Article IV - ADMINISTRATION

As amended through August 27, 2024

Section 1.Board of Directors; Duties

A. The State Bar shall be governed by a board which shall enforce the Act and these Rules.

B. The term of office for each elected, public, and at-large director shall be three (3) years. The terms of elected and public directors shall be staggered with one-third (1/3) of such directors elected or appointed each year. The terms of at-large directors shall be staggered with as near to one-third (1/3) as possible appointed each year.

C. The regular term of office of an elected, public, or at-large director shall commence on adjournment of the annual meeting of the State Bar next following election or appointment and continue until the adjournment of the third annual meeting next following election or appointment.

D. The board shall take such action and adopt such regulations and policies, consistent with the Act or these Rules, as shall be necessary and proper for the administration and management of the affairs of the State Bar, for the protection of the property of the State Bar and for the preservation of good order.

Section 2.Meetings of the Board

A. The board shall meet regularly at least four (4) times annually, and may meet specially, at such times and places as the board shall determine. All meetings, however, shall be held within the State of Texas.

B. Meetings of the board shall be in person unless:

1. an emergency or public necessity exists within the meaning of Texas Government Code Chapter 551; and

2. the convening at one location of a quorum of the governmental body is difficult or impossible.

Section 3.Composition of the Board

The board shall be composed of the officers of the State Bar, the president, president-elect, and immediate past president of the Texas Young Lawyers Association, not more than thirty (30) members of the State Bar elected by the membership from their district as may be determined by the board, six (6) persons who are not licensed attorneys, known as public directors, who do not have, other than as consumers, a financial interest in the practice of law, and four (4) at-large directors appointed by the president and confirmed by the Board The Board may, in its discretion, also include other members who shall be ex officio or non-voting board members.

Section 4.Chairperson of the Board

The board shall elect annually from its membership, under such procedures as it shall prescribe, a chairperson to serve for the next succeeding organizational year. Such person shall be elected from the class of directors then serving the second year of their terms.

Section 5.Qualifications of Officers and Directors

A. Qualifications for Serving as Director. The board is the judge of a candidate's qualifications.

1.All directors. A director must not be an officer, employee, or paid consultant of a Texas trade association or the spouse of one. Texas trade association is defined in Section 81.028, Government Code.

2.Attorney directors. A director who is an attorney also:

a. must be an active member in good standing;

b. must never have been disbarred or resigned in lieu of discipline; and

c. if ever suspended for professional misconduct, must have been reinstated at least ten years before the term as director begins.

3.Elected directors. An elected director also:

a. must have their principal place of practice in the district from which the director is elected;

b. must not have their principal place of practice in the same county as the last director from the district - but this requirement does not apply to a director from a Metropolitan County or El Paso County, and the board may disregard the requirement if necessary to rebalance the board membership under section 8;

c. must not have served one and one-half years or more of the prior director's term; and

d. must not be an elected official paid by the State of Texas.

4.Public directors. A public director also:

a. must not have a financial interest in the practice of law, other than as a consumer; and

b. must be confirmed by the senate.

5.At-large directors. An at-large director also must not be an elected official paid by the State of Texas.

6.Ex officio directors. An ex officio director also must not be an elected official paid by the State of Texas.

B. Other requirements. A director must:

1. take the oath of office by the second regularly scheduled board meeting of the first year of the director's term; and

2. attend at least half of the regularly scheduled board meetings each calendar year - but a majority of the board may excuse a director's absence.

C. The board must provide a training program for board members that meets the requirements of Section 81.201, Government Code. An elected or appointed director cannot participate at a board meeting or vote before completing the training program.

Section 6.How Directors Shall Be Elected

Elected directors shall be elected by a majority of the active and emeritus members of the State Bar voting who have their principal place of practice in the same Bar district as that of the candidate. If no candidate receives a majority, a run off shall be held at such time as the board shall prescribe between the two candidates receiving the greatest number of votes.

Section 7.Nominees for Office of Elected Director

A. An active member's name may be placed in nomination for the office of elected director by a written petition in form prescribed by the board and signed by the lesser of five percent (5%) of the active members whose principal place of practice is within the district to be represented by the nominee if elected, or one hundred (100) of such members, which petition must be received in the office of the executive director on or before March 1 of the year of the election. A petition signature is invalid if it is not dated or the signer signed the petition before September 1 of the year before the election. The executive director shall promptly review the petition to verify the eligibility of the nominee. If from the petition it appears the nominee is eligible, that person's name shall be listed upon the ballot. If from the petition the executive director finds the nominee to be ineligible, that fact shall immediately be communicated to the nominee. Any nominee desiring to appeal the findings of the executive director shall promptly notify the executive director, who shall promptly convene the executive committee to hear and determine the matter. The executive committee shall have final authority to determine questions of eligibility of the nominee and the validity of the nominating petition and shall do so within ten (10) days of the notice to the executive director.

B. The petitions may be in counterparts, and it shall be sufficient that the signatures on all the counterparts aggregate the required number of signatures.

C. If no valid petition nominating an eligible person shall have been received by the executive director by March 1 in respect to a district in the year in which such district is to elect a director, or if all persons who have been nominated in the foregoing manner shall have died or become disqualified from serving at any time prior to the printing of the ballot in such election, then the president of the State Bar with the advice of the person then serving as elected director from that district shall name a qualified person to stand for election as director from that district.

D. If an elected director fails to qualify, such position shall be deemed vacant.

Section 8.Director Vacancies and How Filled

A. Death of a board member, judgment of incompetency, a board member's resignation or any failure to qualify shall create a vacancy. In case of a vacancy as to an elected director, the president, shall appoint a member whose principal place of practice is within the district within which the vacancy has occurred. Vacancies in ex officio directorships shall be filled by the person who succeeds to the office in the State Bar or in the Texas Young Lawyers Association to which such directorship is incident, except that the directorship incident to the office of immediate past president of the State Bar or Texas Young Lawyers Association or immediate past chairperson of the board of the State Bar shall be filled by the most recent holder of such offices respectively who is willing to serve. Vacancies in public and at-large directorships shall be filled in the same manner and by the same authority designated by statute to fill such positions.

B. Persons filling such vacancies shall meet the same requirements and shall qualify in the same manner as those assuming the office of director for the full term.

C. The board may adopt appropriate procedures for the purpose of equalizing the size of the classes of the board of directors. Once such equalization is accomplished, then those appointed to fill a vacancy shall serve the balance of the term of the particular position vacated.

D The board of directors may remove a director from the board at any regular meeting by resolution declaring the director's position vacant, pursuant to § 81.027(a) of the State Bar Act or Article IV, § 5 of these Rules.

Section 9.Executive Committee

A. The executive committee of the board shall consist of the president, president-elect, the chair of the board, the immediate past president of the State Bar, president of the Texas Young Lawyers Association and such other persons as the president may appoint. The president shall be chair, and the board chair shall be the vice-chair of the executive committee and shall preside in the chair's absence.

B. The general purpose of the executive committee shall be to perform between meetings of the board such functions, consistent with the Act or these Rules, as the board may assign to it from time to time.

C. The general counsel and the executive director of the State Bar shall be ex officio, non-voting members of the executive committee.

Section 10.Officers

A. The officers of the State Bar shall be the president, the president-elect and the immediate past president.

B. Qualifications of Officers. An officer:

1. must be an active member in good standing;

2. must never have been suspended for professional misconduct, been disbarred, or resigned in lieu of discipline;

3. must not be an elected official paid by the State of Texas.

C. Other Requirements. An officer must also take the oath of office by the second regularly scheduled board meeting of the officer's term.

D. The president shall preside at all meetings of the State Bar, be the official representative and spokesperson for the State Bar in all public matters and have general responsibility for carrying out the policy of the State Bar.

E. The president-elect shall preside at meetings of the State Bar in the absence of the president and otherwise assist the president, as the president shall request, in carrying out the responsibilities of the office of president.

Section 11.President-Elect, Nominations and Elections

A. No later than the second quarterly meeting each organizational year, the board of directors shall nominate two (2) or more members of the State Bar of Texas to stand for election to the office of president-elect for the next organizational year. Such nomination shall be by majority vote of the board.

B. Any other member of the State Bar of Texas shall also be privileged to stand for election to the office of president-elect when a written petition in form prescribed by the board of directors, signed by no fewer than five percent (5%) of the active members of the State Bar of Texas in good standing, is received in the office of the executive director on or before March 1 of the year of the election. A petition signature is invalid if it is not dated or the signer signed the petition before September 1 of the year before the election.

C. The petitions may be in counterparts, and it shall be sufficient that the signatures on all the counterparts aggregate the required number of signatures.

D. The names of all nominees for the office of president-elect shall be published in the Texas Bar Journal and otherwise publicized by such other practical means as the board shall determine.

E. A geographical rotation governs the office of president-elect. To be eligible for the office, candidates-whether nominated by the board or by petition as described in Section 11(B) -must have their principal place of practice in a county that meets the requirements of the election year in the following rotation:

1. in the first year a Metropolitan County, which means either Bexar, Dallas, Harris, Tarrant, or Travis county;

2. in the second year a county that is not a Metropolitan County;

3. in the third year, any county For purposes of this rule, the first year of rotation shall be the election for president-elect for the organizational year beginning in 2018.

F. The ballot shall be distributed to each member of the State Bar of Texas entitled to vote at the same time as ballots for the election of elected directors are distributed. A combined ballot for the office of president-elect and for the office of director may be used in those bar districts in which an election for director is to be conducted.

G. If no candidate for president-elect receives a majority of the votes, a run-off election shall be held at such time as the board shall prescribe between the two candidates receiving the greatest number of votes. The person receiving a majority of the votes in either the general election or the run-off election shall be declared to be elected to the office of president-elect.

H. The office of president shall be filled by the succession of the president-elect to such office at the expiration of the term for which such person was elected to serve as president-elect.

Section 12.Term of Office of Officers

The regular term of office for officers of the State Bar shall be from adjournment of the annual meeting for the year preceding the year of service and shall end with such adjournment the following year.

Section 13.Vacancy in an Office

A. Death of an officer, judgment of incompetency, an officer's resignation or failure to qualify shall create a vacancy in the office.

B. If a vacancy occurs in the office of president, it shall be filled by the succession of the president-elect to the office of president, in which case a special election shall be called by the board to fill the office of president-elect at such times and under such procedures as are prescribed by the board.

C. If the vacancy occurs in the office of president-elect, a special election shall be held for the office of president-elect. In such event the procedures for a regular election shall be followed subject to such necessary changes as shall be required in order to meet the exigencies of the situation.

D. Should the president-elect succeed to the office of president and have less than six months to serve in the unexpired term, the president-elect will serve the next full term that follows the unexpired term.

E. In the event a simultaneous vacancy exists in the office of the president and president-elect, a special election shall be held for each office and in the meanwhile the chairperson of the board shall serve as interim president.

Section 14.Other Executive Positions

The executive director and general counsel shall be elected by the board and shall perform such duties as the Board may prescribe.

Amended effective 6/12/2018; amended effective 3/23/2020; amended effective 6/4/2024.