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Proposed By Law Changes

The following resolution containing amendments to the Section bylaws is proposed for the approval of the Section Membership at the 2014 Annual Meeting of the CBA Natural Resources and Energy Law Section. 

Article IX Section IX.1 of the Section’s Bylaws provide that the Bylaws may be amended at any annual meeting of the Section by a majority vote of the members of the Section who are present and voting at that meeting.

“Be it resolved, by a vote of a majority of the Section Membership present and voting at the 2014 Annual Meeting of the CBA Natural Resources and Energy Law Section, that the Section hereby adopts the following amendments to the Bylaws of the Section.

Article III is amended by the repeal of the existing Section III.1 and the substitution in its place of the following:

III.1     OFFICERS. The Officers of this Section shall be comprised of a Chair, a Vice Chair, a Secretary, and a Treasurer.

Article III is further amended by the repeal of the existing Section III.2 and the substitution in its place of the following:

III.2     There shall be a 12-member Council of the Section, which shall consist of Chair, Vice Chair, Treasurer, Secretary, immediate past Chair of the Section, the Executive Director of the Rocky Mountain Mineral Law Foundation (“RMMLF”), the CBA’s appointee as Trustee of the RMMLF, the Section Delegate to the CBA Board of Governors, and four at-large members of the Section elected as provided in Section III.4.  All members of the Council, except the Section Delegate to the CBA Board of Governors, are entitled to vote on all issues coming before the Council.  The Section Delegate to the CBA Board of Governors shall participate in the Council as a non-voting member.

Article III is further amended by the repeal of the existing Section III.3 and the substitution in its place of the following:

III.3     At each annual meeting of the Section, the Chair, Vice Chair, Treasurer, and Secretary shall be nominated and elected in the manner provided in Article IV, for a term of one year, beginning at the close of Section’s annual meeting at which they have been elected and ending at the close of the following year’s annual meeting the following year, when their successors have been elected.  No officer shall serve more than one consecutive full term in the same office.

Article III is further amended by the addition of the following new sections:

III.1.1  CHAIR. The Chair shall: (i) preside at meetings of the Members of the Section and of the Council; (ii) appoint committees or subsections of the Section; (iii) plan and supervise the activities of the Section subject to the direction and approval of the Council; (iv) inform the Council of Section activities; (v) oversee implementation of the Section’s and Council’s decisions; (vi) appoint a Member of the Section to serve one or more one-year terms as the Legislative Liaison, who will coordinate with the CBA’s Director of Legislative Relations to inform the Members of any pending legislation pertinent to the Section; and (vii) perform such other duties and acts as may be designated by the Council.

III.1.2 VICE CHAIR. The Vice Chair shall: (i) assist in the performance of the Chair’s responsibilities in such manner and to such extent as the Chair may request; (ii) preside at meetings of the Section and the Council in the absence of the Chair; (iii) serve as the chair of the Strategic Planning Committee for the Section; (iv) perform such duties and have such powers as may be designated by the Council or the Chair. In the event the Chair is unable to perform his/her duties, the Vice Chair shall perform the duties of the Chair for the remainder of the Chair’s term or period of disability as determined by the Council.  Other members of the Strategic Planning Committee shall include, without limitation, the Secretary and the CBA appointee to Trustee of the RMMLF.

III.5     COUNCIL MEETINGS. The Council shall meet at regular meetings, on a schedule set by the Council. Special meetings may be called by the Chair or four (4) Members of the Council with 10 days written notice. Attendance in person or by telephone of six voting Council Members shall constitute a quorum for the transaction of business at any regular or special meeting. To the extent there are fewer than 11 voting Council members, the number Council members to constitute a quorum shall be adjusted proportionately to equal 50% or as close there to as possible of the number of voting Council members.  Meetings may be held by teleconference or by other electronic means. 

Article IV is amended by the repeal of the existing Section IV.1, and the substitution in its place of the following:

IV.1     At each annual meeting of the Section, one or more slates of candidates for the offices of Chair, Vice Chair, Secretary, and Treasurer, shall stand for election. Their terms in office shall commence on their election at the Annual Meeting. The Officers and Council Members-at-Large of the Section shall be elected by the Members as set out in Article IV. Thereafter, unless the slate of officers is voted out by the Section members, the Chair-Elect shall automatically succeed to the office of Chair for the next following year, and each succeeding Chair-Elect shall automatically succeed to the office of the Chair upon completion of the Chair’s term of office each year. The Treasurer shall succeed to the office of Vice Chair in the same fashion, and the Secretary shall succeed to the office of the Treasurer.  A new candidate for Secretary shall stand for election with the slate or slates of officers at each Annual Meeting.

Article VI is amended by the repeal of existing Section VI.4 and the substitution in its place of the following:

VI.4     The Council shall elect a member of the Section for an appointment as a Trustee of the RMMLF, for a single term of three years. The election of the Trustee shall be submitted for ratification by the President of the CBA as a condition of the election becoming effective.  If the Trustee fails to attend any annual meeting of the Board of Trustees of the RMMLF without authorization from the Chair, or dies, resigns, or becomes disabled, the Council may elect a replacement from the Section membership. The election of a substitute Trustee must be ratified by the President of the CBA.  Any substitute Trustee shall serve a three year term.  No Trustee may be re-elected to a consecutive term in office.  The Council may from time to time adopt additional qualifications for the office of Trustee.

Article VI is amended by the addition of the following new section:

VI.7     REMOVAL OR RESIGNATION. If any member of the Council shall fail to attend two successive meetings of the Council, and if his/her absence is not deemed excused at either meeting by a majority of the Council, then the Member's position may be deemed vacated so long as the Secretary provides notice to that Member within 15 calendar days of the second meeting that was missed. However, if any officer or other member of the Council at any time after his or her election shall resign, or cease to be a member of the Section, then his or her office may be vacated, without action other than to note such fact in the minutes of the Council meeting. In the event of a vacancy created by operation of this Article, the remaining Members of the Council shall, by majority vote, elect a member of the Section to fill such vacancy and to serve for the unexpired term of the office vacated. A Member of the Council may resign from his/her position upon submission of notice to the Secretary.

Article VIII is amended by the addition of the following new section:

VIII.3  REFERENDUM The Council may direct a referendum by mail or electronic mail ballot of the Members of the Section. A majority of the votes cast in the referendum shall determine the policy of the Section with respect to the question submitted. Such referendum shall be conducted according to the rules established by the Council.  Any resolution proposed by electronic ballot shall require the favorable or unfavorable vote, as the case may be, of  an absolute majority of the Section membership to determine the question.”