Bexar County Women's Bar Foundation A Non-Profit Corporation

ARTICLE 1: Registered Office

1.01 Registered Office and Registered Agent.

The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The address of the registered office and the identity of the registered agent may be changed from time to time by the Board of Directors.

ARTICLE 2: Members

2.01 Classes of Members.

The Corporation shall have two (2) classes of Members. The designation of such classes and the qualifications and rights of the Members of such classes shall be as follows:
A. Voting Members - Any attorney who is licensed to practice law by any state of the United States of America, and who is in good standing with the state, agency or entity which issues the license to practice law, and any legal assistant shall have voting rights upon payment of dues. (As amended August 13, 1997).

B. Nonvoting Members - Any student attending an accredited law school and any unlicensed law school graduate shall not have voting rights. (As amended August 13, 1997).

2.02 Voting Rights.

Each Voting Member shall be entitled to one vote on each matter submitted to a vote of the Members for a vote. A Voting Member may vote in person or by mail, as determined by the Board of Directors. No Voting Member may vote by proxy.

ARTICLE 3: Meetings of Members

3.01 Regular Meetings.

Regular meetings of the Members shall be held, for any purpose or purposes whatsoever, at such times as may be designated from time to time by the Board of Directors.

3.02 Special Meetings.

Special meetings of the Members may be called by the President, or, in the President's absence, by the Vice President, or by a majority of the Board of Directors, or by not less than one-tenth of the Voting Members.

3.03 Place of Meetings.

The Board of Directors may designate any place within Bexar County, Texas, as the place of meeting for any regular meeting. The Officer, Board of Directors or Voting Members who call a special meeting may designate any place within Bexar County, Texas, as the place of meeting for such special meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation; but if all of the Members shall meet at any time and place within Bexar County, Texas, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

3.04 Notice of Meetings.

Written or printed notice stating the place, day, and hour of any meeting of Members shall be delivered, either personally or by mail, to each Member, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, the Secretary or the Officer or persons calling the meeting (As Amended August 4, 1998). In the case of a special meeting or when required by statute or these Bylaws, the purposes or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at her or his address as it appears on the records of the Corporation, with postage thereon prepaid.

3.05 Quorum.

Unless otherwise provided by statute, the Articles of Incorporation, or these Bylaws, at all meetings of the Members, one-tenth of the Voting Members shall constitute a quorum for the transaction of business by the Members. If a quorum is not present at a meeting of the Members, the Voting Members present at such meeting shall have the power to adjourn announcement at the meeting, until a quorum is present. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified.

3.06 Majority Vote; Withdrawal of Quorum.

When a quorum is present at any meeting, the vote of the majority of the Voting Members present at such meeting shall decide any question brought before the Voting Members at such meeting, unless the vote of a greater number is required by statute, the Articles of Incorporation, or these Bylaws. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

3.07 Voting by Mail.

Where Directors or Officers are to be elected by Voting Members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

3.08 Voting List.

At least ten (10) days before each meeting of Members, a complete list of Members entitled to vote at the meeting, with the address of each, shall be prepared by the Officer or Director having charge of the membership rolls. The list, for a period of ten (10) days prior to the meeting, shall be kept on file at the office of the Officer or Director having charge of the membership rolls and shall be subject to inspection by any Member at any time during usual business hours.

3.09 Record Date; Closing Membership Rolls.

The Board of Directors may fix in advance a record date for the purposes of determining the Members entitled to notice of or to vote at a meeting of the Members or entitled to receive a ballot for an election to be conducted by mail, the record date to be not less than ten (10) days nor more than sixty (60) days prior to the meeting or mailing the ballots; or the Board of Directors may close the membership rolls of the Corporation for such purpose for a period of not less than ten (10) days nor more than sixty (60) days prior to such meeting or mailing the ballots (As Amended August 4, 1998). In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed or upon which the ballots are mailed shall be the record date.

3.10 Waiver of Notice.

Any notice required by law or these Bylaws may be waived by the Member entitled to such notice by the execution of a written waiver of such notice or by appearing at any meeting of members and orally waiving such notice.

3.11 Conduct of Meeting.

At every meeting of the Members, the President or, in her absence, the Vice President or, in her absence, an Officer or Director designated by the President shall chair the meeting.

ARTICLE 4: Directors

4.01 Management.

The affairs of the Corporation shall be managed by the Board of Directors, which may exercise all powers of the Corporation and do all acts which are allowed by statute, the Articles of Incorporation, or these Bylaws.

4.02 Number; Qualification.

The Board of Directors shall consist of nineteen (19) Directors, five (5) of whom shall be Officers and each of whom shall be a Voting Member, except the student of St. Mary's who shall be a Non-Voting Member of the Association (as Amended August 4, 1998). In no event shall the Board of Directors consist of less than three (3) Directors. One Director position shall be filled by the current President of St. Mary's University Women's Law Association or her designee. One Director shall be elected by the Legal Assistant membership. (As amended August 13, 1997).

4.03 Advisory Directors.

Any Voting Member of the Corporation serving in Bexar County as a federal judge or magistrate, as a judge of a state appellate court, or as a judge or master of a state district court, or as a judge of a county court-at-law shall be invited to serve as an Advisory Director of the Corporation. The Advisory Directors shall not have voting rights as Directors unless elected to the Board of Directors as provided in these Bylaws.(As amended July 1, 2003).

4.04 Change in Number

. The number of Directors may be increased or decreased from time to time by amendments to the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. Any Directorship to be filled by reason of any increase in the number of Directors shall be filled by election at a regular or special meeting of Members called for that purpose.

4.05 Election and Term of Office.

Twelve (12) of the Directors shall serve two-year terms, beginning January 1, and shall be elected by the Attorney membership (As amended August 4, 1998). Six (6) Directors shall be elected annually by the Voting Attorney Members to two-year terms, except as provided in these Bylaws at Section 4.03 and Section 4.05. Each Director shall hold office until her respective successor is elected, or until her death, resignation or removal. Officers shall be elected annually by the Voting Members as hereinafter provided in Article 6. One of the Directors shall serve a two-year term beginning January 1, 1998, and shall be elected by the Legal Assistant membership. The student Director will serve a one-year term. (As amended August 13, 1997).

4.06 Removal.

Any Director may be removed either with or without cause at any special or regular meeting of Members, by the affirmative vote of a majority of Voting Members present at such meeting; provided that notice of such removal question shall have been given in the notice calling such meeting.

4.07 Vacancies.

Any vacancy occurring on the Board of Directors (by death, resignation, removal or otherwise) shall be filled by an appointment made by a majority of the remaining Directors. A Director selected to fill a vacancy shall serve until the next regular election for Directors, as hereinafter provided in Article 6. In the event of a Director who is also an Officer, Section 5.04 shall govern, rather than this Section 4.07. (As amended July 1, 2003).

4.08 Place of Meeting.

All meetings of the Board of Directors may be held at such place within Bexar County, Texas as may be designated from time to time by the President or Directors calling such meeting, as hereinafter provided.

4.09 Regular Meetings.

Regular meetings of the Board of Directors may be held without notice and at such other times and places as shall from time to time be determined by the Board of Directors.

4.10 Special Meetings.

Special meetings of the Board of Directors may be called at any time by the President or by any two (2) Directors on three (3) days written notice to each Director, either personally, by electronic mail ("e-mail"), by U.S. Postal mail, by facsimile or by telegram. The purpose or purposes for which the meeting is called shall be stated in the notice. (As amended July 1, 2003).

4.11 Attendance.

A Director who is absent from four (4) regularly scheduled meetings of the Board of Directors in a calendar year, may be removed from the Board of Directors by a majority vote of the remaining Directors present at a properly convened meeting of the Board of Directors, and, in the case of such removal, a new Director shall be appointed pursuant to Section 4.07 to serve until the next regular election for Directors, as hereinafter provided in Article 6. Attendance of Officers at regularly scheduled meetings of the Board of Directors, shall be governed by Section 5.03, rather than this Section 4.11.

4.12 Quorum; Majority Vote.

At all meetings of the Board of Directors, a majority of the number of Directors fixed by Section 4.02 of these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. If a quorum is not present at a meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified, except for the removal or appointment of a Director or Officer.

4.13 Compensation.

Directors shall serve without compensation, but any Director may be reimbursed for amounts advanced on the Corporation's behalf.

4.14 Conduct of Meetings.

The Board of Directors shall keep regular minutes of its proceedings. The President or, in her absence, the Vice President or, in her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in her absence, any Director selected by the Directors present shall act as Secretary at meetings of the Board of Directors. The minutes shall be placed in the minute book of the Corporation.

4.15 Action Without Meeting.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if (i) a telephone or e-mail poll of all of the members of the Board of Directors at their respective places of employment or residence is conducted by the President, the Vice President or any Director designated by the President or (ii) a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy, shall be placed in the minute Book. In the event of a telephone or e-mail poll, the Officer or Director conducting such poll shall provide written notice of the results of such poll to all members of the Board of Directors within two (2) business days after the poll is conducted, and the Secretary shall include the results of such poll in the minutes of the next regularly scheduled meeting of the Board of Directors.(As amended July 1, 2003).

ARTICLE 5: Officers

5.01 Number and Qualification.

The Corporation shall have a President, a President-Elect, a Vice President, a Secretary, a Treasurer, and such other Officers, including additional Vice Presidents, as the Board of Directors may from time to time deem necessary. Each Officer shall be a Voting Attorney Member and shall serve on the Board of Directors. (As amended August 13, 1997).

5.02 Election and Term of Office.

The Officers shall serve one-year terms, beginning January 1. The Officers shall be elected annually by the Voting Attorney Members, except as provided in these Bylaws at Section 5.04 or 6.07. Each Officer shall hold office until her respective successor is elected, or until her death, resignation or removal. (As amended August 13, 1997).

5.03 Attendance.

An Officer who is absent from four (4) regularly scheduled meetings of the Board of Directors in a calendar year, may be removed from office and from the Board of Directors and, in the case of such removal, a new Officer shall be elected to fill the unexpired term of such removed Officer, as hereinafter provided in Section 6.07.

5.04 Vacancies.

. If any office becomes vacant by reason of death, resignation, removal or otherwise, a successor shall be elected as prescribed in Section 6.07. An Officer elected to fill a vacancy shall hold office for the unexpired term of her predecessor in office and until her successor is elected.

5.05 Authority.

Officers shall have such authority and perform such duties in the management of the Corporation as are generally ascribed to the respective offices provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

5.06 Compensation.

Officers shall serve without compensation, but any Officer may be reimbursed for amounts advanced on the Corporation's behalf.

5.07 President.

The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the Corporation, and shall have the general powers and duties of management usually vested in the office of President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. She shall designate such special committees as she or the Board of Directors deem necessary, and appoint the chairs of all standing and special committees.

5.08 Vice President.

The Vice President shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. She shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

5.09 President-Elect.

The President-Elect shall, in the absence or disability of the President or Vice President, perform the duties and have the authority and exercise the powers of the President. She shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

5.10 Secretary.

The Secretary shall:
(A) Record the minutes of all proceedings and all votes of the Board of Directors and record all votes of the Members in the minute book of the Corporation.
(B) Give, or cause to be given, notice of special meetings of the Members of the Board of Directors.
(C) Maintain attendance records for regularly scheduled meetings of the Board of Directors and notify the President if any Director or Officer is absent from four (4) regularly scheduled meetings of the Board of Directors in a calendar year, or notify the Vice President in the event the President is absent from four (4) regularly scheduled meetings of the Board of Directors in a calendar year.
(D) Perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

5.11 Treasurer.

The Treasurer shall:
(A) Have the custody of the funds of the Corporation and shall keep a full and accurate account of receipts and disbursements of the Corporation and shall deposit all monies of the Corporation.
(B) Disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, a written account of all her transactions as Treasurer and of the financial condition of the Corporation.
(C) Perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

ARTICLE 6: Elections

6.01 Nominating Committee.

The President-Elect shall chair the Nominating Committee, which shall be composed of six (6) members, five Attorney Members and one Legal Assistant Member. At the regularly scheduled meeting of the Board of Directors in September, the President-Elect shall appoint to the Nominating Committee five (5) Attorney Members, at least two of whom shall not be Officers or Directors. (As amended August 13, 1997).

6.02 Nominations.

At the regularly scheduled meeting of the Board of Directors in October, the Nominating Committee shall present to the Board of Directors the names of one or more candidates for each office and a separate list of candidates for each board position to be filled in the election. The Board of Directors may make additional nominations for Officers and Directors at the meeting. The slate of candidates for Officers and Directors shall be presented to the Members at the next regular meeting of the Members, who may make additional nominations for Officers and Directors at such meeting, when nominations shall cease. A Director who is serving a two-year term shall not be required to resign in order to be a candidate for an Officer. A member of the Nominating Committee may resign in order to be a candidate for an Officer or Director, provided that no candidate shall be a member of the Nominating Committee. (As amended October 30, 1989, and October 7, 1997).

6.03 Election Procedure.

The Chair of the Nominating Committee shall prepare or cause to be prepared two official ballots for the election, one ballot shall include the names of all properly nominated candidates for Officers and Attorney Directors, and the other ballot shall include the names of all properly nominated candidates for Legal Assistant Director. (As amended August 13, 1997).
Ballots shall be mailed on a date fixed by the Board of Directors to the Voting Members entitled to vote in the election as of the record date, if any, fixed by the Board of Directors pursuant to Section 3.09 of these Bylaws. The officer/director ballot shall be mailed to the Attorney Members. The legal assistant ballot shall be mailed to the Legal Assistant Members. (As amended August 13, 1997).
Each Voting Member shall receive an official ballot and two (2) envelopes in which to return the ballot, with instructions for marking the ballot and returning the ballot to the Nominating Committee not later than the first Monday in December.

6.04 Tabulation of Ballots.

The ballots shall be tabulated by the Nominating Committee not later than the Friday following the first Monday in December as follows:
(A) The votes for Officers shall be tabulated, and the candidate receiving a plurality of the votes for each office shall be declared elected. (B) The votes for Attorney Directors shall be tabulated, and the candidates receiving the most votes shall be declared elected to fill in the following order (i) the six positions for two-year terms on the Board of Directors; (ii) any unexpired term on the Board of Directors to be filled as provided in Section 4.07 of these Bylaws; (iii) any vacancy on the Board of Directors created by the election of Officers described in Section 6.04(A) above. (As amended August 13, 1997 and July 1, 2003). (C) The legal assistant votes shall be tabulated, and the candidate receiving the most votes shall be declared elected to fill the position. (As amended August 13, 1997).

6.05 Run-off Elections.

In the event of a tie vote for any Officer or Director, a run-off election shall be conducted in the same manner in which the regular election was conducted.

6.06 Election Results.

The Chair of the Nominating Committee shall provide oral or written notice of the results of the regular election or any run-off election to each Officer and Director and to each candidate listed on the ballot in such election within five (5) business days after the votes are tabulated. The results shall also be published in the next newsletter mailed to the Members and announced at the next regular meeting of the Members.

6.07 Special Elections

. If any Officer shall die, resign, be removed or otherwise cease to serve, a successor shall be elected at a special election called for that purpose. The Nominating Committee appointed the preceding September shall present to the Board of Directors at its next regularly scheduled meeting the names of two or more candidates for the office to be filled. The Board of Directors may make additional nominations, and the list of candidates shall be presented to the Members at the next regular meeting of the Members, who may make additional nominations.
A special election shall be conducted in the same manner in which regular elections are conducted.
Any Officer elected in a special election shall hold office for the unexpired term of her predecessor in office and until her successor is elected.

ARTICLE 7: Notice

7.01 Method.

Whenever a statute, the Articles of Incorporation, of these Bylaws require that notice be given to a Director, and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given (i) in writing, by mail, postage prepaid, addressed to the Director at the address appearing on the books of the Corporation, or (ii) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

7.02 Waiver.

Whenever a statute, the Articles of Incorporation, or these Bylaws require that notice be given to a Director, a written waiver thereof signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends for the express purpose of objection to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE 8: Execution of Instruments

8.01

The Board of Directors may, in its discretion, determine the method and designate the signatory Officer or Officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation.

ARTICLE 9: Indemnification

9.01 Indemnification Generally.

The Corporation shall indemnify any person who (i) is or was an Officer or Director of the Corporation, and (ii) was, is or is threatened to be made a named defendant or respondent in any "proceeding" (as that term is defined in Art. 1396-2.22A(A)(5) of the Texas Non-Profit Corporation Act); PROVIDED, HOWEVER, that any such indemnification shall be made only if it is determined in accordance with Section 9.02, below, that the Officer or Director: (i) conducted herself in good faith; (ii) in the case of conduct in an "official capacity" (as that term is defined in Art. 1396-2.22A(A)(4) of the Texas Non-Profit Corporation Act), reasonably believed that her conduct was in the best interests of the Corporation; (iii) in all other cases, reasonably believed that her conduct was at least not opposed to the Corporation's best interest, and (iv) in the case of any criminal proceeding, had no reasonable cause to believe her conduct was unlawful. The above notwithstanding, an Officer or Director may not be indemnified by the Corporation under this Section of any obligations resulting from a proceeding in which the Officer or Director is found liable (i) on the basis of improperly receiving personal benefit, whether or not the benefit resulted from an action taken in the Officer's or Director's official capacity; or (ii) to the Corporation for any reason.
The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent, shall not of itself be determinative that the Officer or Director did not meet the requirements set forth above.
Any such indemnification under this Section shall include all judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by an Officer or Director in connection with the proceeding (the "Authorized Expenses"); PROVIDED, HOWEVER, in the case the proceeding is brought by the Corporation, the indemnification shall be limited to reasonable expenses actually incurred in connection with the proceeding.

9.02 Method of Determination.

A determination of indemnification and authorization for the Corporation to indemnify Authorized Expenses shall be made: (i) by a majority vote of a quorum (the "Qualifying Quorum") consisting of Directors who at the time of the vote are not named defendants or respondents in the proceeding; (ii) if such a Qualifying Quorum cannot be obtained, by a majority vote of a committee (the "Qualifying Committee") of the Board of Directors, designated to act in the matter by a majority vote of all Directors, such Qualifying Committee to consist solely of two (2) or more Directors who at the time of the vote are not named defendants or respondents in the proceeding; (iii) by special legal counsel selected by the Qualifying Quorum or Qualifying Committee, or if such a Qualifying Quorum cannot be obtained and such a Qualifying Committee cannot be established, by a majority vote of all Directors; or (iv) by the Voting Members in a vote in which the Officers or Directors named as defendants or respondents in the proceedings do not participate.

9.03 Advances for Indemnified Expenses.

The Corporation shall pay or reimburse to an Officer or Director, in advance of a final disposition of a proceeding, any Authorized Expenses which may become subject to indemnification hereunder, if:
(A) The Corporation receives a written affirmation from such Officer or Director that she has met the standards of conduct necessary for indemnification under this Article, and a written undertaking by or on behalf of the Officer or Director to repay the amount advanced on her behalf in the event it is ultimately determined that Officer or Director has not met such standards. Such written undertaking must be an unlimited general obligation but need not be secured and may be accepted without reference to the financial ability of such Officer or Director to make repayment; and
(B) A determination that the facts then known to those making the determination of indemnification hereunder would not preclude indemnification under this Article.

9.04 When Rights to Indemnification Arise.

The Corporation's obligation to indemnify and to prepay expenses under this Article shall arise, and all rights granted to Officers or Directors hereunder shall vest, at the time of the occurrence of the transaction or event to which such proceeding relates, or at the time that the action or conduct to which such proceeding relates was first taken or engaged in or omitted to be taken or engaged in, regardless of when such proceeding is first threatened, commenced, or completed.

9.05 Insurance.

The Corporation may purchase and maintain insurance on behalf of any Officer or Director who is or was a Director or Officer against any liability asserted against her and incurred by her in such a capacity or arising out of her status as such a person, whether or not the Corporation would have the power to indemnify her against that liability under Article 1396-2.22A of the Texas Non-Profit Corporation Act.

9.06 Notice to Members.

Any indemnification or advance of expenses to a Director or Officer of the Corporation in accordance with this Article shall be reported in writing to the Members of the Corporation with or before the notice or waiver of notice to the next Members' meeting or with or before the next submission to members of a consent to action without a meeting pursuant to Article 1396-9.10(A) of the Texas Non-Profit Corporation Act and, in any case, within the twelve (12) month period immediately following the date of the indemnification of advance.

9.07 Validity.

Notwithstanding any provision included herein, any provision included within this Article 9 that would be invalid under Article 1396-2-22A of the Texas Non-Profit Corporation Act or any successor statue thereto, shall be of no force or effect.

ARTICLE 10: Communications to Membership (As enacted July 1, 2003).

10.01 Newsletter.

The Equal Times is the official monthly newsletter of the Corporation. All notices required by these Bylaws shall be printed in the newsletter. The subject of all notice and announcement requests submitted [by members and non-members] must be law related and not for personal or pecuniary gain. Any request that does not follow the above parameters shall be addressed to the editor as a paid advertisement with the exception of information provided for inclusion under the BCWB Lytes section of the newsletter.

10.02 E-mail.

It is the policy of the Corporation to not sell or distribute our e-mail list. The Corporation will communicate notices and announcements to the membership through e-mails as well as the newsletter. The following applies to requests for e-mail distribution:
(A) All requests for distribution must:
(1) be law related;
(2) not be for personal gain; and
(3) not be for commercial purposes.

(B) Distribution: The membership chair will be responsible for the distribution of e-mails and will have the authority to accept or deny the requests. The membership chair shall have the discretion to consult the President and/or the Board of Directors on whether to distribute an e-mail request.

ARTICLE 11: General Provisions

11.01 Books and Records.

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors, and shall keep at its registered office a record of its Members, giving the names and addresses of all Members.(As amended July 1, 2003).

11.02 Resignation.

Any Director or Officer may resign by giving written notice to the Board of Directors or the President. The resignation shall take effect at the time specified therein, or immediately upon receipt if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

11.03 Amendment of Bylaws.

These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting, provided notice of the proposed alteration, amendment, or repeal is included in the notice of such meeting.

ARTICLE 12: Committees

12.01 Standing Committees.

The following committees shall be standing committees of the Corporation with the designated duties and responsibilities:
(A) Judicial Liaison - maintain contact with the Bexar County judiciary;
(B) Legislative - monitor proposed legislation pertinent to the Corporation's goals and purposes;
(C) Luncheons - organize monthly luncheon meetings for members, including making arrangements, planning programs and obtaining continuing legal education credit from the State Bar of Texas when appropriate;
(D) Membership - keep a register showing the names of the Members and their addresses; publish a Member's directory;
(E) Newsletter - give notice of all meetings of the Members and information about decisions of the Directors;
(F) Nominating Committee - recommend candidates for Officers and Directors pursuant to Article 6;
(G) Public Relations - prepare news releases for publication in local and bar association media regarding the Corporation's activities;
(H) Social - arrange social activities and functions for the members;
(I) Foundation - oversee and manage all activities of the Bexar County Women's Bar Foundation, including making monthly reports on such activities to the Board of Directors of the Bexar County Women's Bar Association (As amended August 4, 1998).

12.02 Special Committees.

The Board of Directors, by resolution adopted by a majority of the Directors in office, or the president, at her discretion, may designate any special committee in addition to the standing committees which special committee shall have and exercise the authority delegated by the President or the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or her by law.

12.03 Chairs and Members.

The President shall appoint the chairs of all standing and special committees, except as otherwise expressly provided herein, but in no event shall the President chair any standing or special committee. The chair shall appoint the members of her committee, unless otherwise expressly provided herein.

ARTICLE 13: Dues

13.01 Annual Dues.

The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by Members of each class; provided, however, that payment of the required dues to the Bexar County Women's Bar Association shall also be deemed payment of dues to this Corporation (As Amended August 4, 1998).

13.02 Default and Termination of Membership.

When any member of any class of membership shall be in default in the payment of dues to the Bexar County Women's Bar Association for a period of three (3) months from the beginning of the fiscal year or period for which such dues become payable, her membership in the Corporation shall automatically terminate. (As amended March 7, 1990 and August 4, 1998).

ARTICLE 14: Effective Date

14.01 The effective date of these Restated Bylaws shall be January 1, 1989.