ARTICLE ONE - Organization

1.1 The name of this organization shall be Southwest Conflict Resolution Network. It may also be referred to herein as the Organization

1.2 The Organization may have a seal in a form adopted by a two-thirds majority of the board of directors.

1.3 The Organization may change its name by a two-thirds majority of the board of directors.

ARTICLE TWO - Purposes

2.1 The Organization has the following purposes:

2.1.1 To promote and encourage the use of third-party neutrals in conciliation, facilitation, mediation and arbitration to resolve disputes and conflicts;

2.1.2 To disseminate information to the public about dispute resolution models;

2.1.3 To enhance communication among third-party neutrals;

2.1.4 To promote standards for ethics and practice for third-party neutrals;

2.1.5 To promote, conduct and sponsor continuing education for third-party neutrals.

ARTICLE THREE - Prohibitions

3.1 At all times, and notwithstanding any change in name, merger, consolidation, reorganization, termination, dissolution or winding up of the Organization, voluntary or involuntary, or by operation of law, or any other provisions hereof:

3.1.1 The Organization shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will prevent it from qualifying and continuing to qualify as an Organization described in Section 501(a) of the Internal Revenue Code of 1954, as amended, (the "Code"); nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification.

3.1.2 No part of the assets or earnings of the Organization shall ever be used, nor shall the Organization ever be organized or operated, for purposes that are not permitted under Section 501(a)of the Code.

3.1.3 The Organization shall never be used or operated for carrying on a trade or business for a profit.

3.1.4 At no time shall the Organization engage in any activity which is unlawful under the laws of the United States or the State of Texas.

3.1.5 No compensation, loan or other payment shall be paid to any officer, board member, creator or organizer of the Organization except as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Organization; and no part of the assets or net earnings, current or accumulated, of the Organization shall ever be distributed to or divided among such person or persons, or inure, be used for, accrue to or benefit any such person or private individual.

ARTICLE FOUR - Membership

4.1 There shall be one category of membership known as Member. Students, so long as they are actively and continuously engaged in formal training from an accredited institution in the use of third-party neutrals in conciliation, facilitation, mediation and arbitration to resolve disputes and conflicts, may be recognized as Members.

4.2 Members shall have the following minimum education and training qualifications or equivalent:

4.2.1 Education and Training:

Forty classroom hours of mediation theory, skills, and process, from a training program recognized by the Organization, or as currently required by the current state governing authority; and

If the Member is engaged in the mediation of family law disputes, an additional twenty-four hours in those areas required by state law, from a training program recognized by the Organization. The hours on the law must be taught by a state trainer and specific to state law.

If the Member is engaged in arbitration or other use of third-party neutrals in conciliation, facilitation or dispute resolution in a jurisdiction which requires other or additional training, the Member must secure such training.

Students, so long as they are actively and continuously engaged in formal training from an accredited institution in the use of third-party neutrals in conciliation, facilitation, mediation and arbitration to resolve disputes and conflicts, may meet the minimum training requirements.

4.3 Applications for membership shall be reviewed by the Membership Committee which may approve or reject the applicant.

4.4 In exceptional cases, applicants may be admitted to membership upon their request to submit alternative qualifications or to have a requirement waived, if an applicant has demonstrated exceptional commitment and merit in the field of dispute resolution. Such exceptions shall be reviewed on an individual basis by the Membership Committee and shall be approved by a three quarters vote of the full Board of Directors.

4.5 Misrepresentation in the application process or in the documentation of membership requirements shall be grounds for refusal or revocation of membership.

4.6 An applicant who disagrees with a decision of the Membership Committee may appeal to the Board of Directors. The Board may overrule the committee by a three quarters vote of the full Board.

4.7 Membership Maintenance:

To maintain membership, Members must keep dues current.

4.8 Separate sections for specialized practice areas of dispute resolution may be established by the Board of Directors.

4.9 Individuals or Organizations may become affiliated with the Organization by their demonstration of support. They shall be called "Friends of the Southwest Conflict Resolution Network".

ARTICLE FIVE - Board of Directors

5.1 The business of this Organization shall be conducted by a Board of Directors, consisting of the immediate past president, the officers of the Organization and not more than ten elected directors, who may include Members at large from or representing accredited institutions with educational programs in the use of third party neutrals in conciliation, facilitation, mediation and arbitration to resolve disputes and conflicts. Each elected director, each officer, and the past president shall be entitled to be referred to as a "Director". All of the Directors shall be residents of the State of Texas, and Members of the Organization who are in good standing.

5.2 At least sixty days before the date of election of officers and directors, the President shall appoint a nominating committee consisting of not less than three Directors, who shall propose nominations for officers and directors. The Nominees shall be set forth on a ballot to be sent to Members fourteen days prior to the election. Nominations may also be made by petition. A nominee whose petition is signed by ten percent of Members shall be placed on the ballot. Election of officers and elected directors shall be in person, or by mail, e-mail, proxy or facsimile ballot. There shall be no cumulative voting for any office. No election for any office shall be valid unless at least 20% of the voting membership shall have cast ballots for such office. A candidate for any office will be elected if the candidate receives the largest number of the votes cast for that office.

5.3 The terms of the officers shall be for one year or until their replacements are duly elected.

5.4 The terms of the elected directors shall be for two years or until their replacements are duly elected

5.5 The Board of Directors shall have the control and management of the affairs of this Organization. The Board of Directors shall only act in the name of the Organization when it shall be regularly convened by its presiding officer after due notice to all the directors of such meeting, except that meetings, actions and votes may be taken telephonically or by electronic mail after due notice to all the directors.

5.6 A meeting of the Board of Directors shall be held immediately after the annual membership meeting, and at such other times during the year as may be called by the President or by a majority of the Board of Directors.

5.7 The presence of a majority of Directors is necessary to constitute a quorum for a meeting of the Board of Directors in the manner determined by the President. The act of a majority of the Directors present at a meeting at which a quorum is present is an act of the Board of Directors. Each Director shall be entitled to one vote.

5.9 The Board of Directors may make such rules and regulations for its meetings as it may in its discretion deem to be necessary.

5.10 Vacancies in the Board of Directors shall be filled for the balance of the term by a vote of the majority of the remaining members of the Board of Directors.

5.11 Directors who miss three consecutive board meetings or attend less than 60% of general meetings shall be removed from the Board of Directors.

5.12. A Director may be removed for cause by the affirmative vote of a majority of the Board members.

5.13 A Director may be removed without cause by the affirmative vote of a majority of the Board members provided the Director is given prior notice of the action to be taken and an opportunity to respond.

5.13 The Board of Directors may create an Advisory Board to provide counsel and direction on policy matters. Guidelines for the activities and membership of the Advisory Board shall be determined by the Board of Directors.

ARTICLE SIX - Officers

6.1 The officers of the Organization shall be a President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer. No officer shall resign his/her office except for good cause shown to the Board of Directors. No resignation shall be effective until accepted by the Board of Directors. Any officer may be removed from office for cause by a two-thirds vote of the Board of Directors.

6.2 President

6.2.1 The President shall preside at all general meetings.

6.2.2 The President shall be presiding officer of the Board of Directors.

6.2.3 At each annual meeting of the Organization, the President shall present an annual report of the work of the Organization.

6.2.4 The President shall appoint all committees, temporary or permanent.

6.2.5 The President shall see that all books, reports, and certificates required by law are properly maintained or filed.

6.2.6 The President shall have such powers as normally and reasonably appertain to the chief executive of any Organization.

6.3 Vice President

6.3.1 The Vice President shall, in the absence or inability of the President to exercise the powers of office, become acting President of the Organization with all the rights, privileges and powers as if duly elected President.

6.3.2 The Vice President shall be responsible for the planning and execution of all events scheduled by the Organization including assignment of Directors and Members to event duties.

6.4 Recording Secretary

6.4.1 The Recording Secretary shall keep the minutes of the Board of Directors meetings and membership meetings and the records of the Organization in appropriate books.

6.4.2 The Recording Secretary shall file any certificate required by any statute, federal or state.

6.4.3 The Recording Secretary shall, in the absence or inability of the President and Vice President to exercise the powers of office, become acting President of the Organization with all the rights, privileges and powers as if duly elected President.

6.4.4 The Recording Secretary shall be official custodian of the records and seal of this Organization.

6.4.5 The Recording Secretary shall be the Secretary of the Board of Directors.

6.5 Corresponding Secretary

6.5.1 The Corresponding Secretary shall present to the membership at any meetings any communication addressed to the Secretary of the Organization.

6.5.2 The Corresponding Secretary shall give and serve all notices to Members of this Organization.

6.5.3 The Corresponding Secretary shall be the editor and publisher of any newsletter or general communication organ of the Organization.

6.5.4 The Corresponding Secretary shall, in the absence or inability of the Recording Secretary to exercise the powers of office, become acting Recording Secretary of the Organization with all the rights, privileges and powers as if duly elected.

6.6 Treasurer

6.6.1 The Treasurer shall have the care and custody of all monies belonging to the Organization and shall be solely responsible for such monies or securities of the Organization including collection of dues, event fees and any other monies collected or disbursed at any Organization event.

6.6.2 The Treasurer and one other Board Member shall be authorized to sign checks of the Organization; however, only one signature shall be required.

6.6.3 The Treasurer shall bring the Organization checkbook to all Board of Director and Membership meetings, and shall bring sufficient cash to make change at all Membership meetings.

6.6.4 At stated periods, as the Board of Directors shall determine, the Treasurer shall render a written account of the finances of the Organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

6.6.5 The Treasurer shall exercise all duties incident to the office of Treasurer.

6.7 No officer shall, by reason of office, receive any salary or compensation; but nothing herein shall prevent the Board of Directors from reimbursing an officer for expenses incurred on behalf of this Organization, with the prior approval of the expenditure by the Board of Directors.

6.8 Appointed Officers

Upon a majority vote of the Board of Directors, the Board of Directors may establish additional officer positions subordinate to those officers set forth in ARTICLE SIX, and appoint Members to fill such additional officer positions for a definite or indefinite terms in its discretion. Such additional appointed officer positions shall Include, but not be limited to, Assistant Treasurer. Such additional appointed officers shall not thereby be voting directors unless they shall have been elected such pursuant to ARTICLE FIVE or shall be filling a vacancy in the Board of Directors for the balance of a term by a vote of the majority of the remaining members of the Board of Directors.

6.9 Qualifications for Office

From time to time, and in its reasonable discretion, the Board of Directors may establish qualifications for the several officer positions, and shall communicate those qualifications to the nominating committee and publish them to the membership prior to accepting any nominations for election for those positions for which qualifications have been established. In no event shall the Board of Directors establish any qualifications that are arbitrary or would have the effect of limiting available candidates to specific individuals. Notwithstanding the foregoing, to be eligible for the positions of President and Treasurer, candidates must have served on the Board of Directors at least one full year prior to the first Board of Directors meeting in which they would participate, if elected. For purposes of this Paragraph 6.9, service as an additional appointed officer shall constitute service on the Board of Directors.

ARTICLE SEVEN - Committees

7.1 All committees of this Organization shall be appointed by the President and their term of office shall be until the time of the next election of officers.

7.2 The President shall be an ex-officio member of all committees but shall have no vote unless the President is also an actual member of such committee. If an Executive Committee of the Board of Directors or of the Organization is formed, the President shall be chairman of such committee and shall have a vote. Nothing in this section shall be interpreted as prohibiting the President from voting at any meeting of the Board of Directors or at any membership meeting.

7.3 Unless otherwise designated by these Bylaws, a majority of the members of a committee shall constitute a quorum.

7.4 The act of a majority of a committee present at a meeting shall be the act of the committee. No action of a committee shall be valid unless taken at a meeting at which a quorum is present, except as hereinafter provided.

7.5 The Chairman may poll the opinion and/or the vote of the committee by telephone, mail ballot, or other means as to any matter that might come before a committee meeting. The opinion and/or vote of the committee members as to such matter shall be the decision and/ or action of the committee if:

7.5.1 Each member shall have been contacted or reasonable attempts to contact each member can be demonstrated; and

7.5.2 The opinion and/or vote is the expression of at least a majority of the members of the committee, unless these Bylaws otherwise require a greater vote; and

7.5.3 A written report of the results of the opinion and/or vote is transmitted to each member of the committee within ten days after the date of such poll.

ARTICLE EIGHT - Meetings

8.1 An annual membership meeting of this Organization shall be held each year. The Corresponding Secretary shall send to every Member in good standing, at the address or e-mail address as it appears in the membership roll book of this Organization, a notice stating the time and place of such annual meeting, not less than ten nor more than fifty days before the date of the meeting.

If appropriate, a ballot(s) for a mail, facsimile or proxy vote may be included with the meeting notice.

8.2 The presence of not less than one-fifth of the Members in good standing, in person or by proxy, shall constitute a quorum and shall be necessary to conduct the business of this Organization; but a lesser number may recess the meeting for a period of not more than five weeks from the date scheduled by these Bylaws. The Corresponding Secretary shall cause a notice of this scheduled meeting to be sent to all those Members who were not present at the meeting originally called.

8.3 Special meetings may be called by the President when the President deems it in the best interest of the Organization. Notices of such meeting, together with ballots for the voting on the questions to be decided, shall be sent to all Members at their addresses or e-mail addresses as they appear in the membership roll book at least ten but not more than fifty days before the scheduled date set for such meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom it has been called.

8.4 At the request of the Board of Directors, or one-tenth of the Members, or on the President′s own motion, the President shall cause a special meeting to be called; but such request must be made in writing at least thirty days before the requested scheduled meeting date.

8.5 No other business but that specified in the notice may be transacted at such special meeting.

8.6 Meetings shall be conducted in accordance with Roberts' Rules of Order. One Board member shall serve as Parliamentarian. If the Parliamentarian is not present, the President shall appoint a Board member to serve as a substitute Parliamentarian for that meeting.

ARTICLE NINE - Order of Business

9.1 The order of business at a regular membership meeting shall be:

9.1.1 Reading the minutes of the preceding meeting

9.1.2 Reports of Committees

9.1.3 Reports of Officers

9.1.4 Old and Unfinished Business

9.1.5 New Business

9.1.6 Adjournment

ARTICLE TEN - Voting

10.1 Unless a greater vote is required by these Bylaws, the act of a majority of the Members present at a membership meeting at which a quorum is present shall be an act of the membership. No action of the membership shall be valid unless taken at a meeting at which a quorum is present, in person or by proxy, except for actions taken by mail, e-mail or facsimile ballot as provided in these Bylaws.

10.2 At all meetings all votes shall be by hand, written ballot or voice vote at the direction of the presiding officer. At the direction of the presiding officer a mail, e-mail or facsimile ballot of the entire membership may be taken on any issue raised at any regular or special membership meeting. The opinion and/or vote of the membership shall be the decision of the membership if:

10.2.1 Each Member shall have been contacted or reasonable attempts to contact each Member can be demonstrated; and

10.2.2 The opinion and/or vote is the expression of at least a majority of the entire membership, unless these Bylaws otherwise require a greater vote; and

10.2.3 A written report of the results of the opinion and/or vote is transmitted to each Member within fifteen working days after the date of such poll.

10.3 Mail ballots shall be mailed or delivered to the Recording Secretary.

10.4 Only Members who have paid their dues for a given calendar year may vote for election of Directors held in that year. Members who join and who have paid their dues after that date may vote on all other matters.

10.5 At any time, the Board of Directors may conduct by mail, e-mail or facsimile ballot, a vote or referendum of the membership in connection with any issue it may consider or action to be taken. Such mail, e-mail or facsimile ballot shall specify a deadline for its return.

ARTICLE ELEVEN - Salaries

11.1 The Board of Directors may hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of this Organization.

ARTICLE TWELVE - Dues

12.1 The dues shall be as set by the Board of Directors.

ARTICLE THIRTEEN - Adoption and Amendment of Bylaws

13.1 These Bylaws shall be adopted upon the affirmative vote of a majority of the Board of Directors of the Southwest Conflict Resolution Network. [These Bylaws were adopted on May 21, 2002, at the regularly scheduled meeting of the Board of Directors]

13.2 The Bylaws may be amended or repealed by an affirmative vote of not less than two-thirds (2/3) of the Board of Directors and any Members in attendance at any regularly scheduled meeting of the Board of Directors. Notice of the purpose of the vote must have been given to all Members prior to the meeting so that any interested members may attend. The results shall be recorded in the minutes.

13.3 The Bylaws may be amended or repealed by mail, e-mail or facsimile ballot as provided for in ARTICLE TEN and shall be required to pass by the same majority as provided for in Section 13.2.

13.4 Any notice required by this article shall be in writing, deposited in the U. S. mail to the last known address or by e-mail to the last known e-mail address of the Members not less than ten (10) days before the event for which the notice is given.

ARTICLE FOURTEEN - Local Chapters

14.1 The Board of Directors may create and abolish local chapters of the Organization. The Board of Directors shall consider a written application from six or more Members of the Organization to establish a local chapter and shall determine the geographic boundaries of such local chapter.

14.2 The purpose of local chapters shall be to promote the purposes of the Organization, as set forth in these Bylaws, in the geographic boundaries of the local chapter.

14.3 Any person who is a Member in good standing of the local chapter and is a Member of the Organization may hold elective office in that local chapter.

14.4 The constitution and Bylaws of a local chapter must be approved by the Board of Directors of the Organization.

ARTICLE FIFTEEN – INSURANCE AND INDEMNIFICATION

15.1 Insurance

From time to time, and in its reasonable discretion, the Board of Directors may purchase such insurance coverage as it deems necessary and desirable to protect this Organization and its officers and directors.

15.2 Indemnification

In recognition of the Officers’ and Directors’ need for substantial protection against personal liability and to enhance their continued service to the Organization in an effective manner, including continued service under any Agreement for advisory services by Officers and Directors to the Organization following their terms of office, this Organization shall defend, indemnify, protect and save harmless its Officers and Directors from all cost, liability, damage and expense from any claim, suit or proceeding by any third party (including without limitation any member of this Organization in any way arising out of such indemnitee’s exercise of or failure to exercise his duties and responsibilities to fullest extent permitted by law (whether partial or complete) and, to the extent insurance is maintained, for the continued coverage of such indemnitees under the Organization’s directors’ and officers’ liability insurance policies (the ”D&O Insurance” excepting only indemnitees’ grossly negligent acts or willful or wanton misconduct.