Bylaws

RESTATED BYLAWS OF THE ASIAN-PACIFIC INTEREST SECTION
OF THE STATE BAR OF TEXAS

ARTICLE I
Name and Purpose

Section 1. This section shall be known as the Asian Pacific Interest Section of the State Bar of Texas.

Section 2. The purpose of this section is to advocate the common professional interests of lawyers of Asian-Pacific Islander heritage and those having an interest in the affairs of the Asian community and the law of countries on the Pacific rim. In addition, the section seeks to utilize the legal skills of its members to promote Asian interests and concerns in both public and private forums throughout the State of Texas. Membership is open to all attorneys including those attorneys having an interest in Asian legal issues in Texas. Because of the diverse ethnic interests in Texas, the further goal of this section is to provide a forum for shared concerns which can be addressed through the utilization of the legal skills of its members. The section strives to address Texas Asian legal concerns in order to heighten public awareness of how such legal issues can affect every facet of life in Texas.


ARTICLE II
Membership

Section 1. Each member of the section must pay to the Treasurer of the section annual dues of $10.00.

Section 2. Any member of the State Bar of Texas upon request to the Secretary of the section and upon payment to the Treasurer of dues for the current year shall be enrolled as a member of this section; thereafter, dues must be paid in advance each year beginning on July 1.

Section 3. Any member of this section whose annual dues are more than six months past due ceases to be a member of this section. Enrolled members whose dues have been paid constitute the membership of this section.


ARTICLE III
Officers

Section 1. The officers of this section are as follows: Chair; Chair-Elect, Vice-Chair; Secretary; and Treasurer.

Section 2. There shall be a Council, which shall consist of the Chair, Chair-Elect, ViceChair, Secretary, and Treasurer, and all former Chairs, all of whom are members, exofficio, together with two other members to be elected by the section as provided in these bylaws.

Section 3. The Chair-Elect, Vice-Chair, Secretary, and Treasurer must be nominated and elected at each annual meeting of this section, to hold office for a term beginning at the close of the annual meeting at which they were elected, and ending at the close of the next annual meeting of the section, and until their successors have been elected and qualified. The Chair-Elect shall become Chair of the section upon election of the new Chair-Elect.

Section 4. At the organizational meeting of the section, or if none is held, then at the first annual meeting of the section, one member of the Council shall be nominated and elected to serve for one year, and one for two years (year, as herein used, meaning a term beginning at the close of the annual meeting at which they were elected and ending at the close of the first or second annual meeting of this section, respectively). Thereafter, upon the expiration of each of these initial terms, one member of the Council shall be elected at each annual meeting of the section for a term of two years beginning at the close of the annual meeting at which they were elected and ending at the close of the second succeeding annual meeting of the section.

Section 5. If any elected member of the Council fails to attend two successive meetings of the Council, the office held by that member may be filled by the Council, if a majority of the Council is in attendance on the occasion of that second successive absence, or at another meeting of the Council thereafter, determines that the member of the Council should be replaced.


ARTICLE IV
Nomination and Election of Officers

Section 1. Nominations. At the first session of each annual meeting of the section, the Chair, with the Chair-Elect, shall appoint a nominating committee of three members of the section which committee shall make and report nominations to the section for the offices of the Chair-Elect, Vice-Chair, Secretary, Treasurer, and members of Council. Other nominations for the same office may be made from the floor.

Section 2. Elections. All elections must be by written ballot unless otherwise ordered by resolution duly adopted by the section at the annual meeting at which the election is held.


ARTICLE V
Duties of Officers

Section 1. Chair. The Chair shall: (1) preside at all meetings of the section and or the Council; (2) formulate and present at each annual meeting of the State Bar of Texas a report of the work of the section for the past year; (3) perform other duties customary for the Chair.

Section 2. Chair-Elect. The Chair-Elect shall: (1) preside at all meetings of the section and or the Council; and (2) perform other duties customary for the Chair, in the event that the Chair is unavailable to act. Upon the election of a new Chair-Elect, the Chair-Elect shall become Chair of the Section. Upon the death, resignation, or during the disability of the Chair, or upon the Chair's refusal to act or resignation, the Chair-Elect shall perform the duties of the Chair for the remainder of the Chair's term except in case of the Chair's disability and then only so long as the disability continues.

Section 3. Vice-Chair. The Vice-Chair shall: (1) preside at all meetings of the section and/or the Council and (2) perform other duties customary for the Vice-Chair or such duties as authorized and directed by the Council. Upon the death, resignation, or during the disability of the Chair-Elect, or upon the Chair-Elect's refusal to act, the Vice-Chair shall perform the duties of the Chair-Elect for the remainder of the Chair-Elect's term except in case of the Chair-Elect's disability and then only so long as the disability continues.

Section 4. Secretary. The Secretary is the custodian of all books, papers, documents, funds and other property of the section. The Secretary shall keep a true record of the proceedings of all meetings of the section and the Council, whether assembled or acting under submission. The Chair, Vice-Chair, and Secretary shall prepare a summary or digest of the proceedings of the section at its annual meeting. In conjunction with the Chair and the ViceChair, the Secretary as authorized by the Council, shall attend generally to the business of the section.

Section 5. Treasurer. The Treasurer is the custodian of all financial books, papers, documents, and funds of the section. The Treasurer shall deposit the funds of the section in a separate account in any bank to be selected by the Council, generally in the city where the Treasurer resides, and shall make disbursements from funds as directed and authorized by the Council on checks signed by the Treasurer and countersigned by either the Chair or the Vice Chair. The Treasurer shall keep an accurate record of all funds appropriated to and expended for the use of the section. Alternatively, the Treasurer may
entrust the State Bar of Texas to maintain the section's funds. The Treasurer shall make the statutory reports to the State Bar of Texas as shall be required from time to time.

Section 6. The Secretary and Treasurer may be the same person at the same time. Provided, however, that such individual, if serving in both capacities, shall only have one  vote as to section or council matters.

ARTICLE VI
Duties and Powers of the Council

Section 1. The Council shall have general supervision and control of the affairs of the section subject to the rules governing the State Bar of Texas and the bylaws of this section. The Council shall authorize all commitments or contracts, which require the payment of money, and shall authorize the expenditure of all funds.

Section 2. The Council may authorize the Chair, with the Chair-Elect, to appoint committees from section members to perform duties and exercise the powers as the Council may direct, subject to the limitations of these bylaws and rules governing the State Bar of Texas.

Section 3. The Council, during the interim between annual meetings of the section, may fill vacancies in its own membership or in the offices of Secretary and Treasurer; or, in the event of a vacancy in both the office of Chair and Chair-Elect, then in the office of Chair. Members of the Council, and officers, so selected serve until the close of the next annual meeting of the section or until their successors have been elected and qualified.

Section 4. Members of the Council when personally present at meeting of the Council shall vote in person, but when absent may communicate their vote, in writing or by telephone, regarding any proposition, to the Secretary and have the vote counted with the same effect as if cast personally at the meeting.

Section 5. The Chair of the section may, and upon the request of any member of the Council shall, submit or cause to be submitted in writing, to each of the members of the Council, any proposition upon which the Council may be authorized to act, and the members of the Council may vote regarding that proposition by communicating their vote, in writing over their respective signature, to the Secretary. The Secretary shall record the vote of each member of the Council, and keep on file the written and signed votes. A vote conducted under this section of these bylaws constitutes the vote of the Council the same as if the vote was conducted under Article VI, Section 4 of the these bylaws.

Section 6. The members of the Council present or participating by telephone at any meeting shall constitute a quorum for the transaction of the Council's business.

Section 7. Written notice mailed three days prior to a Council meeting or transmitted by facsimile or electronic transmission 48 hours prior to a Council meeting constitutes adequate notice of a Council meeting.

ARTICLE VII
Meetings

Section 1. The annual meeting of the section must be held during the annual meeting of the State Bar of Texas, in the same city as the annual meeting of the State Bar of Texas, with the program and order of business as may be arranged by the Council.

Section 2. Special meetings of the section may be called by the Chair upon approval of the Council, at a time and place the Council determines, and may be designated as an annual meeting of the section if such annual meeting has not yet occurred in that year.

Section 3. The members of the section present at any meeting constitute a quorum for the transaction of business.

Section 4. A binding action of the section requires a majority vote of the members present.

Section 5. Any recommendation or declaration of the section regarding existing or proposed legislation, or regarding proposed governmental regulation or administration, in order to constitute the action of the section, must first be approved by two-thirds of the members of the Council and then be approved by a majority of the members of the section; provided that the action must also be submitted for approval to the Board of Directors of the State Bar of Texas.

ARTICLE VIII
Miscellaneous Provisions

Section 1. The fiscal year of the section is the same as that of the State Bar of Texas.

Section 2. No salary or compensation may be paid to any officer or member of this section except that reasonable actual expenses of the section's members may be reimbursed if approved by the Council.

Section 3. Members of the Council or members of the Section may participate in and hold a meeting of such Council or members by means of conference by 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 3 shall constitute presence in person at such meeting, except where a person participates in a 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 IX
Amendments

These Bylaws may be amended at any annual meeting of the section by a majority vote of the members of the section present and voting, provided each proposed amendment must have been approved by two-thirds of the members of the Council. No amendment may become effective until approved by the Board of Directors of the State Bar of Texas. These Restated By-laws adopted on August 26, 2000, subject to ratification by the Board of Directors of the State Bar of Texas.