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California Court Reporters
Bylaws
(Adopted October 6, 2001)
ARTICLE 1 – NAME
The name of this organization shall be the California Court
Reporters Association, Incorporated (hereinafter referred to as the
“Association”).
ARTICLE 2 – PURPOSES
The purposes of the Association shall be:
a)
To sponsor, promote, and
execute policies, activities and legislative initiatives which
further the profession of court reporting;
b)
To promote verbatim
shorthand reporting technologies over alternative reporting methods;
c)
To engage in activities
which will assist in establishing and maintaining high standards of
proficiency and conditions of employment under which court reporters
practice;
d)
To promote a broader
understanding and acceptance of the verbatim shorthand reporter as
an indispensable part of the judicial system;
e)
To promote lawful and
professional conduct by court reporters and compliance with all
applicable laws, rules, and regulations, including antitrust laws.
ARTICLE 3 – PARLIAMENTARY AUTHORITY
a)
The current edition of
“Robert’s Rules of Order Newly Revised” shall be the official
parliamentary guide in all situations not provided for in these
Bylaws or the Standing Rules of the Association.
b)
A parliamentarian may be
appointed by the President or the Board of Directors to serve at any
meeting of the Association.
ARTICLE 4 – MEMBERSHIP
Section 1 – Definitions
a)
Membership in the
Association shall be open to individuals who subscribe to and
support the purposes of the Association and who meet the
requirements for one of the classes of membership, as defined
herein.
b)
The term “court reporter”
as used in these Bylaws shall be defined as any person who is
skilled and primarily engaged in the verbatim reporting of
proceedings by use of shorthand symbols, manually or by stenographic
machine.
c)
The term “voting members”
as used in these Bylaws shall be defined as Regular and
Participating Members as described in Section 2(a) and (b) of this
Article.
Section 2 – Classes of Members
The membership shall consist of six classes, defined as follows:
a)
Regular Members – Any
person who holds a valid California Certified Shorthand Reporter’s
license.
b)
Participating Members –
Any person who has passed the State of California test for Hearing
Reporter and utilizes shorthand to produce the record or is a
non-licensed official court reporter appointed to an official
position prior to January 1, 1983, pursuant to Business and
Professions Code section 8016. Participating Members shall be
entitled to all privileges of membership except holding office, or
as otherwise provided in these Bylaws.
c)
Student Members – Any
person who is currently enrolled as a student of verbatim shorthand
reporting who does not qualify for any other class of membership.
Student Members shall be entitled to all privileges of membership
except voting and holding office.
d)
Retired Members – Any
member of the Association who has been a member in good standing for
the last consecutive ten (10) years and who has permanently retired
from the active practice of verbatim shorthand reporting. Such
membership shall be granted upon approval of the Board of Directors.
Retired Members shall be entitled to all privileges of membership
except voting and holding office.
e)
Instructor Members – Any
person who is an instructor of verbatim shorthand reporting at a
school which conducts a verbatim shorthand reporting course and who
does not qualify for any other class of membership. Instructor
Members shall be entitled to all privileges of membership except
voting and holding office.
f)
Associate Members – Any
person not otherwise eligible for membership. Such membership shall
be granted upon approval of the Board of Directors, unless otherwise
provided in the Standing Rules. Associate Members shall be entitled
to all privileges of membership except voting and holding office.
Section 3 – Privileges
a)
All classes of members
shall enjoy the privileges of membership in the Association except
where certain privileges are specifically restricted by these
Bylaws.
b)
All members may attend
meetings of the membership and may participate in any debate at such
meetings, pursuant to rules adopted for such meetings. Only members
entitled to vote shall be eligible to make or second motions at such
meetings.
c)
All members may attend
meetings of the Board of Directors. Only members of the Board of
Directors, and the Legislative Council or their proxy, as provided
by these Bylaws, may make or second motions and vote on any issue at
a meeting of the Board of Directors and/or Legislative Council at
which a quorum is present.
d)
The dues of members shall
include a subscription to the official publication of the
Association.
e)
Honorary Members – Any
person who has made outstanding contributions to the court reporting
profession may be considered for honorary membership. Such
membership shall be granted upon recommendation of the Board of
Directors and ratification by two-thirds (2/3) vote of the Regular
and Participating Members at an Annual Meeting where a quorum is
present. Honorary Members shall be entitled to all privileges of
membership except voting and holding office, and shall be exempt
from the payment of dues.
Section 4 – Suspension, Termination, and Reinstatement of Membership
a)
The membership of any
person whose dues are sixty (60) days in arrears shall be suspended
and all privileges of membership shall be terminated.
b)
A member in good standing
who terminated membership by resignation may be reinstated, if
eligible, to the member’s former class of membership upon written
request, fulfilling the current requirements of membership and full
payment of the current year’s dues.
ARTICLE 5 – DUES AND CHARGES
Section 1 – Annual Dues
a)
The annual dues, or any
special assessment, for each class of membership shall be set by the
Board of Directors and payable in U.S. funds.
b)
Annual dues shall be due
and payable on the first day of the month in which the member
initially joined and shall continue in force through the last day of
the month immediately preceding the anniversary month.
c)
The Board of Directors may
establish procedures and amounts for the proration of dues.
d)
Honorary Members shall be
exempt from the payment of dues.
Section 2 – Charges
Charges for programs, services and materials shall be determined by
the Board of Directors.
ARTICLE 6 – GOVERNANCE
Section 1 – Governing Body
The governing body of the Association shall be the Board of
Directors, which shall represent the membership and manage and
direct the affairs of the Association in accordance with the goals,
objectives and purposes of the Association and pursuant to
California law.
Section 2 – Districts
There shall be four (4) districts consisting of counties as follows:
a)
Seat-A (Northern) —
Alpine, Amador, Butte, Calaveras, Colusa, El Dorado, Glenn, Lassen,
Modoc, Mono, Nevada, Placer, Plumas, Sacramento, San Joaquin,
Shasta, Sierra, Siskiyou, Sutter, Tehama, Trinity, Yolo, Yuba;
b)
Seat-B (Upper Central) —
Alameda, Contra Costa, Del Norte, Humboldt, Lake, Marin, Mendocino,
Napa, San Francisco, San Mateo, Solano, Sonoma;
c)
Seat-C (Lower Central) —
Fresno, Kern, Kings, Madera, Mariposa, Merced, Monterey, San
Benito, San Luis Obispo, Santa Barbara, Santa Clara, Santa Cruz,
Stanislaus, Tulare, Tuolumne, Ventura;
d)
Seat-D (Southern) —
Imperial, Inyo, Los Angeles, Orange, Riverside, San Bernardino, San
Diego.
Section 3 – District Designation
Each member shall designate on his/her membership form the district
of their principal place of business. This designation may be
changed no more frequently than biennially unless, upon request, the
Board of Directors grants an earlier change due to unusual
circumstances.
ARTICLE 7 – BOARD OF DIRECTORS
Section 1 – Eligibility
To be eligible for election as a Director, a member must be a
Regular Member.
Section 2 – Composition
The Board of Directors shall consist of:
a)
Four (4) elected Officers,
as defined in these Bylaws;
b)
One (1 ) Regular Member
from each of the four (4) Districts whose principal place of
business is within said District;
c)
Two (2) Regular Members
elected by the Membership regardless of District but not from the
same district; and
d)
The Immediate
Past-President.
Section 3 – Duties
The duties of the Board of Directors shall be to:
a)
Determine the annual dues
for membership in the Association;
b)
Annually approve a budget
and allocate funds for carrying out the purposes of the Association;
c)
Elect a Finance Committee;
d)
Levy assessments for
defraying necessary expenses of the Association;
e)
Approve all proposals for
borrowing money or contracting debts on behalf of the Association;
f)
Designate signatories for
all bills, drafts, acceptance, checks, endorsements or other
evidence of indebtedness;
g)
Appoint a California
Certified Public Accountant to audit or review the books and records
of the Secretary/Treasurer and prepare the Federal and State tax
returns;
h)
Upon recommendation of the
Finance Committee, approve all expenses or requests for
reimbursement not conforming with the Standing Rules;
i)
Approve all matters
relating to the administration of the financial affairs of the
Association;
j)
Contract for the
services of a legislative advocate, who shall submit a written
annual report to the membership at the Annual Meeting;
k)
Initiate proposals
regarding legislation with consideration of resolutions submitted by
the Legislative Council and report to the Legislative Council by the
most economical and expeditious means available;
l)
Observe and monitor the
legislative conference of the Legislative Council held prior to the
beginning of each year’s California legislative session;
m)
Contract for the services
of Association support staff necessary to conduct Association
business and fix their compensation;
n)
Adopt Standing Rules
governing the operation of the Association and the conduct of the
two meetings of the Legislative Council;
o)
Approve all appointments
made by the President;
p)
Consider resolutions
submitted by the Legislative Council regarding Association
activities, management and policies and report actions taken in
response to the Legislative Council;
q)
Designate a member of the
Board of Directors to carry out the duties of the
Secretary/Treasurer in their absence;
r)
Elect a member of the
Board of Directors to fill a vacancy in the office of Vice-President
or Secretary/Treasurer;
s)
Publish the official
publication of the Association, appoint an editor, and establish
editorial policies;
t)
Approve any grant of
Retired Member or Associate Member status;
u)
Select a time and place
for the Annual Meeting of the membership;
v)
Consider any resolution
passed by the membership at the Annual Meeting;
w)
Recommend to the voting
members at the Annual Meeting any grant of Honorary Member status;
x)
Make recommendations on
proposed Bylaws amendments or revisions, as appropriate;
y)
Act upon all questions
affecting the interest of the court reporting profession between
Annual Meetings or Special Meetings of the membership.
ARTICLE 8 – OFFICERS
Section 1 – Titles and Eligibility
a)
The Officers of the
Association shall be a President, two (2) Vice-Presidents, and a
Secretary/Treasurer;
b)
To be eligible for
election as an Officer, a member must be a Regular Member and must
not be a member of any other statewide court reporting organization
as defined in Article 11, Section 1(b).
Section 2 – Duties of the President
The President shall:
a)
Preside at all meetings of
the Association and the Legislative Council;
b)
Be chairperson of the
Board of Directors;
c)
Appoint, with the approval
of the Board of Directors, the chairpersons of Standing Committees,
special committees, and task forces;
d)
Be a nonvoting ex-officio
member of all committees and task forces, except the Nominating
Committee;
e)
Appoint an Historian;
f)
With the assistance of the
two (2) Vice-Presidents, the Secretary/Treasurer and the Finance
Committee, submit a proposed budget to the Board of Directors at the
close of the Annual Meeting;
g)
At the end of the term,
submit a report on the activities of the Association to the
membership at the Annual Meeting;
h)
Designate a Vice-President
to perform the duties of President in the event of the inability of
the President to serve;
i)
Perform duties incident
to the office of President and such other duties as may be
prescribed by the Board of Directors
Section 3 – Duties of the Vice Presidents
a)
There shall be two (2)
Vice-Presidents of equal rank. One shall be an official reporter
elected to serve as Vice-President Officials and the other a
freelance court reporter elected to serve as Vice-President
Freelance.
b)
One of the Vice-Presidents
shall serve concurrently as a Vice-President and President-Elect, as
determined by vote of the membership.
c)
The Vice-Presidents shall
assist the President and act as chairpersons of such committees as
appointed by the President.
d)
The Vice-Presidents shall
assist in the preparation of a proposed budget for the fiscal year.
e)
A Vice-President shall
perform the duties of President if so designated in the event of the
inability of the President to serve.
f)
The Vice-Presidents shall
perform all other duties incident to the office and such other
duties as may be prescribed by the Board of Directors.
Section 4 – Duties of the Secretary/Treasurer
The Secretary/Treasurer shall:
a)
Act as Secretary to the
Board of Directors;
b)
Direct the maintenance of
a roster of authorized representatives on the Legislative Council;
c)
Direct the maintenance of
a roster of membership in local court reporter associations
represented on the Legislative Council;
d)
Conduct all elections,
qualify each member so elected, and expeditiously publish the
results to the membership;
e)
Direct the maintenance of
the official membership list and other mailing lists of the
Association;
f)
Oversee and be responsible
for all funds, securities, and financial records of the Association;
g)
Assist in the preparation
of a proposed budget for the fiscal year;
h)
Pay all bills incurred in
the ordinary and usual course of business of the Association;
i)
Direct the collection of
all monies due to the Association;
j)
Obtain a surety bond
from a guaranty company in an amount approved by the Board of
Directors;
k)
File in the association
records a yearly written financial report prepared by a California
Certified Public Accountant;
l)
Submit a written
financial report at each meeting of the Board of Directors;
m)
Submit a written financial
report to the membership at the Annual Meeting;
n)
Submit all expenses not
conforming to the guidelines in the Standing Rules to the
chairperson of the Finance Committee within fifteen (15) days of
receipt of same; any expense or request for reimbursement not
conforming to the Standing Rules shall be submitted to the Board of
Directors for approval;
o)
Perform all other duties
incident to the office and such other duties as may be prescribed by
the Board of Directors.
ARTICLE 9 – EXECUTIVE COMMITTEE
a)
The Executive Committee
shall consist of the President, Vice-President Officials,
Vice-President Freelance, Secretary/Treasurer, and the Immediate
Past President, who shall serve as a nonvoting ex-officio member.
The Board of Directors may designate an appropriate Association
support staff person to serve as a nonvoting ex-officio member of
the Executive Committee.
b)
The Executive Committee
shall have and may exercise only the authority and powers granted by
the Board of Directors, consistent with the laws of the State of
California, during interims between meetings of the Board of
Directors.
c)
A majority of the voting
members of the Executive Committee shall constitute a quorum. Any
action taken by the Executive Committee shall require the approval
of at least three (3) members of the Executive Committee.
d)
The Executive Committee
shall at the next meeting inform the Board of Directors of any
actions taken by the Executive Committee. In no event shall the
Executive Committee have the authority to modify or rescind any
action taken by the Board of Directors without prior approval of the
Board of Directors.
e)
The Executive Committee
shall annually review contractual arrangements, including
performance of the Executive Director or, if none, other Association
support staff. The report and recommendations of the Executive
Committee shall be presented to the Board of Directors in executive
session.
ARTICLE 10 – LEGISLATIVE COUNCIL
Section 1 – Members
a)
The Legislative Council
shall consist of one (1) representative from each local court
reporter association, as defined in these Bylaws. Each local court
reporter association shall designate one of its members to act as
the Legislative Council representative.
b)
Each Legislative Council
representative shall be a Regular or Participating Member of the
Association.
c)
The term “local court
reporter association” as used in these Bylaws means an association
consisting of at least fifteen (15) members, which has elected
officers and/or a board of directors. In order to participate on the
Legislative Council, such local court reporter association shall
espouse and embrace purposes consistent with those stated in the
Bylaws of the Association, and its members shall be eligible for
membership in the California Court Reporters Association as Regular,
Participating or Retired Members.
d)
Each Legislative Council
representative shall file with the Secretary/Treasurer of the
Association at the start of each Association fiscal year a list of
all members of the local court reporter association. Failure to
comply shall result in no person being permitted to act on behalf of
said local court reporter association on the Legislative Council.
e)
Each Legislative Council
representative must file with the Secretary/Treasurer of the
Association an authorization letter signed by the president,
secretary, or executive officer of said local court reporter
association, designating the local court reporter association’s
authorized representative. A new letter of authorization must be
filed with the Secretary/Treasurer upon any change in the designated
Legislative Council representative. Failure to comply shall result
in no person being permitted to act on behalf of said local court
reporter association on the Legislative Council.
f)
A Legislative Council
representative must be recognized as authorized by the
Secretary/Treasurer of the Association before being allowed to cast
a vote.
Section 2 – Meetings
There shall be a minimum of two meetings each year of the
Legislative Council, as follows:
a)
Upon the call of the
President, but in any event prior to the beginning of each year’s
California legislative session, there shall be a Legislative
Conference of the Legislative Council for the purpose of considering
resolutions proposed by local court reporter associations. Those
resolutions approved by majority vote as defined in Article 15,
Section 3(a), shall be submitted to the Board of Directors.
b)
The President shall chair
the Legislative Conference.
c)
The rules for conduct of
the Legislative Conference shall be contained in the Standing Rules
of the Association.
d)
A second meeting of the
Legislative Council shall occur during the legislative year for the
purpose of an information exchange on issues of concern to the court
reporters in each county.
e)
The President shall chair
the information exchange meeting.
f)
The rules of conduct of
the information exchange meeting shall be contained in the Standing
Rules of the Association.
Section 3 – Duties
The Legislative Council shall:
a)
Formulate legislative
proposals affecting the court reporting profession;
b)
Approve by majority vote,
as defined in Article 15, Section 3(a) of these Bylaws, all
proposals to be presented to the Board of Directors;
c)
Act as a liaison between
the Association and local court reporter associations;
d)
Submit by resolution
recommendations to the Board of Directors regarding Association
activities, management and policies.
ARTICLE 11 – ELECTIONS
Section 1 – Eligibility
a)
To be eligible for
election as an Officer or Director, a member must be a Regular.
b)
An official court reporter
employed by any court in a management position, as determined by the
Board of Directors, shall not be eligible to serve as an Officer or
Director.
Section 2 – Officers
a)
The election of Officers
shall take place at the Annual Meeting by a majority vote where a
quorum is present as defined in Article 15, Section 4(a).
b)
Officers shall serve one
(1) year or until their successors are elected and qualified.
c)
The office of President
shall not be held more than two (2) consecutive terms.
d)
Duties of office shall be
assumed at the close of the Annual Meeting.
e)
One of the Vice-Presidents
shall be elected by the membership to serve concurrently as a
Vice-President and President-Elect. The election to President-Elect
shall occur following the elections of Vice-Presidents. The
President-Elect shall succeed to the office of President at the end
of the term of the current President.
f)
In order to serve a
consecutive term, the President must be nominated and then reelected
by the membership. If the current President is so elected, the
membership shall also elect a President-Elect.
Section 3 – Board of Directors
a)
The six (6) Regular
Members elected by the membership shall serve in the capacity of
Director of the Association and shall not represent any particular
district.
b)
The six directorships
shall be designated for election purposes as Seat A, Seat B, Seat C,
Seat D, Seat E and Seat F. Seats “A,” “B,” “C,” and “D” shall
correlate to the districts designated in Article 6, Section 2, of
these Bylaws. Seats “E” and “F” shall correlate to the Directors
elected at large by the membership but who shall not be from the
same district.
c)
In even-numbered years,
the Directors holding Seats “A,” “C,” and “E” shall be elected for a
term of two years and shall serve until their successors have been
elected and qualified.
d)
In odd-numbered years, the
Directors holding Seats “B,” “D,” and “F” shall be elected for a
term of two years and shall serve until their successors have been
elected and qualified.
e)
Candidates for the Board
of Directors shall be nominated by the Nominating Committee, or by
the membership pursuant to Article 16, Section 11(f), and shall be
elected by plurality vote of those members present and entitled to
vote at the Annual Meeting.
f)
In the case of a tie vote,
a second vote shall be taken immediately following the first vote.
If another tie vote occurs, the election for that seat shall be
decided by drawing by lot.
g)
Duties of office shall be
assumed at the close of the Annual Meeting.
ARTICLE 12 – VACANCIES
Section 1 – General
The Board of Directors may determine a vacancy exists when an
Officer or Director has missed two or more consecutive meetings of
the Board of Directors without reasonable cause therefor.
Section 2 – Officers and Board of Directors
a)
If there is a vacancy in
the office of the President, the President-Elect shall complete the
unexpired term. The President-Elect shall not be precluded from
serving a full term as President following the expiration of the
current President’s term.
b)
If there is a vacancy in
the office of President-Elect, such vacancy shall remain open until
the next Annual Meeting.
c)
If there is a vacancy in
any other office, the Board of Directors, by majority vote, shall
elect an Officer or Director to fill the unexpired term.
d)
If there is a vacancy on
the Board of Directors, the Board of Directors shall appoint a
Director Pro Tempore from the district in which the vacancy exists
to complete the remaining term.
ARTICLE 13 – RECALL AND REMOVAL
Section 1 – Board of Directors
a)
If there is evidence that
a Director’s conduct tends to injure the good name of the
Association, disturb its well-being, or hamper it in its work, a
special committee shall be appointed by the President, at the
President’s discretion, to investigate the charges and report its
findings to the Board of Directors.
b)
For the protection of the
Association as well as the accused Director, the conduct complained
of and the activities of the special committee shall be kept in
confidence by conducting related proceedings in executive session.
c)
The Director in question
shall be afforded a fair hearing and the opportunity to address the
special committee and to have their responses included in the report
of the special committee to the Board of Directors.
d)
Upon receipt of the
report, the President shall call a meeting of the Board of Directors
in executive session for the purpose of deciding whether to remove
the Director. A two-thirds (2/3) vote shall be required to remove
the Director.
e)
If the Director is
removed, the Association shall only disclose those facts necessary
for the protection of the Association. Neither the Association nor
any of its members shall make public the charge upon which the
Director was removed or reveal any other details connected with the
inappropriate conduct.
Section 2 – Officers
Any Officer may be removed for cause by three-fourths (3/4) vote of
the Board of Directors present and voting, each person representing
one vote, whenever in their judgment the best interests of the
Association would be served thereby. Procedures for removal shall be
determined by the Board of Directors and shall include provisions
for the conduct of fair hearings.
ARTICLE 14 – MEETINGS
Section 1 – Annual Meeting
a)
Annual Meetings shall be
held at a time and place in October each year as selected by the
Board of Directors. Notice of the Annual Meeting shall be given to
the membership not less than thirty (30) days prior to the date
thereof.
b)
If the Board of Directors,
by two-thirds (2/3) vote, determines that the holding of the Annual
Meeting would be inadvisable because of unusual or unforeseen
conditions, the membership shall be notified of the reason therefor
and the Annual Meeting rescheduled as soon as practicable.
c)
At least thirty (30) days
prior to the Annual Meeting, a written resolution signed by at least
sixty (40) members, ten (10) from each District, may be filed with
the Secretary/Treasurer. Such resolution should include a brief
statement of purpose and the action requested by such members. The
resolution shall be read by the President at the Annual Meeting and
a vote taken. Such resolution must be passed by a two-thirds (2/3)
vote. The resolution, if passed, shall then be considered by the
Board of Directors at its next meeting.
Section 2 – Special Meeting
A Special Meeting of the membership may be called by a majority of
the Board of Directors or upon petition of five (5) percent of the
voting members. The only business transacted shall be that specified
in a written notice mailed to the Regular and Participating Members
by the Secretary/Treasurer not less than fifteen (15) days prior to
the date of such meeting.
Section 3 – Board of Directors
a)
The President or a
majority of the Board of Directors may call a Board meeting.
b)
All meetings of the Board
of Directors, except any meeting called on an emergency basis or
held by telephone conference or internet device, shall be noticed in
the official publication.
c)
All meetings of the Board
of Directors shall be open to all members, except any portion
conducted in executive session or any meeting held by telephone
conference or internet device.
d)
If a meeting is held by
telephone conference or internet device, all members of the Board of
Directors shall individually or collectively consent in writing to
that action. Such written consent shall be filed with the minutes
of the proceedings of the Board of Directors.
Section 4 – Board of Directors Executive Session
The Board of Directors may vote to hold certain portions of a Board
of Directors meeting in executive session. During such session, only
members of the Board of Directors shall be present. The Board of
Directors may vote to include persons during an executive session.
The Board of Directors may vote to include or exclude Directors or
officers for good cause. Any vote taken in executive session shall
be duly recorded for the minutes in open session. Minutes of an
executive session shall be sealed. No discussions had nor personal
notes taken during an executive session shall be disclosed by any
person.
Section 5 – Legislative Council
Meetings of the Legislative Council called pursuant to Article 10,
Section 2, shall be held at such times and places as directed by the
President.
ARTICLE 15 – VOTING
Section 1 – Membership
A majority of the Regular and Participating members registered,
present and voting at a meeting at which a quorum is present shall
determine all issues, unless otherwise specified in these Bylaws.
Section 2 – Board of Directors
a)
A majority vote of the
Board of Directors present and voting at a meeting at which a quorum
is present shall determine all issues, unless otherwise specified in
these Bylaws.
b)
Between meetings of the
Board of Directors and at the request of three (3) Directors, the
President shall submit a question to the Board of Directors for a
vote by the most expeditious and economical method if all members of
the Board of Directors shall individually or collectively consent in
writing to that action. Such written consent shall be filed with the
minutes of the proceedings of the Board of Directors.
c)
Between Annual Meetings,
the Board of Directors may submit a question to the voting members,
to be determined by mail vote.
d)
A member of the Board of
Directors may not cast a vote as a member of the Legislative
Council.
Section 3 – Legislative Council
a)
Each representative on the
Legislative Council shall have one vote. A majority vote of the
Legislative Council representatives present and voting at a meeting
called by the President at which a quorum is present shall determine
all issues, unless otherwise specified in these Bylaws.
b)
A Legislative Council
representative shall cast a vote for no more than one local court
reporter association.
Section 4 – Quorum
a)
The quorum for Annual and
Special Meetings of the membership shall be fifty (50) authorized
voting members registered and present at the convening of said
meeting. The voting members may continue to do business until
adjournment, notwithstanding the withdrawal of enough voting members
to leave less than a quorum, if any action taken is approved by at
least a majority of the members required to constitute a quorum.
b)
The quorum for meetings of
the Board of Directors shall consist of a majority of the full
voting membership of the Board of Directors. Unless otherwise
provided in these Bylaws, a majority vote of the Board of Directors
at a meeting at which a quorum is present shall govern.
c)
The quorum for meetings of
the Legislative Council shall be the presence of more than half of
the Legislative Council representatives authorized by the
Secretary/Treasurer to cast a vote.
Section 5 – Proxies
a)
Proxies for Annual and
Special Meetings of the membership shall not be permitted.
b)
Voting by proxy when the
vote is taken by mail shall not be permitted.
c)
Proxies for Officers shall
not be permitted.
d)
Proxies for Directors at
meetings of the Board of Directors shall not be permitted.
e)
Proxies for
representatives on the Legislative Council must be in writing,
signed by the authorized representative, and utilized by a member of
the Association who is authorized to so act by the local court
reporter association and pursuant to Article 10, Section 1(b) of
these Bylaws.
f)
The holder of a proxy may
hold no more than one proxy simultaneously.
g)
A proxy shall be
nontransferable by the holder of the proxy.
ARTICLE 16 – STANDING COMMITTEES
Section 1 – Appointment
a)
The President, with the
approval of the Board of Directors, shall appoint the chairperson of
each standing committee provided in these Bylaws, except the
chairpersons of the Finance and Distinguished Service Award
Committees. Each chairperson shall be a member of the Board of
Directors, unless the President recommends a member other than a
Director and that recommendation is approved by a majority vote of
the Board of Directors.
b)
The committee chairperson,
in consultation with the President, shall select the members of the
committee, except the Finance Committee. The Board of Directors
shall have final approval of the committee members.
c)
Each committee chairperson
shall make regular written reports to the Board of Directors as
requested by the President and a final report to the membership at
the Annual Meeting.
d)
The Board of Directors may
create and dissolve committees and task forces, designate charges,
and establish policy with regard to size and type of membership that
are not in conflict with these Bylaws. Any committee or task force
so created shall dissolve upon the close of the Annual Meeting
unless otherwise specified.
e)
Each committee or task
force chairperson shall be given a written explanation of the
requirements of antitrust and other laws insofar as they apply to
the activities of the Association and shall sign a written statement
in which the chairperson undertakes to promote full compliance by
the Association and all its members with such laws.
Section 2 – Finance Committee
a)
The members of the Finance
Committee shall be elected by the Board of Directors. The Board of
Directors may also designate an appropriate Association support
staff person to serve as a nonvoting ex-officio member of the
Finance Committee.
b)
The Finance Committee
shall be composed of three (3) members of the Board of Directors.
The chairperson shall be a committee member selected by the
committee. The Secretary/Treasurer shall be a nonvoting ex-officio
member of the committee.
c)
The duties of the Finance
Committee shall be to:
i)
Make recommendations to the President on the formulation of the
proposed budget of the Association;
ii)
Review and make recommendations to the Board of Directors on
investment policies and other financial matters affecting the
Association;
iii)
Review and make recommendations to the Board of Directors on
requests for expenditures or reimbursements not in compliance with
the Bylaws and/or the Standing Rules of the Association;
iv)
Conduct a midyear budget review and make recommendations to the
Board of Directors.
Section 3 – Professional Conduct Committee
a)
The Professional Conduct
Committee shall be composed of at least three (3) Regular Members of
the Association.
b)
At the direction of the
Board of Directors, the committee shall investigate complaints
received by the Association concerning allegations of unprofessional
conduct or abuses in connection with the court reporting profession
and report its findings to the Board of Directors.
Section 4 – Bylaws Committee
a)
The Bylaws Committee shall
be composed of at least three (3) Regular Members of the
Association.
b)
The committee may initiate
proposed amendments to the Bylaws, in accordance with Article 20 of
these Bylaws. The committee shall review any proposed amendments
submitted by a member and make a recommendation to the Board of
Directors.
Section 5 – Continuing Education Committee
a)
The Continuing Education
Committee shall be composed of at least three (3) Regular Members of
the Association.
b)
The committee shall engage
in activities which seek to raise the educational and professional
qualifications of the membership, publish in the official
publication articles of educational value, and disseminate
educational and professional material to the membership.
c)
The committee shall
conduct one or more seminars annually, as approved by the Board of
Directors.
d)
The committee shall, at
the direction of the Board of Directors, cooperate in conducting the
National Court Reporters Association examinations.
e)
The committee shall
conduct an annual State Shorthand Speed Contest.
Section 6 – Membership Committee
a)
The Membership Committee
shall be composed of at least three (3) Regular Members of the
Association.
b)
The committee shall
actively solicit prospective members to become members of the
Association and shall promote membership campaigns statewide for the
purpose of securing additional members.
c)
The committee shall record
the names of members who have passed away, along with their
accomplishments and contributions to the court reporting profession.
The committee shall present to the Association any resolutions or
other recommendations with respect to the eminence of those members
who have passed away.
Section 7 – Public Relations Committee
a)
The Public Relations
Committee shall be composed of at least three (3) Regular Members of
the Association.
b)
The committee shall
establish liaison with appropriate entities or persons for the
purpose of promoting and improving the image of the court reporting
profession and verbatim shorthand reporters.
Section 8 – Technology Committee
a)
The Technology Committee
shall be composed of at least three (3) Regular Members of the
Association.
b)
The committee shall engage
in activities to keep abreast of the latest developments in
computer-aided transcription and other methods used to preserve a
verbatim record of proceedings.
c)
The committee shall
monitor the development of alternative methods used to create a
record of proceedings.
Section 9 – Library and History Committee
a)
The Historian shall
collect and preserve literary and other matters of interest,
including books on the subject of shorthand, specimens of shorthand
notes of members and other shorthand reporters, the history of
verbatim shorthand reporting in the State of California, laws and
court decisions affecting the interests of the profession, and other
historical data.
b)
The Historian shall
present a report at the Annual Meeting.
Section 10 – Distinguished Service Award Committee
a)
The Distinguished Service
Award is the highest professional distinction conferred by the
Association.
b)
At least ninety (90) days
prior to the Annual Meeting, the President shall appoint the last
five (5) Distinguished Service Award recipients available to serve
on the committee. The chairperson shall be selected by the committee
members.
c)
In the event there are not
five (5) Distinguished Service Award recipients available to serve
on the committee, the balance of the committee shall be comprised of
the most recent past presidents available to serve.
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