Bylaws of the Amarillo Area Bar Association

AMENDED AND RESTATED BYLAWS

AMARILLO AREA BAR ASSOCIATION

ARTICLE ONE

Purpose.

Amarillo Area Bar Association, hereinafter called “the Association,” a Texas non-profit Corporation, is organized for the primary purpose of improving the legal profession and the legal community in the Amarillo, Texas area, including, but not limited to the maintenance of a high degree of professional service and responsibility to the public, advancement of professional interests of persons licensed to practice law, advancement of justice and the science of jurisprudence, preservation of high standards of integrity, honor and courtesy in the legal profession, and improvement of relations among the judiciary, the legal profession, and the community.

ARTICLE TWO

Section 2.1 Classes of Membership.

The Association shall be comprised of three classes of membership, to wit: Regular, Associate, and Honorary.

Section 2.2 Requirements for Membership.

A. Regular.

Persons who are licensed to practice law in the State of Texas, who are members in good standing of the State Bar of Texas, and who either reside or maintain a regular office within the northernmost twenty-six counties of Panhandle of Texas shall be eligible to apply for Regular membership in the Association.

B. Associate.

Persons who are not licensed to practice law in the State of Texas, but are licensed to practice law in another State of the United States or in the District of Columbia, who are members in good standing within such jurisdiction, and who either reside or maintain a regular office within the northernmost twenty-six counties of the Panhandle of Texas shall be eligible to apply for Associate membership in the Association.

C. Honorary.

Persons who, in the opinion of the Executive Committee, have made outstanding contributions to the administration of justice or the advancement of the legal profession may be elected to Honorary membership in the Association.

Section 2.3 Membership Application and Election.

A. Persons desiring to apply for Regular or Associate membership in the Association shall submit an application to the Executive Committee which shall contain the name of the applicant, a statement as to his residence or the place where he maintains his regular office, and a statement as to the jurisdiction in which he is licensed to practice law, that he is a member in good standing with such jurisdiction, and, in the case of Regular membership, setting forth his State Bar of Texas bar card number. If the Executive Committee determines that the application meets the qualifications for membership in the Association as set forth in Section 2.2 (A) or (B), above, the Executive Committee shall submit the application to the Regular membership for a vote at its next regular meeting. An applicant shall be elected to Regular or Associate membership upon receipt of the affirmative vote of a majority of the Regular members present and voting at such meeting.

B. The Executive Committee may nominate persons to be considered for Honorary membership in the Association. Nomination of such persons shall be submitted to the Regular membership for a vote at a regular meeting of the membership. A nominee shall be elected to honorary membership upon receipt of the affirmative vote of two-thirds (2/3) of the Regular members present and voting at such meeting.

Section 2.4 Dues.

Annual dues of the Association are due and payable on or before October 1 in each calendar year. The amount of annual dues shall be set by the Executive Committee. Regular members who are seventy (70) years of age or over, and Honorary members shall be exempt from the payment of dues.

Section 2.5 Termination of Membership.

Membership in the Association may be terminated in any of the following ways:

A. Resignations Submitted by the Member.

B. Delinquency in the Payment of Dues.

The membership of any Regular or Associate member may be terminated by the Executive Committee when such member is three (3) months, or more, delinquent in the payment of dues, and after such member has been given ten (10) days’ written notice of such delinquency. Said written notice shall be sent as soon as practicable after January 1.

C. Expulsion by the Membership.

Upon recommendation by the Executive Committee and the receipt of the affirmative vote of three-fourths (3/4) of the Regular members present and voting at any regular meeting of the membership, any member may be expelled from the Association.

D. Failure to meet Qualifications.

The membership of any Regular or Associate member shall automatically terminate if such member ceases to meet the qualifications for membership set forth in Section 2.2 (A) or (B), above.

Section 2.6 Readmission.

Persons whose membership in the Association has terminated may be readmitted to the Association in the same manner by following the same procedures as prescribed herein for the admission of new members.

Section 2.7 Notices.

Notice of all matters relating to the admission of new members which are to be voted upon by the Regular members of the Association shall be made, in writing, and shall be mailed to all Regular members of the Association at least three (3) days prior to the meeting at which such matters are to be considered. By majority vote at such meeting, the matters may be continued to the next regular meeting of the membership without further notice.

Section 2.8 Voting Rights.

Only Regular members of the Association shall be entitled to vote upon any matter.

ARTICLE THREE

Section 3.1 Regular Meetings.

Regular meetings of the Association shall be held during each month except the months of June, July and August. Meetings shall be held at such times and places as may be established by the Executive Committee.

Section 3.2 Special Meetings.

Special meetings of the Association may be called by the President on his own motion, and special meetings shall be called by the President at the request of the Executive Committee or at the request of twenty-five (25), or more, Regular members of the Association.

Section 3.3 Quorum.

A quorum at any regular or special meeting shall consist of one-sixth (1/6) of the Regular members of the Association. Once a quorum has been constituted at a meeting, it may not be broken by the subsequent absence of members from such meeting at which a quorum was constituted.

Section 3.4 Proceedings.

Proceedings at all meetings of the membership shall be governed by Roberts Rules of Order except as may be otherwise provided by rules and regulations adopted by the membership of the Association.

ARTICLE FOUR

Section 4.1 Executive Committee.

A. Composition of Executive Committee.

The affairs of the Association shall be managed and controlled by an Executive Committee comprised of the President, the President-Elect, the immediate Past President, the Vice-President, the Secretary-Treasurer, the AAYLA (Amarillo Area Young Lawyers Association) President and the six Directors of the Association. All members of the Executive Committee shall be entitled to vote at Executive Committee meetings.

B. Executive Committee Action Between Association Meetings.

The Executive Committee shall have and exercise the full authority of the Association in the management of the Association between meetings of the Association. In the event that time sensitive issues and/or emergency situations arise, a good faith effort shall be made to convene an emergency meeting of the Association with a quorum being present. In the event that it is not possible or practical to convene such a meeting, the Executive Committee shall take any action deemed to be in the Association’s best interest. All such actions taken by the Executive Committee will be presented to the Association at the next regularly scheduled meeting.

C. Executive Committee Action Without Meeting.

If circumstances necessitate Executive Committee action between Executive Committee meetings or it is not practical to convene a meeting of the Executive Committee with a quorum being present, the Executive Committee may act without a meeting if a majority vote consenting to any proposed action is obtained by phone or e-mail. Any such actions taken by the Executive Committee shall be presented to the Executive Committee at its next regularly scheduled meeting. Any action taken in this manner will have the same force and effect as an affirmative vote taken at a meeting of the entire Executive Committee.

Section 4.2 Directors.

The Association shall elect six (6) Directors from the Regular members. Each year three (3) of the six Directors shall be elected at the regular April meeting of the Association. Each Director shall serve a term of two (2) years, beginning on the first day of June next following his election and continuing until his successor has been duly elected and has taken office. Should any Director resign or otherwise cease to serve prior to the expiration of the term for which he was elected, the vacancy created thereby shall be filled by a majority of the remaining members of the Executive Committee from the Regular members of the Association, and such substitute Director shall serve for the remainder of the unexpired term of the Director whose vacancy was thus filled.

Section 4.3 Officers.

The officers of the Association shall be the President, the President-Elect, the Vice-President and the Secretary-Treasurer.

A. The President-Elect, the Vice-President, and the Secretary-Treasurer shall be elected by the membership at the regular meeting of the Association to be held during the month of April each year.

B. The President shall hold office for a term of one (1) year, beginning on June 1 and ending May 31 of the next year, or until his successor takes office. The President shall preside over meetings of the Association and of the Executive Committee. The President shall supervise the affairs of the Association and represent the Association or appoint special committees to represent the Association in matters requiring such representation.

C. The President-Elect shall hold office for a term of one (1) year beginning on June 1 next following his election, and shall serve through May 31 of the next year, at which time he shall succeed to the office of President of the Association. In the absence or inability of the President to act as such, the President-Elect shall exercise all of the powers and duties of the President. In addition, the President-Elect shall perform such duties as may be assigned to him by the President or by the Executive Committee.

D. The Vice-President shall hold office for a term of one (1) year, beginning on June 1 next following his election, and shall serve through May 31 of the next year, or until his successor is duly elected and takes office. In the absence or inability of the President to act as such and in the further absence or inability of the President-Elect to act in the place of the President, the Vice-President shall exercise all of the powers and duties of the President. In addition, the Vice-President shall perform such duties as maybe assigned to him by the President or by the Executive Committee.

E. The Secretary-Treasurer shall hold office for a term of one (1) year, beginning on June 1 next following his election and shall serve through May 31 of the next year or until his successor is duly elected and takes office. The Secretary-Treasurer shall keep the books and records of the Association, shall give notice to all members of the meetings and other matters requiring notice, shall conduct the correspondence of the Association, shall collect the dues and other assessments payable by the members of the Association, shall keep the funds and accounts of the Association, shall disburse the funds of the Association as authorized by the Executive Committee, and shall perform such other duties as maybe assigned to him by the President or by the Executive Committee.

F. If any vacancy occurs in the office of the Vice-President or Secretary-Treasurer, such office shall be filled by the Executive Committee who shall elect a Regular member of the Association to fill the unexpired term. If a vacancy occurs in the office of the President, the President-Elect shall then become President and serve as such for the balance of the term of the President, and then for an additional full term. Any vacancy in the office of the President-Elect shall not be filled until the next regular meeting of the Association in April.

G. Elections by the Executive Committee to fill vacancies as herein provided may be at regular meetings, or at special meetings called for that purpose. Written notice stating that an election will be held, and stating the offices to be filled, shall be given to the members of the Executive Committee or Directors, as the case may be, at least three (3) days prior to any meeting at which vacancies shall be filled.

H. No persons shall be elected, or shall serve, as President, President-Elect, or Vice-President who has not previously been a member of the Executive Committee for at least twenty-four (24) months, consecutive or non-consecutive, prior to taking office.

Section 4.4 Meetings of the Executive Committee.

Regular meetings of the Executive Committee shall be held at such times and places as may be designated by the President. Special meetings of the Executive Committee may be called by the President, or by any three (3), or more, members of the Executive Committee.

Section 4.5 Quorum of the Executive Committee.

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Once a quorum has been constituted at a meeting it may not be broken by the subsequent absence of members of the Executive Committee from such meeting.

ARTICLE FIVE

Section 5.1 Ad Hoc Committees.

The President or the Executive Committee may create such committees, from time to time, as they shall deem necessary to assist in the conduct of the Association’s business.

Section 5.2 Nominating Committee.

A Nominating Committee comprised of the President as chairman, the President-Elect, the Vice-President, the three immediate past Presidents and one other person appointed by the Executive Committee shall nominate a Regular member for each office to be filled, to-wit: President-Elect, Vice-President, Secretary-Treasurer, and the Directors of the Association. The Nominating Committee shall report its nominations to the membership of the Association not less than ten (10) days prior to the meeting of the membership at which officers shall be elected. Other nominations may be made by submission of a petition to the Secretary-Treasurer at least five (5) days prior to the day of the meeting at which officers are to be elected. Such petition shall be signed by five (5) or more Regular members of the Association, and shall designate the name and office of one or more Regular members to be placed among the list of nominees.

ARTICLE SIX

Annual May Institute.

The Association shall hold an annual institute on a particular date in May to be set by the Executive Committee. The annual institute shall be devoted to continuing legal education, fellowship, and entertainment of lawyers who are members of the Association or who reside in the areas surrounding Potter and Randall Counties, Texas.

ARTICLE SEVEN

Notices.

All notices required herein shall be made in writing and delivered by ordinary mail addressed to the member at the address shown upon the records of the Association. All notices shall be deemed received when mailed.

ARTICLE EIGHT

Amendments.

The Bylaws or the Articles of Incorporation of the Association may be amended by the affirmative vote of two-thirds (2/3) of the Regular members of the Association present at any regular or special meeting, provided that the amendment shall have been approved by the Executive Committee and written notice setting forth the substance of such proposed amendment shall have been mailed to the members at least ten (10) days prior to such meeting.

We, the undersigned, President and Secretary-Treasurer of Amarillo Area Bar Association, hereby certify that the above and foregoing is a true, correct and exact copy of the Amended Bylaws of Amarillo Area Bar Association, to certify which witness our hands this 6^th day of April, 2006.

Tom Riney, President

Wendy A. Humphrey

Secretary-Treasurer

I, Wendy A. Humphrey, certify that I am Secretary-Treasurer of the Amarillo Area Bar Association and that Tom Riney is President of the Amarillo Area Bar Association, to certify which witness my hand this 6^th day of April, 2006.

Wendy A. Humphrey

Secretary-Treasurer