Section of Environment, Energy, and Resources

Section Bylaws

July 2020

ARTICLE I:  Name and Mission

Section 1. Name: This Section shall be known as the Section of Environment, Energy, and Resources (“Section”) of the American Bar Association (“Association” or "ABA").

Section 2. Mission Statement: The Section of Environment, Energy, and Resources fosters the success of a diverse community of environmental, energy, and resources lawyers, advisors, and decision-makers and provides a premier forum for the exchange of ideas and information. The Section will implement this mission statement through adoption and implementation of the periodic Strategic Plan.

ARTICLE II: Membership

Section 1. Eligibility: Any person shall be a member upon payment of dues designated for the relevant year, or otherwise meets the criteria for membership as set by the Association from time to time.

Section 2: Member Dues: Each member of the Section shall pay to the Association dues in an amount to be established by the ABA and/or Council.

ARTICLE III: Officers and Their Duties

Section 1. Designated officers. The officers of the Section shall be a Chair, a Chair-Elect, a Vice Chair, a Secretary, a Budget Officer, an Education Officer, a Membership and Diversity Officer, and a Publications Officer. The officers, and the Immediate Past Chair and Section Delegates to the ABA House of Delegates, constitute the Executive Committee of the Section and may hold such telephonic, electronic, or in-person meetings as designated by the Chair.

Section 2. Term. Each officer of the Section shall hold office for a term beginning at the close of the annual business meeting of the Section at which elected and ending at the close of the next succeeding annual business meeting of the Section, and until the officer’s successor shall have been elected.

Section 3. Automatic Succession of Chair-Elect and Vice-Chair. At the close of each annual business meeting of the Section, or upon the resignation or death of the Chair at an earlier date, the Chair-Elect whose term of office expires at that time shall automatically become Chair of the Section and the Vice Chair whose term of office expires at that time shall automatically become Chair-Elect without the need for any further election.

Upon the death, resignation or during the disability of the Chair, or upon the Chair's refusal to act, the Chair-Elect shall perform the duties of the Chair during the remainder of the Chair's term or disability. If, for one of the foregoing reasons, the Chair-Elect is serving in the capacity of Chair at the commencement of the annual business meeting of the Section at which the Chair- Elect is to assume the position of Chair, the Chair-Elect shall officially take that office. In the event of the death or resignation of the Chair-Elect, the Vice Chair shall immediately succeed to the office of Chair-Elect and the office of Vice Chair shall remain vacant until the next annual business meeting of the Section, unless the Council directs the Nominating Committee to fill the Vice Chair position.

Upon the death, resignation, or during the disability of both the Chair and Chair-Elect, or upon the refusal of both to act, the Vice Chair shall perform the duties of the Chair for the remainder of the Chair's term, except in the case of disability, and then only so long as the disability of the Chair or Chair-Elect, whichever terminates first, shall last.

Section 4. Officer Duties. The functions, duties, and authorities of the officers shall be as follows:

(a)  Chair. The Chair shall preside at all meetings of the Section and of the Council and the Executive Committee. The Chair shall present at each annual meeting of the Association a report of the work of the Section for the then closing year. The Chair shall perform such other duties and acts as usually pertain to the office. In addition, the Chair may appoint such other committees or task forces as they deem necessary to accomplish the mission of the Section, subject to confirmation by Council at its next scheduled meeting.

(b)  Chair-Elect. The Chair-Elect shall arrange for the appointment of the committee chairs who will serve during the Chair-Elect's coming term as Chair. The Chair-Elect shall aid the Chair in the performance of that officer's responsibilities in such manner and to such extent as the Chair may request. The Chair-Elect shall perform such further duties and have such further powers as usually pertain to the office, or as may be designated by the Council or the Chair.

(c)  Vice Chair. The Vice Chair shall aid the Chair and Chair-Elect in the performance of their responsibilities in such manner and to such extent as either may request. The Vice Chair shall perform such further duties and may have such further powers as usually pertain to the office or as may be designated by the Council or Chair.

(d)  Secretary. The Secretary shall record and maintain an accurate account of the proceedings of all meetings of the Council and Executive Committee. The Secretary, in conjunction with the Chair, as authorized by the Council, shall attend generally to the record keeping and business of the Section.

(e)  Budget Officer. The Budget Officer shall keep an accurate record of all moneys appropriated to and expended for the purposes of the Section and prepare such reports, budgets, and other financial management reports as requested by the Chair or by Council, including preparation of a proposed Budget Policy and a proposed Annual Budget as may be requested by the Chair or by the Council. The Budget Policy and Annual Budget shall be approved in accordance with Article V, Section 7.

(f)   Education Officer. The Education Officer shall oversee the Section's educational programs, including all Section conferences, workshops, seminars, webinars, and other Section educational programs.

(g)  Membership and Diversity Officer. The Membership and Diversity Officer shall oversee the Section's membership activities and shall be responsible for creating and implementing Section programs consistent with enhancing overall membership and the diversity of members in the Section. .

(h)  Publications Officer. The Publications Officer shall oversee the Section's publications program, including the Section’s website, as well as all books, articles, magazines, and journals, whether in print or electronic form.

Section 5. Executive Committee. The Executive Committee shall consist of the officers, the immediate past Chair, and the Section Delegates to the ABA House of Delegates. The Executive Committee shall have full authority to act for the Section at all times between meetings of the Council, including budgetary adjustments, authorizations and expenditures subject to subsequent Council resolution. A quorum of the Executive Committee shall be six members. All votes of the Executive Committee shall be made based on a majority of those attending, provided there is a quorum in attendance.

Section 6. Governance and Special Chair-designated Committees. The Chair shall appoint a chair of a Governance Committee, which shall evaluate proposals for new Section Committees or the termination of existing Section committees, internal policies, manuals, and Bylaw amendments that relate to governance of the Section and make recommendations on such proposals to the Chair and Council.

Section 7. Vacation of position due to non-participation. If any Officer shall fail to participate in three consecutive regular meetings of the Council, unless at least two of these absences can be excused for good cause, , then that person’s position shall be automatically vacated. In the event an officer position other than that of Chair or Chair-Elect is vacated, the Nominating Committee shall nominate a successor for the vacated position, who shall assume office immediately upon approval of the Council. An Officer who loses his or her position due to these provisions may request reinstatement by written petition to, and approval by, the Executive Committee.

ARTICLE IV: Section Delegates and their Duties

Section 1. The Nominating Committee shall recommend appointments of up to two Section Delegates to the House of Delegates, who shall be elected pursuant to the then applicable provisions of the Constitution of the Association, and whose terms shall commence and end at the times provided in the applicable provisions of the Constitution of the Association. It shall be the responsibility of the Section Delegates to represent the Section in the House of Delegates and to provide an effective liaison between the Section and the House of Delegates. If a vacancy occurs, the Nominating Committee shall recommend to the Council a replacement Section Delegate for the unexpired term, in accordance with the Constitution of the Association, and the Council shall approve or disapprove said recommendation of the Nominating Committee. The nominee for replacement Section Delegate shall assume office immediately upon approval by the Council.

ARTICLE V: Council and Its Duties

Section 1. Governing Body. In addition to the powers and duties given elsewhere in these Bylaws, the Council shall have general supervision and control of the affairs of the Section, subject to the provisions of the Constitution and Bylaws of the Association and these Bylaws. The Council shall have full authority to act for the Section.

Section 2. Council Membership. The Section Council shall consist of the Officers of the Section, the Section Delegates to the House of Delegates and the immediate past Chair, as an ex- officio member, together with fifteen members to be elected by the Section as hereinafter provided. Past Chairs of the Section, not elected members of the Council shall become honorary members of the Council. As such, they shall be given notice of and shall have the right to attend any and all meetings of the Council and to participate in any discussion thereat, but shall not have any voting rights at any such meeting.

Section 3. Term. Each elected member of the Council who has not resigned or vacated the position shall hold office for a term beginning at the close of the Annual Business Meeting of the Section. In the event of a vacancy, the Nominating Committee shall nominate a successor for the vacated position who shall assume office immediately upon approval of the Council. Members elected by the Council during a portion of the annual year but prior to the annual meeting to fill a vacancy shall serve only until the close of the next Annual Business Meeting. Members elected at the Annual Business Meeting to fill a vacancy shall serve for the unexpired remainder of the term. In either case, if otherwise eligible, a member appointed to fill a vacancy may subsequently be elected for a regular term.

Section 4. Term limits. No person shall be eligible for selection as a member of the Council if that person is then a member of the Council and has been so continuously for three years or more. This provision shall not bar (1) election of that person as an officer or (2) selection of a person as a member of the Council who has previously served on Council.

Section 5. Vacation of position due to non-participation or resignation. If any elected member of the Council shall fail to attend three consecutive regular meetings of the Council, unless at least two of these absences are excused for good cause, that person’s position shall be automatically vacated. A Council member whose position is automatically vacated may request reinstatement by written petition to, and approval by, the Executive Committee. The Nominating Committee shall nominate a successor for any vacated Council position, who shall assume office immediately upon approval by the Council. The approved successor will remain in office until the close of the Annual Business Meeting of the Section in the year in which they assume office. If otherwise eligible, a member appointed to fill a vacancy may subsequently be elected for a regular term.

Section 6. Section Committees. The Council may authorize the Chair to appoint committees of Section members to perform such duties and exercise such powers at the Council may direct, subject to the Bylaws.

Section 7. Budget submittal and adoption. A draft Annual Budget shall be submitted by the Budget Officer to Council at least ten days before the Annual Meeting. The Council shall review and adopt no later than at the Annual Business Meeting an annual budget based upon the current Budget Policy for the Section and such other considerations as the Chair deems appropriate to implement the mission and strategic plan of the Section.

Section 8. Limitations on non-budgetary expenditures. The expenditure of any money not authorized in the annual budget shall require be subject to review and approval as set forth in the current Budget Policy for the Section. The Executive Committee shall report on any authorization for non-budgetary expenditures made in accordance with the Budget Policy and Council shall review any such discretionary expenditure at its next regular meeting. Council must expressly approve any non-budgeted expenditure in a single amount above $10,000

Section 9. Expectations of Council members and Council Meeting schedule.  Council members shall attend in person or by phone or web the four regular council meetings and are encouraged to attend monthly Executive Committee calls. Council Members are also expected to participate in other periodic meetings via telephone, internet, or otherwise.
The Council shall hold up to four regular meetings each year, with one meeting to be held at the time of the Annual Meeting of the American Bar Association. The Council may meet by phone or web session at any time and place on the call of the Chair or any three members of the Council.

Section 10. Voting. All action of the Council shall be by a majority vote of the Council present in person or voting electronically, provided that a quorum of at least fifteen (15) members of the Council is present at the meeting. .

Section 11. Notification of voting items prior to meeting. The Chair of the Section may, and upon the request of any member of the Council shall, submit or cause to be submitted in writing, to the Council, any proposition upon which the Council may be authorized to act. The members of the Council may vote upon such proposition by communicating their vote, orally, if present, or in writing over their respective signatures, to the Secretary, who shall record in the minutes each submitted proposition and the vote of the Council thereon. A majority vote of the Council, so recorded, shall constitute binding action of the Council on the submitted matter.

Section 12. Nomination to Board of Governors. In accordance with Section 26.1 of the Constitution and Bylaws of the Association, the Section Nominating Committee shall recommend to the Council a Section member-at-large of the Board of Governors of the Association. The Council shall approve or disapprove said recommendation of the Nominating Committee. On behalf of the Council, the Chair shall submit an approved nomination to the Association, which will be considered by the House of Delegates.

Section 13. Non-U.S. Lawyer Associate Members. Non-U.S. lawyer Associates of environmental, energy and resources sections of foreign bar associations including, but not limited to, the National Environmental, Energy and Resources Law Section of the Canadian Bar Association, may serve on the Section Council and may serve as an officer of the Section.

ARTICLE VI: Annual Business Meeting and Special Meetings of the Section

Section 1. Annual Meeting Time. The Annual Business meeting of the Section shall be held at or about the time of the Annual Meeting of the American Bar Association, , with such program and order of business as may be arranged by the Council.

Section 2. Special Meetings. The Chair upon approval of the Council, may call Special Meetings of the Section at such times and places as the Council may determine.

Section 3. Quorum. The members of the Section present at the Annual Business Meeting and at any Special Meeting(s) of the Section shall constitute a quorum for the transaction of business.

Section 4. Voting. All binding action of the Section shall be by a majority vote of the membership present.

Section 5. Interim Action. The Section’s Executive Committee or the Council have authority to act for the Section as to all matters whatsoever that require action during the intervals between the Annual Business Meetings of the Section. The Council may direct that a matter be submitted to the membership of the Section for vote.

ARTICLE VII: Elections

Section 1. Nominating Committee. The immediate past chair shall appoint and chair a nominating committee composed of five members of the Section who are not candidates for office. The Nominating Committee shall include the Section Vice Chair, at least one past section chair in addition to the Immediate Past Chair, and at least one section member who is not currently an officer or council member. The Section Chair and Chair-Elect will serve as ex-officio non-voting members of the Nominating Committee. Not later than the Spring Meeting of the Section’s Council, the Nominating Committee shall report for Council review and approval its nominations for the offices of:

  • Vice Chair
  • Secretary
  • Budget Officer
  • Education Officer
  • Membership and Diversity Officer
  • Publications Officer
  • Section Delegates: two (each to serve three years)
  • Council: fifteen total (each year: five general positions to serve three-years,)

Section 2: Approval of Nominees. Upon Council approval (or modification) of the Nominating Committee’s recommendations, the approved nominees shall be subject to a final binding vote by the Section at the Annual Business Meeting. Section members may nominate alternative members at the Annual Business Meeting. Upon two seconds from other Section members that floor nomination will be listed and voted on as an alternative to the nominee recommended by Council.

Section 3. Interim Nominations and Selections. In addition, the Nominating Committee shall make such further nominations as may be necessary to fill vacancies that will exist at or before the Annual Business Meeting of the Section. The nominations take effect upon approval of Council. The Nominating Committee shall then submit its nominations which have been approved by the Council to the Annual Business Meeting of the Section for approval by the membership.

ARTICLE VIII: Miscellaneous Provisions

Section 1. Fiscal Year of Section. The membership year and fiscal year of the Section shall be the same as that of the American Bar Association.

Section 2. Approval of Bills for Payment. All bills incurred by the Section, before being forwarded to the Treasurer of the American Bar Association for payment, shall be approved by the Chair or the Secretary or, if the Council shall so direct, by both of them.

Section 3. No compensation. No salary or compensation shall be paid to any officer, member of the Council, or member of a committee.

Section 4. Action requiring ABA authorization. Any action by this Section must be approved by the American Bar Association before the same becomes effective as the action of the American Bar Association. Any resolution adopted or action taken by this Section may on request of the Section be reported by the Chair of the Section to the Annual or Midyear meeting of the American Bar Association House of Delegates or any meeting of the American Bar Association Board of Governors for action thereon as necessary or appropriate.

Section 5. Effective Date. These Bylaws or any subsequent amendment thereto shall become effective upon the approval thereof by the House of Delegates upon recommendation of the Board of Governors of the Association.

Section 6. Amendments. These Bylaws may be amended at any Annual Business Meeting of the Section by majority vote of those Section members present and voting, provided such proposed amendment shall first have been approved by a majority of the Council, and provided, further, that no amendment so adopted shall become effective unless approved in accordance with the Constitutions and Bylaws of the Association.