominating Committee, those officers for which a vacancy has occurred for the upcoming year.
Each director elected shall serve for a term of three (3) years and until his/her qualified successor shall have been elected. Notwithstanding, a member shall not be precluded from being reelected and serving more than one term.

Should the director cease to be a member in good standing of TCDLA, or if the director becomes incapacitated, during his/her term of office as director, his/her directorship shall become vacant effective with the happening of the event.

Any elected member of the Board who fails to attend three consecutive meetings without good cause may, by a majority vote of the other directors, be removed from the Board.

If a directorship becomes vacant, the Chairman shall appoint a replacement to serve during the remainder of the term for which the vacating director was elected with approval of a majority of a quorum at the next meeting of the board.

The current President of the Texas Criminal Defense Lawyers Association and the Chairman of the Criminal Defense Lawyers Project shall be ex-officio non-voting members of the Board.

Directors from membership areas 1 - West Texas, 4 – North Texas, 7 – Northeast Texas, 10 – Bexar County, and 13 – Gulf Coast, shall stand for reelection in 2005 and every third year thereafter; directors from membership areas 2- Permian Basin, 5 – Tarrant County, 8 – Central Texas, 11 – South Central Texas and 14 – Harris County shall stand for reelection in 2006 and every third year thereafter; directors from membership areas 3 – Panhandle, 6 – Dallas County, 9 – Travis County, and 12 – South Texas shall stand for reelection in 2007 an every third year thereafter.

Section 4. Authority.

The Board shall have the authority to manage the business and financial affairs of the Institute, including all lawful powers necessary, expedient and appropriate to:

Select an Executive Director in accordance with Article V.

Select and remove all employees of the Institute, prescribe their duties and responsibilities, fix their compensation, and delegate all or any part of such authority to the Executive Director.

Create special Project Committees and Ad Hoc Committees in accordance with Article VI.

Approve the publication and dissemination of any report or other document prepared by any component body of the Institute, except where such approval is the responsibility of the Membership.

Approve the selection of all contractors of the Institute in accordance with Article VIII.

Section 5. Meetings.

The Board shall meet annually and as often, at such locations, on such dates, and upon such notice as it deems necessary and appropriate.

FIVE of the members of the Board, including officers shall constitute a quorum for the transaction of business.

Executive sessions may be called either by a vote of the Board or by the Institute Chairman.

Minutes of the meetings of the Board shall be available to all members of the Board and the Membership.

Section 6. Voting.

Each member of the Board shall have one vote on every matter voted on by the Board. No proxy voting shall be permitted.

Action by the Board shall require the affirmative vote of a majority of the members at the meeting attended by a quorum. The method of voting shall be at the discretion of the Institute Chairmen.

The Institute Chairman may initiate a Vote on any matter coming before the Board by mail, telephone or similar means, in which event a deadline for response shall be fixed and a lack of response within the designated time shall be recorded as an affirmative vote. Approval of any action by such means of voting shall require the affirmative vote of a majority of the members of the Board.

ARTICLE V.
Officers

Section 1. Number, title and qualifications.

The officers of the Institute shall be those designated below:

Number and Title. There shall be a Chair, a Vice Chair and a Secretary-Treasurer.

Qualifications. The Chairman, Vice Chairman, and Secretary-Treasurer shall be Fellow Members of the Institute and Sustaining Members in good standing of the Texas Criminal Defense Lawyers Association or shall be granted such status based upon his or her contributions of time and effort to the education and/or the furtherance of education and training of criminal defense attorneys in the State of Texas, by the Board of Directors, of TCDLEI.

Section 2. Chairman.

Election. At the annual meeting of the Board and at each third annual meeting thereafter, a Chairman of the Institute shall be elected by the Board for a period of three (3) years and until the qualified successor Chairman is elected. Should the Chairman resign or be unable to continue in office, his/her duties and responsibilities shall be assumed by the Vice Chairman of the Institute until a qualified Chairman is elected at the next annual meeting of the Board.

Authority and responsibilities. The Institute Chairman shall preside at meetings of the Membership and the Board, performing the usual duties of the presiding officer at such meetings. The Chairman shall be the official representative of the Institute when the Institute is to be represented, unless the Board, by a majority vote, shall designate some other member(s) or officer(s) to serve in such capacity. Where authorized, the Chairman shall, with the approval of he Board, appoint individuals to committees to serve at the pleasure of the Board.

Section 3. Vice Chairman.

Election. At the annual meeting of the Board and at each third annual meeting thereafter, a Vice Chairman of the Institute shall be elected by the Board for a period of three (3) years and until the qualified successor Vice Chairman in elected. Should the Vice Chairman resign or be unable to continue in office the Board may designate of their members to serve as Vice Chairman I until a qualified Vice Chairman is elected at the next annual meeting of the Board.

Authority and responsibilities. The Secretary-Treasurer, with such staff assistance as the Board shall deem appropriate to provide, shall perform all duties requisite of the secretary and treasurer of a corporation, including, but not limited to:

Keep the minutes of the meetings of the Membership and Board.

Maintain custody and supervision of the records and the books of the Institute.

Maintain custody of the official seal of the Institute, with authority to affix it to the documents of the Institute and to attest to the same.

Receive the property and funds due and belonging to the Institute, exercising custody of all funds, securities, and title documents, and depositing the same in depositories that are prescribed by the Board.

Sign all checks, drafts, and such other orders upon the accounts of the Institute, unless such duty shall be delegated to other officers or agents designated by the Board.

Keeping regular and correct accounts which shall be submitted to the Board and Membership when request therefore is made.

Give such bonds for the faithful performance of the duties as the Board may deem necessary, the cost for which shall be paid by the Institute.

Maintain the records concerning the membership areas of each elected board member, the term of each elected board member, and when each elected board members term is completed or schedules for reelection.

Section 5. Executive Director

Selection and term of office. An Executive Director shall be selected and appointed by the Board for the term to be determined by the Board. His/her term may be extended from time to time, and he/she may be removed for cause by the Board.

Authority and responsibilities. The Executive Director shall be the chief executive officer of the Institute, having al powers and performing all duties appropriate to the capacity and as may be further designated by the Board. Generally, he/she shall perform all acts and have all powers required or authorized by law for the chief executive officer of a corporation, including the signing or verifying of all documents required by law. He/she shall exercise such authority over the selection, employment, compensation and direction of the staff of the Institute as may be delegated to him/her by the Board.

The Executive Director shall be allowed to bring to meetings such members of his or her staff necessary to assist him or her in the execution of his or her duties. Said members of staff will have no voting rights in any meeting.

Section 6. Deputy Director(s).

The Board may select and appoint one or more Deputy Directors necessary to the conduct of the Institutes business with the approval of a majority of the Board of Directors. Such Deputy Director(s) shall be placed under the general supervision of the Executive Director with responsibilities and duties, including, but not limited to:

The discharge, with the approval of the Board shall select and appoint one or more Deputy Directors necessary to the conduct of the Institute’s business. Such Deputy Director(s) shall be placed under the general supervision of the Executive Director with responsibilities and duties, including but not limited to:

Performing all acts within his/her area of expertise as may be fixed by the Board or the Executive Director.

Section 7. Compensation of Officers.

The Chairman, Vice Chairman, and Secretary-Treasurer shall receive no compensation for their services as officers of the Institute, but shall be entitled to reimbursement for their expenses and to a per diem allowance for attendance at official meetings of and official functions for the Institute.

The Executive Director, Deputy Director(s) if any, and all other employees of the Institute shall receive such compensation and other benefits as the Board may determine and, additionally, shall be entitled to reimbursement of expenses and to a per diem allowance for attendance at official meetings of and official functions for the Institute under a policy established by the Board.

ARTICLE V.
Committees

Section 1. Purpose.

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

Section 2. Establishment.

Standing Committees shall be established by the Board to recommend policy guidance to the Membership or Board of matters relevant to the Institute.

Project Committees may be established by the Board to conduct each individual project initiated by the Institute.

Ad Hoc Committees may be established by the Board, or under its direction, from time to time to assist in the operation of the business of the Institute.

Standing Committees

Section 1. Composition.

Each Standing Committee shall be composed of three (3) members of the Membership and/or such other persons as may be deemed appropriate to provide expertise in the area of the committee’s operation. At the time a Standing Committee is activated, the Institute Chairman shall, with the approval of the Board, appoint all members of the committee which shall serve a term of one (1) year. Thereafter, each Institute Chairman shall, with the approval of the Board, appoint three (3) members of the Membership and/or such other persons as may be deemed appropriate for a term of three (3) years. Each Institute Chairman shall name, form the persons appointed, one to serve as chairman of the committee for a term of one (1) year.

Section 2. Meetings and Activities.

Standing Committees shall establish their own business procedures and schedules of meetings with advise and consent of the institute Chairman. No alternative representation or proxy voting at Standing Committee meetings shall be permitted. The Committee may, with the approval of the Institute Chairman, create such Ad Hoc Committees or subcommittees when deemed appropriate to the conduct of the committee’s business. Standing Committees shall make such formal or informal reports as they deem necessary or as may be requested by the membership or Board. Chairman of Standing Committees shall attend such meetings of the Board as the Institute Chairman may request.

Section 3. Consultants.

With the approval of the Board, a Standing Committee may retain a consultant to provide legal, technical, or other assistance not available from the staff of the Institute.

Section 4. Compensation.

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

Section 5. Activation or Dissolution.

A Standing Committee may be activated or an established Standing Committee may be dissolved by a vote of two-thirds of the Board present at a meeting attended by a quorum of the Board.

Section 6. Initial Standing Committees.

The following committees shall be authorized as Standing Committees:

Continuing Legal Education Committee. The purpose and function of the committee shall be to formulate, subject to the approval of the Board, a program for the ongoing education of the criminal defense lawyers and their staff in this State in all matters touching on the administration of criminal justice.

Funding Committee. The purpose and function of this committee shall be to investigate sources of funding and, subject to the approval of the board, to formulate for execution a program toward securing funding in furtherance of achieving the purpose of the Institute.

Nominating Committee. The purpose and function of this committee shall be to select from among the Membership nominees for officers and directors of the Institute.

Executive Committee. This committee shall be composed of the Institute Chairman, the Vice-Chairman, the Secretary-Treasurer, the Executive Director, the Immediate Past Chairman of the Institute, and three directors. The current President of TCDLA and the Chairman of the Criminal Defense Lawyers’ Project may attend all meetings of the Executive Committee. The purpose and function of this committee shall be as follows:

To have regularly scheduled meetings at least three (3) times annually;
To set policy for the organization;
To advise and consent to the normal day to day operations of the organization;
To consult with the Executive Director concerning the needs and requirements of the organization;
To make decisions concerning various normal operating functions and policies of the organization;
To make recommendations to the Membership, for their consideration concerning, projects, funding, grants, scholarships, or other internal matters.

Project Committees

Section 1. Establishment.

Project Committees may be established by approval of the Board for a specific project that is being considered by the Board.

Section 2. Composition.

Members of a Project Committee and its chairman may be appointed by the Institute Chairman with the approval of the Board. The Institute Chairman shall appoint to each Project Committee such members from the Membership and other qualified persons deemed appropriate to provide the expertise and experience necessary for the successful conduct of the project for which the committee is responsible. Project Committees may be appointed upon the approval of a majority of the Board at a scheduled meeting.

Section 3. Meetings and Activities.

Each Project Committee, if established, shall establish its own business procedures and schedule of meetings with the advise and consent of the Institute Chairman.

Each Project Committee, if established, shall submit a progress report at each meeting of the Board and these reports shall be embodied in the minutes of the meeting. In addition, the committee shall make such formal or informal reports to the board or Membership assist deems necessary or as may be requested. Each chairman of a Project Committee shall when requested, attend the meetings of the Board and the Membership.

Each Project Committee, if established, shall prepare a final technical report on its project. The report shall contain a full description of the project, the findings and conclusions of the committee, recommendations arising from the findings and, where appropriate, a section discussing the implementation of the project activity. Upon consideration and recommendation by the Board, such reports may be approved by the Institute Chairman for publication to the Membership. Technical reports shall contain, in a prominent place, a disclaimer of intent to establish by publication and dissemination of the report a formal policy statement of the Institute.

Ad Hoc Committees and subcommittees may be formed by the committee where deemed appropriate to conduct the business of the committee.

Section 4. Selection of Contractors.

The selection of contractors shall be based on project committee recommendations, but the Board shall make the final selection of all contractors, Contractors selected shall report to, and be directed by, the Board.

Section 5. Dissolution.

Each Project Committee shall be dissolved upon completion of its assigned project and the approval of its final report on the project.

Ad Hoc Committees

Section 1. Composition.

Ad Hoc Committees may be established from time to time for a particular purpose shall be composed of such members of the Membership and other persons a may be appointed by the Institute Chairman, who shall name the chairman of the committee.

Section 2. Meetings and Activities.

Each Ad Hoc Committee shall establish its own business procedures and schedule of meetings, with the advice and consent of the Institute Chairman, for the accomplishment of the purpose for which it was formed.

Section 3. Dissolution.

Each Ad Hoc Committee shall be dissolved upon completion of the purpose for which it was formed.

ARTICLE VII
Initiation of Individual Projects

Section 1. Proposal of Project.

Proposals for the initiation of projects to be undertaken by the Institute may be submitted to the Board by any member of the Institute, any State official, any public or private agency, or any component body of the Institute.

Section 2. Consideration and action by the Board.

Upon receipt of a new project proposal, the board may direct the Executive Director to prepare the proposal in a standardized form approved by the board, summarizing the goals and objectives of the proposed project and including a preliminary description of the methods and techniques to be employed and a preliminary budget estimate. In such an event, the Executive Director shall make a recommendation to the Board concerning (1) whether the proposal is within the scope of the Institute’s authorized activities and (2) whether the project qualifies as an interim project as provide in Section 5, of this Article.

The Board may, by a vote of a majority of its members present at a regularly scheduled meeting, declare a project to be not within the scope of the purpose of the Institute. In that event no further action will be required unless notification to the Membership is deemed appropriate.

If the Board votes to report a project to the Membership, the Institute Chairman shall direct he Executive Director to prepare the proposal in the appropriate form.

Section 3. Action by the Board.

If, in the exercise of its authority, the Board approves a project, the Board ay set policies for the conduct of the project or may delegate that authority to the Executive Director.

Section 4. Final action.

Upon approval of a project by the Board, the Chairman shall direct the Executive Director to prepare the proposal in final form, to negotiate with the Board or others for funding of the project, and to prepare the formal grant application. The Executive Director shall prepare a monitoring and evaluation plan to be incorporated in the grant application to assure that the project is carried out in accordance with the policies and objectives of the Institute. The grant application, final budget, and final project plans shall be approved by the Board. Such authority may be delegated by the Board to the Executive Director or to the chairman of the Project Committee charged with the conduct of the project. Such delegation of authority shall be specific in each case and shall not constitute a general delegation for the Board’s authority.

Section 5. Interim projects.

Authority. Pursuant to Article III, Section 3b, there is granted, and the Board shall have, authority to approve interim projects.

Definition. An interim project is one which, in the opinion of the Board, is within the scope of the purpose of the institute and can be initiated and substantially completed before the next meeting of the Board.

Initiation. An interim project may be proposed by the Board by any member of the Institute, any State official, any public or private agency, or any component body of the Institute.

Action. The initiation of an interim project shall require the same action as is required for regular projects except that prior approval of the Board shall not be required.

ARTICLE VIII
Contractor Selection

Section 1. Competitive Bids.

All contractors retained to perform work for the Institute or any of its component bodies shall be selected, to the maximum extent feasible, through a formal procedure of inviting and evaluating bids from as many qualified contractors as possible, with the view toward obtaining the maximum competition feasible under the circumstances.

Section 2. Noncompetitive Bids.

Noncompetitive or sole source awards of contracts shall be made only where the circumstances do not permit any form of competition.

ARTICLE IX
Nominations and Elections

Section 1.

Before the call of each annual meeting of the Board, the Nominating Committee shall meet and nominate one person of the offices are becoming vacant for the upcoming year. In considering nominees for the position of director, attention shall be given to maintaining on the Board representation from all areas of the State. Immediately following the meeting, a list of the nominees shall be furnished to the Institute Chairman.

Section 2.

The list of the nominees shall be made known to the Board at the time of the call of the annual board meeting.

Section 3.

At the annual board meeting, there shall be placed in nomination those nominees selected by the Nominating Committee.

Section 4.

All elections shall be conducted at the annual meeting of the Board, and each nominee receiving a simple majority of the vote at said annual meeting shall be elected to the office to which he or she was nominated.

ARTICLE X
Conflict of Interest and Ethical Standards

Section 1. Conflict of Interest

Any member of the Institute or of its component bodies having the right to vote shall be disqualified from voting on any matter in which, or where, he has a financial interest.

Section 2. Ethical Standards.

Any member of the Institute or of its component bodies having the right to vote shall disclose to the decision making body any past, current, or prospective association, personal, financial, or otherwise, if in his/her opinion such association may unduly influence his/her decision. Moreover, it shall be the policy that all employees shall be guided by this standard in making recommendation upon which any decision will be reached.

ARTICLE XI
Offices

Section 1. Principal Office.

The principal office for the transaction of the business of the Institute is hereby located at 1701 Nueces Street, in the City of Austin, County of Travis, State of Texas. The Board shall have full power an authority to change the principal office from one location to another in said County.

Section 2. Other offices.

Branch or subordinate offices may be established at any time the Board at any place or places where the Institute is qualified to conduct its affairs.

ARTICLE XII
Amendment

These by laws may be amended by:

The written consent of two-thirds of the Board; or

Two-thirds of the directors present and voting at an annual board meeting attended by a quorum; or

Two-thirds of the directors present and voting at a board meeting called for that purpose at which quorum is present.