Constitution

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TEXAS CITY ATTORNEYS ASSOCIATION

(Adopted at the Annual Meeting of the Texas City Attorneys Association in San Antonio, Texas on the 31st day of October, 1961, with Amendments of 1965, 1968, 1970, 1991, 1994, 1999, 2010, 2015, 2016, 2023, and 2025.)

Outline

ARTICLE I. NAME AND AFILLIATION

Section 1.
The name of this organization shall be the Texas City Attorneys Association.

Section 2.
The association shall be affiliated with and be a department of the Texas Municipal League and its principal office shall be located at the headquarters of the Texas Municipal League in Austin, Travis County, Texas.

ARTICLE II. PURPOSE

Section 1.
The purpose of this association shall be the general improvement of municipal law administration by the following means: (1) to encourage the cooperation of city attorneys in the practical study of all municipal legal problems; (2) the holding of annual and semi-annual meetings for the discussion of legal and other questions affecting municipal government;  (3) to encourage the practical study of legislation, court decisions, and administrative rulings relating to the public interest of municipal corporations; and (4) to offer quality continuing legal education opportunities for those engaged in the practice of municipal law.

ARTICLE III. MEMBERSHIP

Section 1.
The members of this association shall be active, associate, honorary, paralegal and law clerk (student).

Section 2.
Active Members – Any person duly licensed to practice law in this State who has been duly elected or appointed to the office of city attorney,  assistant city attorney, first assistant city attorney, deputy city attorney, or an attorney who has been appointed to the legal department of a municipality which is an active member of the Texas Municipal League (collectively, “municipal attorney”) shall be eligible for membership in the association.

Section 3.
Associate Members – Any person duly licensed to practice law in this State who is interested in the representation of municipalities and the general improvement of municipal law practice and the purpose of the Texas City Attorneys Association.  The officers of the association must approve a person’s initial application for associate membership and continued eligibility.

Section 4.
Honorary Members – Honorary members shall be chosen because of distinguished service in the field of municipal law. They shall pay no dues, hold no office, nor vote, and no person who is eligible for active membership in the association shall be chosen as an honorary member. They shall be proposed by at least five active members and shall be elected only upon unanimous recommendation of the executive committee and a majority vote of the members present at any annual or semi-annual meeting of the association. An election of an honorary member shall be cancelled if not accepted within six months after the candidate has received notice of the member’s election.

Section 5.
Paralegal Members – Any person who meets the definition of “paralegal” as promulgated by the State Bar of Texas, who is employed by an active, associate, or honorary member, and who is interested in the representation of municipalities and the general improvement of municipal law practice and the purpose of the Texas City Attorneys Association.

Section 6.
Law Clerk (Student) Members – Any person who is enrolled at an accredited law school who is interested in the representation of municipalities and the general improvement of municipal law practice and the purpose of the Texas City Attorneys Association.

ARTICLE IV. OFFICERS AND EXECUTIVE COMMITTEE

Section 1.
The officers of the association shall be Directors comprised of a President, a 1^st Vice President, a 2^nd Vice President, a Recorder, a Director to serve on the Texas Municipal League Executive Board, the Immediate Past President, and five Directors. All officers shall be active members of the association. The General Counsel of the Texas Municipal League shall serve as General Counsel, ex officio, of the association.  The General Counsel may designate another attorney at the Texas Municipal League to exercise the duties of General Counsel of TCAA from time to time. 

Section 2.
The executive committee of the association shall be composed of the officers of the association.

Section 3.
Nomination and Election.

1. Nominations:
   The President shall appoint a nominating committee of at least three (3) members.  No later than thirty (30) days before the semi-annual meeting, the nominating committee shall inform the President of the nominees for Incumbents and for vacancies. In making its recommendation of nominees, the committee shall consider the value of diversity and inclusion in the leadership of the association.  The association is dedicated to providing opportunity to all people regardless of race, ethnicity, religion, gender, sexual orientation, gender identity, age, disability, veteran status, geographic location, or kind of employer (governmental entity or private law firm).
   
2. Voting in Incumbent Election:
   Incumbent election of current directors who wish to continue on the executive committee shall comprise the first slate of candidates.  Each of the offices held by current directors shall be filled by a majority vote of the membership voting in this election prior to the semi-annual meeting. The membership may either vote to retain the slate or remove the slate. Members will be presented with the nominated slate and may vote by means of any remote communication that sufficiently identifies the member, as designated by the executive committee and coordinated with Texas Municipal League staff, on a schedule set by the executive committee.  Members shall have at least seven (7) days, but not more than fourteen (14) days, to vote. Following the close of the voting period, the vote will be tallied and ratified at a meeting of the executive committee. All voting, and the executive committee meeting to review and ratify the vote, shall be complete prior to the semi-annual meeting.    –  All members shall be informed of the final tally and ratification at the semi-annual meeting and by electronic means.  If the membership votes to not retain the current directors, a special election will be held for a new slate electronically with voting for individual active applications and current directors within thirty (30) days of the semi-annual meeting.  The released directors shall remain in office until the new directors comprised of active applicants and current directors are chosen at the special election. 
   
3. Voting for Vacant Position(s):
   The second slate shall be for a nominee or nominees to fill a vacancy or vacancies, as vacancy is defined in Section 5.  Members will be presented with the nominations and all active applications and may vote by means of any remote communication that sufficiently identifies the member, as designated by the executive committee and coordinated with Texas Municipal League staff, on a schedule set by the executive committee.  Members shall have at least seven (7) days, but not more than fourteen (14) days, to vote.  Each of the vacancies shall be filled by a majority vote of the membership voting in this election prior to the semi-annual meeting.  Members may vote for the nominations provided by the nominating committee or write-in candidates during the voting period for any open position. Write-in candidates can only be those candidates who have filed an application with the proper person in accordance with established deadlines adopted by the executive committee.  Open positions are vacant positions based on either: (a) a vacancy defined by Section 5; or (b) the position made open each year based on the expiration of the term of an officer.  In case of a tie vote, the office will be determined by lot.  Following the close of the voting period, the vote will be tallied and ratified at a meeting of the executive committee.  All voting, and the executive committee meeting reviewing and ratifying the vote, shall be complete prior to the semi-annual meeting. For electronic voting, the vote will be tallied and ratified at a meeting of the executive committee.  All members shall be informed of the final tally and ratification at the semi-annual meeting and through electronic means.
   
4. Transition:
   The association officers shall begin their regular term of office at the close of the meeting of the executive committee where votes are tallied and ratified.  Directors elected at the 2025 annual meeting shall serve until the 2027 semi-annual meeting where the first voting under these amended provisions are ratified.   

Section 4.
Term of Office. All officers’ terms shall be for one year with the exception of the Director to the Executive Board of the Texas Municipal League, whose term of office shall be for two years, the director being elected in even years or as otherwise provided by the Constitution of the Texas Municipal League.

Section 5.
Vacancy. A vacancy in the executive committee shall occur upon:

1. The expiration of the Immediate Past President’s term;
2. Death;
3. Loss of licensure to practice law in the State;
4. No longer serving as a duly elected or appointed municipal attorney of a city, town or village, which is an active member of the Texas Municipal League (hereafter referred to as a “qualifying position”), except that, upon the approval of the executive committee, an officer intending to obtain another qualifying position and maintaining an associate membership may continue to serve as an officer through the later of: (a) end of the officer’s term; or (b) three months after the end of the initial qualifying position; or
5. Resignation.

A vacancy in the office of the President shall be filled for the remainder of the term by the succession of the First Vice President to that office. A vacancy in the office of the First Vice President shall be filled for the remainder of the term by succession of the Second Vice President. A vacancy in the office of the Second Vice President shall be filled for the remainder of the term by the appointment of a member of the executive committee to fill such office by a majority vote of the remaining members of said executive committee. A vacancy in the Office of Director to serve on the Texas Municipal League Executive Board shall be filled by the President of the Association and shall hold office until adjournment of the next TML Annual Conference.

A vacancy in any of the other offices of the association shall be filled by the election of any active member or associate member if the person vacating the office is an associate member to fill such office for the remainder of the term by a majority vote of the executive committee.

Section 6.
Telephonic and Electronic Communication. Any and all officers and Texas Municipal League staff may participate in a meeting of the executive committee by means of conference telephone, or by any other means of communication by which all officers participating in the meeting are able to hear each other at the same time. Such participation shall constitute the presence in person by such officers at such meeting. A written record shall be made of all actions taken at any meeting conducted by means of a conference telephone or other means of communication. Officers may also meet and vote via electronic means such as email so long as the identity of each officer is made clear in the means of voting.

ARTICLE V. MEETINGS

Section 1.
 An annual meeting of the association shall be held, when practicable, at the time and place of the annual conference of the Texas Municipal League, and a semi-annual meeting of the association shall be held in the summer of each year as may be determined by the executive committee.  Meetings shall be held in person, or by means of or in combination with, a conference telephone or similar communications equipment, another suitable electronic communication system, including videoconferencing technology or the Internet, if each person participating in the meeting can communicate with all other persons participating in the meeting.

ARTICLE VI. DUES

Section 1.
The dues of each active, associate, paralegal, and law clerk member of the association shall be payable annually in advance, and may be changed upon recommendation of the executive committee and approved by a majority vote of the members present at any annual or semi-annual meeting.

ARTICLE VII. FINANCES

Section 1.
Staff of the Texas Municipal League shall transact the necessary financial business of the association, keeping a complete record of all transactions, which shall be submitted for auditing at the annual meeting of the association. The Texas Municipal League staff shall give bond in such form and amount as may be determined by the executive committee, the premium of said bond to be payable by the association.

ARTICLE VIII. COMMITTEES

Section 1.
Amicus Curiae Committee. Each year at the annual meeting of the Texas City Attorneys Association, the incoming President shall appoint a committee of three officers, as a review committee to provide guidance to the General Counsel of the Texas Municipal League relating to authorizing the preparing and filing of Amicus Curiae briefs on behalf and in the name of the association in those cases the committee deems of general importance in the field of municipal law or liability.

Section 2.
Ad Hoc Committees. The President may appoint Ad Hoc committees as the President deems necessary to make recommendations to the executive committee.  Once the Ad Hoc Committee has accomplished its stated purpose, it shall cease to function.

ARTICLE IX. REGIONAL ORGANIZATIONS

Section 1.
The executive committee of the association shall have the power by by-laws to divide the State into Regions, to create and abolish Regions and regional organizations, to increase or decrease the number of Regions, to define the boundaries thereof, and from time to time to change the same, and to prescribe the organization and officers of the Regions. Such regional organization, when so constituted, shall hold one or more regional meetings each year at such times and places as not to conflict with the annual meeting or semi-annual meeting of the association, in order to encourage fellowship among the members and to promote the study of municipal law.

Section 2.
At any time when there is no regional organization within any area of the State, members of the association in such area located in one or more counties, may organize local clubs or societies, elect their own officers, and hold such meetings as they desire at such times and places as not to conflict with the annual meeting or the semi-annual meeting of the association. Upon creation of regions by the executive committee, local clubs or societies of members of the association organized under this Section shall be dissolved, and shall be merged into the regional organization of the Region in which they may be located.

Section 3.
At any time after the creation of Regions and regional organizations within the State, when it becomes apparent to the executive committee that there is not sufficient interest to justify the continuance of regional organizations, the executive committee may amend or repeal the by-law creating the Regions and regional organizations.

ARTICLE X. AMENDMENTS

Section 1.
This Constitution may be amended at an annual or semi-annual meeting of the association by a majority vote of the members present and voting, or by means of mail or electronic ballot by a majority vote of the members who voted on the amendment, provided the proposed amendment shall have first been prepared in writing and submitted to the executive committee on or before the day of the annual or semi-annual meeting.

ARTICLE XI. BY-LAWS

Section 1.
The executive committee of the association shall have the power to adopt by-laws, consistent with this Constitution and the League Constitution, governing the conduct of its meeting and the business of the association.

ARTICLE XII. EFFECTIVE DATE

Section 1.
This Constitution shall become effective immediately upon its adoption subject only to ratification by the Executive Board of the Texas Municipal League.

(Constitution of the Texas City Attorneys Association was approved by the Board of Directors of the Texas Municipal League on January 26, 1962.)

(All subsequent amendments to the Constitution of the Texas City Attorneys Association have been approved by the Texas Municipal League according to its constitution.)