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Section ByLaws

 Section Bylaws
(August 27th, 2009)

ARTICLE I

Name and Purpose  

Section A. This Section shall be known as the Environmental Law Section of the Colorado Bar Association ("Section"). 

Section B.  The purpose of the Section shall be to promote the goals of the Colorado Bar Association ("CBA") within the area of environmental law, further the continuing legal education of and cooperation among the Section's members in the practice of environmental law, and create a better understanding of environmental law and practice among the CBA's members and the general public.

ARTICLE II 

Membership 

Section A. Each member of the Section shall pay annual Section membership dues to the CBA in an amount to be determined by the Section's Advisory Council from time to time. Any member of the CBA, upon request to the Executive Secretary of the CBA and upon payment of Section membership dues for the current fiscal year, shall be enrolled as a member of the Section. Thereafter, annual Section membership dues shall be paid each fiscal year, beginning on the July 1st next succeeding such enrollment. Any Section member whose annual dues have not been paid before October 1st shall automatically be disenrolled as a member of the Section. Members so enrolled and whose dues are so paid shall constitute the membership of the Section.

ARTICLE III 

Officers 

Section A. The officers of the Section shall be the Chair, Vice-Chair and Secretary-Treasurer. 

Section B. There shall be an Advisory Council of the Section (Council), which shall consist of: Chair; Vice-Chair; Secretary-Treasurer; immediate past Chair of the Section; and no fewer than twelve nor more than fifteen at-large members of the Section elected as provided in Section III.D 

Section C.  At each Annual Meeting of the Section, or if no Annual Meeting is held, at the May luncheon (the Annual Meeting or May luncheon shall be referred to as the “Annual Meeting” in these Bylaws), the Chair, Vice-Chair and Secretary-Treasurer of the Section shall be nominated and elected, in the manner provided in Article IV, for a term of one year, beginning on July 1. No officer shall serve more than one consecutive full term in the same office. 

Section D.  The at-large Council members shall each serve for a three-year term except as otherwise provided herein. New members of the Council shall be elected at each Annual Meeting of the Section, their terms beginning on July 1.  No at-large Council member may serve more than two consecutive full (3-year) terms as a member of the Council.

ARTICLE IV 

Nomination and Election of Officers and Council Members 

Section A.  Nominations. At each Annual Meeting of the Section, the Council shall report its nominations for the offices of Chair, Vice-Chair and Secretary-Treasurer, and for new members of the Council to succeed those Council members whose terms will expire on June 30 of that year. The nominations shall take into account the diverse composition of the Section so that all members may recognize that their interests are given attention in the selection of officers and in the conduct of the Section’s affairs.  Other nominations for any or all of the same offices or Council positions may be made by any member of the Section from the floor. 

Section B.  Elections. All Section officer and Council member elections shall be by oral vote, unless otherwise provided by vote of the Section's members at the Annual Meeting at which the election is held. 

Section C.  Alternatively, upon approval of the Council, the report for the Council’s nominations shall be mailed or delivered by electronic mail to the last known address or electronic mail address of all members of the Section, as reflected by the records of the CBA, no later than May 1.  If any member of the Section desires an alternative slate of candidates for officers (“Alternative Slate”), such member may submit a signed petition for an Alternative Slate by May 15.  If the Secretary-Treasurer does not receive a duly signed petition for an Alternative Slate by May 15, the Council’s nominations shall be declared elected.  If a duly signed petition for an Alternative Slate is received by the Secretary-Treasurer by May 15, he or she shall conduct an election.  The Secretary-Treasurer shall deliver ballots by United States mail or electronic mail to the last known addresses or electronic mail addresses of all members of the Section, as reflected by the records of the CBA no later June 1.  The members of the Section shall be instructed to return their ballots to the Secretary-Treasurer (by such reasonable means as the Secretary-Treasurer shall determine) no later than June 15.  The Secretary-Treasurer shall count all ballots received by June 15 as soon thereafter as reasonably practicable, and the slate receiving the most votes of such ballots shall be declared elected.  For any elections under this Article IV, the Chair may direct the Secretary-Treasurer to utilize e-mail balloting under Section D of Article VII.

ARTICLE V 

Duties and Powers of Officers 

Section A.  Chair. The Chair shall: preside at all Section and Council meetings; formulate and present at each annual Section meeting, or during the Section's meeting at the CBA's annual convention, a report of the work of the Section for the preceding fiscal year; and perform such other duties and acts as usually pertain to that office. 

Section B.  Vice-Chair. Upon the Chair's death or resignation, the Vice-Chair shall perform the duties of the Chair for the balance of the Chair's term. During the disability or absence of the Chair, the Vice-Chair shall perform the duties of the Chair while such disability or absence continues. 

Section C.  Secretary-Treasurer. The Secretary-Treasurer shall coordinate with the CBA staff concerning custody and maintenance of all books, papers, documents and other property of the Section. All Section money shall be deposited in the Section's CBA account. The Secretary-Treasurer shall also keep a true record of the Section's annual and special meetings, as well as all Council meetings, and shall, with the assistance of CBA staff, keep an accurate and up-to-date record of all Section income, expenditures and other financial transactions. 

ARTICLE VI 

Duties and Powers of the Council 

Section A.  The Council shall have general supervision and control of the affairs of the Section, subject to the Constitution and Bylaws of the CBA and Bylaws of the Section. It shall authorize all Section commitments and contracts requiring the payment of Section money and shall authorize the expenditure of all Section moneys for the Section's use or benefit. Unless otherwise approved by the CBA on a short-term emergency basis, it shall not authorize commitments or contracts which would result in a deficit balance in the Section's CBA account. 

Section B.  Subject to these Bylaws and the Bylaws of the CBA, the Council may authorize the Chair to appoint one or more committees from among the Section's members to perform such duties and exercise such powers as the Council may direct. 

Section C.  Between Annual Meetings of the Section, the Council may fill any at-large Council member vacancy, as well as any vacancy in the offices of Secretary-Treasurer, Vice-Chair or Chair. Any person selected by the Council to fill an at-large Council member or officer vacancy shall serve the balance of the unexpired term of that position. Anyone filling the unexpired term of an at-large Council member or officer shall not be prohibited from serving consecutive full terms in that same position as provided in Articles III and IV. 

Section D.  Nine Council members shall constitute a quorum of the Council. All binding action of the Council shall be by a majority vote of a quorum of the Council members.  A vote of the Council members may be taken during any annual, regular, or special meeting of the Council, and a vote of the Council may also be taken via e-mail communications.  A "meeting" for purposes of this Article VI, section D shall include meetings during which Council members are physically present or are present via telephone conference or e-mail communications.  Nothing in these by-laws shall prevent the Council from discussing or voting on section business solely via teleconference or e-mail communications.

ARTICLE VII 

Section Meetings 

Section A.  The Annual Meeting of the Section shall be held in May. At least seven days' prior written notice of the Annual Meeting shall be given to the Section's members. The Annual Meeting also shall include such other program(s) and business as may be approved by the Council and stated in the notice of that meeting. 

Section B.  Regular and Special meetings of the Section may be called by the Chair upon approval of the Council and at such time and place as the Council may determine. Notice of such meetings shall be provided in writing or via electronic media no less than seven days prior to such meeting unless the Council votes to waive the requirement of notice.
Section C.  The members of the Section present at any Section meeting shall constitute a quorum for the transaction of the Section's business. 

Section D.  All binding action of the Section shall be by a majority vote of those Section members present and voting at a Section meeting.  Alternatively, upon approval of the Council, the members of the Section may vote by e-mail balloting as provided in this Section D.  The Secretary-Treasurer shall cause a ballot to be prepared which states the questions to be presented for a vote or, as the case may be, identifies the candidates standing for office, and which states the date and means by which the ballot must be returned in order to be counted.  The form of the ballot shall be submitted to the Chair for review.  Upon approval of the ballot form by the Chair, the Secretary-Treasurer shall cause the ballot to be distributed by electronic mail to all members of the Section as reflected in the records of the CBA.  The Secretary-Treasurer shall review, validate and tally all ballots timely returned and certify the results of the balloting to the Chair.  Unless otherwise provided by these Bylaws, the decision of the members shall be determined by majority vote of the ballots validated by the Secretary-Treasurer.  The only grounds upon which a ballot may be invalidated are:  (1) failure to complete or return the ballot in conformity with the instructions stated thereon; (b) illegibility; or (c) ineligibility of the voter.  The results of e-mail balloting shall be incontestable after 30 days from certification of such results by the Secretary-Treasurer.  The Section shall have full authority to regulate electronic mail balloting in any manner consistent with these Bylaws.

ARTICLE VIII 

Miscellaneous Provisions 

Section A. The fiscal year of the Section shall be the same as that of the CBA. 

Section B. All bills incurred by the Section, before being forwarded to the CBA's Treasurer for payment, shall be approved by an officer of the Section or, if the Council shall so direct, by any two of them. 

Section C.  No salary or compensation shall be paid to any Section officer, Council member or member of a committee.

ARTICLE IX 

Amendments 

Section A.  These Bylaws may be amended at any annual, regular or special meeting of the Section by a majority vote of the members of the Section present and voting at that meeting, except at meetings for which the notice requirement has been waived, or by e-mail balloting.
 
CERTIFICATE 

These Bylaws of the Environmental Law Section, Colorado Bar Association, were duly approved as amended this ____ day of __________, _____ at the ______ meeting of the Environmental Law Section held in Denver, Colorado.

Joseph B. Dischinger, Chair
ATTEST:

Michelle Marcu, Vice-Chair 

Signature Page posted 2.8.2010