Texas Employment Lawyers Association By-Laws
(as amended through April 23, 2018)
Article I. Name and Status
The name of the Association shall be the “Texas Employment Lawyers Association,” sometimes known as “TELA.” The Association shall be a non-profit organization. The period of duration is perpetual.
Article II. Statement of Purpose
The purpose of the Association shall be to promote and protect the legal rights of employees in the State of Texas.
Article III. Membership
Section One. An attorney licensed in the State of Texas may only become a member of TELA should he or she meet the following criteria:
a. In the applicant’s employment law practice, the applicant primarily represents employees or employee representatives. “Primarily” means 70 percent or more;
b. The applicant is nominated for TELA membership by a TELA member in good standing;
c. The applicant completes an application for TELA membership and forwards that document, together with the requisite dues, to the Treasurer who then posts the application to the TELA listserv for review by the membership;
d. Should any member object to an applicant within the 14-day comment period, the applicant can only be admitted upon a majority vote of the Board of Directors.
e. The applicant agrees, under penalty of expulsion, to keep confidential all communications between fellow members regarding case selection, trial strategy, judges or other judicial officers, clients, opposing counsel, and the like. Confidential information is shared by TELA members with other TELA members for the sole and express purpose of rendering legal assistance to clients. TELA members receiving confidential information about another member’s case or client are consulting experts as that term is defined in the applicable rules of civil procedure or evidence. Thus, the information shared or developed during brainstorming, the discussion of legal strategy or issues, or the rendition of legal advice is privileged from disclosure to anyone outside the consulting experts’ group. No TELA member may waive this privilege for another member’s case or client.
Section Two. (A) By majority vote, the Board of Directors may establish associate membership criteria for law students and other classes of associate memberships.
(B) By a three-fourths vote, the Board of Directors may confer honorary memberships on such terms and conditions as the Board may impose, with due notice to the membership as a whole.
Section Three. The Board of Directors may expel, suspend, or censure any member for failure to meet or maintain membership requirements or for just cause.
Article IV. Annual Dues
Section One. Annual dues shall be set by the Board of Directors and shall be collected each year. As of January 2001, the annual dues adopted by the Board are as follows:
$50 per year if employed by a non-profit organization;
$100 per year for regular membership;
$25 per year for law students.
Section Two. The Board of Directors has the authority to change the dues structure as it deems reasonable and necessary.
Section Three. Dues for each year shall be paid not later than the last day of the preceding calendar year. If dues are not paid by February 15 of the year for which they are due, the member will be dropped from the membership rolls, and shall be required to seek admission as a new applicant. The Treasurer has the authority to allow a 60-day grace period when reasonable and necessary.
Section Four. Dues paid by a new member admitted to the Association in the last quarter of a year will be credited as dues for that year and the next.
Article V. Meetings
Section One. The members of the Association will meet personally and in general assembly at least annually at a time and location designated by the President. Except in exigent circumstances, the annual meeting shall be held in the months of May or June. If the Legislature is in session, the annual meeting shall be held in Austin, Texas, if practicable.
Section Two. The President or the Board of Directors may call a special meeting of the Association when cause exists therefore.
Section Three. Upon the call of 30 percent of the active members of the Association, a special meeting of the general membership may be called, which meeting shall be held in Austin, Texas, if practicable.
Section Four. At least 30 days’ notice of the meetings specified in Sections One and Three shall be given to the general membership.
Article VI. Elected Officers
Section One. The Elected Officers of the Association and their duties shall be:
President. The President must be a member in good standing and shall perform all duties usually pertaining to that office. In addition, the President shall preside over every general or special meeting of the Association unless absent, in which case the next highest ranking officer shall preside. The President shall call any official or special meeting as circumstances dictate, except as otherwise provided herein.
Secretary. The Secretary must be a member in good standing and shall perform all duties usually pertaining to that office. The Secretary shall keep minutes of each regular and special meeting of the organization. Minutes shall be a brief explanation of issues discussed, motions presented, and actions taken. The Secretary shall bring the organization’s minutes to each meeting along with a copy of the By-Laws. The
Secretary shall be the custodian of the Association’s By-Laws, chair the By-Laws Committee, and be responsible for any amendments physically being added to the original document, endorsing thereon the effective date of the amendment. The Secretary shall be responsible for renewing the Charter of the Association with the State of Texas during his or her term of office.
Treasurer. The Treasurer must be a member in good standing and shall perform all duties usually pertaining to that office. In addition, the Treasurer shall keep the financial and membership records of the Association, establish a repository for the Association’s funds in a reputable financial institution, collect dues from the members, periodically advise the Association of membership and pending membership status, pay the Association’s legitimate debts, and ensure the filing of all necessary tax returns. The Treasurer shall present a financial report to the members at each annual meeting, at any other time when the President requests, or at any time when five members of the Association so demand.
Section Two. From and after the election of officers in 2019, no Elected Officer may hold a particular office for more than two consecutive terms. An individual who has served as an Elected Officer in any one capacity for two consecutive terms may be re-elected to the same office previously held for another two consecutive terms, but only after an interval of at least one full term.
Section Three. If an Elected Officer becomes unwilling, ineligible or unable to serve, the Board of Directors shall promptly replace that officer for the remainder of the officer’s unexpired term.
Article VII. Board of Directors
Section One. The Board of Directors shall consist of the President, the immediate Past President (if a member in good standing of the Association), the First President (if a member in good standing of the Association), the Secretary, the Treasurer, the Communications Director, and nine at-large members in good standing.
Section Two. The Board of Directors is authorized and empowered to make all reasonable and necessary day-to-day decisions of the Association between the annual and specially called meetings; provided, however, that a decision by the Board of Directors may be overturned by a majority vote of the established quorum of members present at the annual or any specially called meeting or a majority vote of the established quorum of members voting outside the annual or any specially called meeting. Decisions by the Board of Directors may be made only after notice to all members of the Board who shall be given a reasonable opportunity to participate in the decisions.
Section Three. Notwithstanding the foregoing, the Board of Directors may not expend any sum for an item that exceeds 20 percent of the unencumbered funds on hand in the coffers of the Association without a majority vote of the Association, in accordance with the quorum requirements set forth herein.
Section Four. The Board of Directors is in perpetual meeting and no special protocol must be followed to initiate discussions of matters relevant to the Association. The Board of Directors may make decisions by majority vote of a quorum of the members of the Board.
Section Five. The terms of office for members of the Board of Directors shall run concurrently with those of Elected Officers.
Section Six. If a member of the Board of Directors becomes unwilling, ineligible, or unable to serve, the remaining members of the Board of Directors shall promptly replace that Director for the remainder of the vacating Director’s unexpired term.
Section Seven. The members of the Board of Directors shall take reasonable efforts to promptly inform the membership of matters pending before and actions taken by the Board.
Section Eight. Notwithstanding the powers granted to the Board of Directors, the Board may nevertheless put a question to the membership as a whole, which is then authorized to vote on the question within a time specified by the President. The vote by the membership must meet the quorum requirements specified in these By-Laws.
Article VIII. Nominations for Elected Officers and Directors
Section One. Between February 16 and the end of that month of each odd-numbered year, the President shall appoint a Nominating Committee which shall consist of any past President(s) in good standing willing to serve and five Association members in good standing. The Secretary, Treasurer and Communications Director shall be members ex-officio of the Committee, without voting rights.
Section Two. No later than March 30 of that year, the Nominating Committee shall, by majority vote, nominate one member of the Association in good standing for each of the three Elected Officer positions, President, Treasurer, and Secretary, and nine members in good standing for the nine positions on the Board of Directors, designated as Places 1-9. The names of the nominees for each office and board position shall be promptly announced to the membership. At least one member of the Board of Directors shall be nominated from each of the following major cities: Austin, Dallas, El Paso, Ft. Worth, Houston, and San Antonio.
Section Three. Once the Nominating Committee’s nominees are announced, other nominations for Elected Officers and Directors may be made by any Association member in good standing, provided that the nominator must specify the particular office or board position for which the nomination is made. Other nominations may be made by the membership for at least 5 days, and nominations shall close on April 5.
Article IX. Election of Officers and Directors
Section One. Voting on nominees for Elected Officers and members of the Board of Directors shall be conducted between April 6 and 13 during each odd-numbered year, and voting shall close at 6 p.m. on April 13.
Section Two. Immediately prior to the beginning of the voting period, the President shall designate a member or members in good standing to receive and tabulate the votes and shall announce the identity of the person(s) to the membership. Votes shall be cast by private electronic mail, by mail or by facsimile transmission to the designated individual(s). The designated tabulator(s) shall announce the election results no later than April 17 of each odd-numbered year.
Section Three. In order to be elected, the nominee must have received a majority of the votes cast in the election for the office or board position sought. In the event that no nominee for a particular office or position receives a majority of the votes, then a runoff voting period shall begin on April 19 and conclude at 6 p.m. on April 23, at which time the tabulator(s) shall announce the election runoff results.
Section Four. The individuals elected shall take office on the first Saturday in May. Although not necessary to make election effective, formal or ceremonial installation may occur at the Association’s annual meeting during the election year if it has not yet been held.
Section Five. For the year 2002 and until the elections of 2003, the four at-large members of the Board of Directors shall be appointed by the President and shall serve until the at-large board members elected in 2003 take office.
Article X. Committees and Necessary Officers
Section One. The Board of Directors may establish the following committees: Amicus, Legislative, Membership, Public Relations, and Web Site, each of which shall be chaired by an appointee of the President who is a member in good standing of the Association.
Section Two. The President or the Board of Directors may establish ad hoc committees, which shall be chaired by an appointee of the President who is a member in good standing of the Association.
Section Three. The President, subject to the approval of the Board of Directors, shall appoint a Communications Director whose duty it shall be to expeditiously facilitate private communication among the members of the Association and who shall exercise the additional powers granted by these By-Laws. The Communications Director shall not be bound by the term limits to which the Elected Officers are bound; provided, however, that the appointment may be overturned in the same manner that any other decision of the Board of Directors may be overturned, as provided in Article VII, § 2.
Article XI. Quorums
Unless otherwise specified in these By-Laws:
a. A quorum of the membership is 10 percent of the active membership for actions taken by the membership at the annual or any special meeting;
b. A quorum of the membership is 30 percent of the active membership for actions taken by the membership outside of the annual or any special meeting;
c. Seven members of the Board of Directors constitutes a quorum for actions taken by the Board of Directors.
Article XII. Amendments to By-Laws
Section One. Amendments to Association By-Laws may be proposed by any member in good standing.
Section Two. Once proposed, and after a second by at least two members of the Association within two days thereafter, the President shall promptly initiate discussion among the membership regarding the proposed amendment for a period of at least four, but not to exceed 14, days. During the discussion of a proposed amendment, the proposal may be changed upon proper motion and majority vote.
Section Three. After the discussion regarding the amendment, the President shall call it to a preliminary vote of the Board of Directors, allowing a minimum of two days for the votes to be cast by electronic mail, mail or fax.
Section Four. If the amendment is approved by a majority of the board members voting, the Secretary shall circulate the final, written form of the amendment to all members in good standing at least 10 days before the next general or special meeting. At that meeting, if 15 members in good standing are present, the President shall call it to a final vote. Any amendment shall pass and be adopted if it is properly circulated as provided above and approved by a majority of members in good standing present at the meeting where a final vote is called.
Section Five. In the event the proposed amendment approved by the Board of Directors is not submitted to, but is to be considered other than at the annual or any special meeting, the Secretary or some other member of the Board of Directors shall promptly circulate by mail, fax or electronic mail the final form of the amendment to all members in good standing. Once submitted, a vote shall be held over the following five-day period. Any amendment shall pass and be adopted if it is properly circulated as provided above and approved by a majority of members in good standing who participate in the vote; provided, however, that such action must meet the quorum requirements specified in Article XI(b), above.
APPROVED BY THE MEMBERSHIP the 11th day of September, 2002.
Texas Employment Lawyers Association
Margaret A. Harris, President
Brian East, Secretary
Ken Molberg, Treasurer
Michael Putman, Communications Director
[Amended by majority vote of the organization on April 16, 2006, to expand the at-large membership of the board of directors from four to eight, to provide for the election of officers and board members in even-numbered rather than odd-numbered years, and to conform the by-laws to be consistent with such changes.]
[Amended by majority vote of the organization effective March 15, 2007, to provide for the election of officers and board members in odd-numbered rather than even-numbered years, to shorten the time for voting for officers and by-laws changes, for other nonsubstantive reasons, and to provide for an honorary membership category.]
[Amended by majority vote of the organization effective August 1, 2008, to provide different process for application and objection to applicants; to expand the board by one member, and to provide that a board member will be elected from each major Texas city.]
[Amended by majority vote of the organization effective April 23, 2018, to address problems with Article VII, Section II, specifically, the requirement of mandatory turnover and prohibition of consecutive terms in the President, Secretary and Treasurer positions, even if TELA members wanted to re-elect them. The negative impacts associated with mandatory turnover had been particularly problematic in the Treasurer position, and the amendment was meant to alleviate those impacts by giving members more flexibility in the election process.]