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Constitution and Bylaws

Click here for 2014 Proposed Bylaw Amendments

As adopted by NCRA Members on August 8, 2013.

 

Table of Contents

Article I Name
Article II Purposes
Article III Membership
Article IV Dues
Article V Board of Directors
Article VI Officers
Article VII Executive Committee
Article VIII Nomination and Election of Officers and Directors
Article IX Meeting and Voting
Article X Academy of Professional Reporters and its Council
Article XI Council on Approved Student Education
Article XII Structure
Article XIII Executive Staff
Article XIV Fiscal and Legal Procedures
Article XV Indemnification and Insurance
Article XVI Affiliated Units
Article XVII Distribution of Assets
Article XVIII Amendments
Article XIX Miscellaneous

Constitution & Bylaws: Article I–Name

The name of this organization shall be National Court Reporters Association (the “Association”).


Constitution & Bylaws: Article II–Purposes

Definition: In the context of this document, stenographic verbatim reporting refers to that reporting technology by the use of symbols, manually or by stenographic machine.

The purposes of this Association shall be:

  1. To assume responsibility for leadership and enlightenment of verbatim stenographic reporters and of the public regarding the special competency, importance, and value of verbatim stenographic reporters, and to promote verbatim stenographic reporting technologies by the use of symbols, manually or by stenographic machine, over alternative reporting methods.
  2. To promote a broader understanding and acceptance of the verbatim stenographic reporter as an integral part of the judicial process.
  3. To apply the knowledge and experience of verbatim stenographic reporters, working in cooperation with the bench and bar, toward the upgrading and improvement of the criminal and civil justice system, in order that the public good may best be served, and to promote a broader understanding within the profession of the responsibility of a verbatim stenographic reporter to participate actively in the achievement of this objective.
  4. To encourage, establish, and maintain high standards of professional education, competence, and performance of verbatim stenographic reporters.
  5. To conduct and promote lawful and proper technical and business research to enhance the services of verbatim stenographic reporters.
  6. To promote lawful and proper professional ethics, as well as compliance with all applicable laws, including antitrust laws, for verbatim stenographic reporters.
  7. To stimulate and encourage the establishment and maintenance of appropriate training and educational facilities and programs for persons interested in the profession of verbatim stenographic reporting, and to promote verbatim stenographic reporting as a successful career.
  8. To cooperate with federal, state, and local governments, their agencies, and other organized groups for the benefit of the public and the verbatim stenographic reporting profession.
  9. To conduct educational seminars and conferences relating to verbatim stenographic reporting.
  10. To further the exchange of professional knowledge and to disseminate, by all appropriate means, to the extent permitted by law, accurate knowledge and information with respect to the verbatim stenographic reporting profession.
  11. To advance the interests and general welfare of the verbatim stenographic reporting profession.
  12. To promote and encourage development of realtime reporting skills and ethics to provide communication access pursuant to the Americans with Disabilities Act.
  13. To do any and all things that are lawful and appropriate in the furtherance of these purposes.

Constitution & Bylaws: Article III-Membership

Section 1–Definition

Membership in the Association (“Membership”) 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 hereinafter provided.

Section 2–Classes of Members

The Membership shall consist of six classes:
a) Participating Members
b) Registered Members
c) Student Members
d) Honorary Members
e) Associate Members
f) Retired Lifetime Members

Section 3–Participating Members

a) Any person who is skilled and primarily engaged in the verbatim stenographic reporting of proceedings by the use of symbols, manually or by stenographic machine, as an official court or legislative reporter, freelance reporter, CART provider, or captioner shall be eligible to become a Participating Member.

Section 4–Registered Members

Any Participating Member who passes the Registered Professional Reporter examination, the Certified Broadcast Captioner examination, or the Certified CART Provider examination, or who was a Professional Member in good standing on July 21, 1993, shall be eligible to become a Registered Member.

Section 5–Student Members

a) Any student confirmed to be enrolled in a verbatim stenographic reporting program or a scoping program shall be eligible to become a Student Member.
b) Student Members shall not vote.

Section 6–Honorary Members

a) Any person who has attained high rank in the reporting profession as a practitioner of the art of verbatim stenographic reporting, as an author of verbatim stenographic reporting literature, or as a benefactor of the profession, but who is not in the active practice of verbatim stenographic reporting, upon recommendation of the Board of Directors, may be elected an Honorary Member, by two-thirds (2/3) of the Voting Members at the annual business meeting (as defined herein).
b) Honorary Members who have not been verbatim stenographic reporters shall not vote.
c) Honorary Members shall not pay dues.

Section 7–Associate Members

a) Any Participating or Registered Member in good standing, on retiring from the active practice of verbatim stenographic reporting, shall be eligible to become an Associate Member.
b) A teacher of verbatim stenographic reporting, or anyone connected in an official capacity with a school or college conducting a verbatim stenographic reporting course, shall be eligible to become an Associate Member. Such persons need not meet the requirements for skill in the art of reporting of proceedings.
c) Any person seeking to become or who has been certified by the Association as a legal video specialist (CLVS) shall be eligible to become an Associate Member.
d) Any person interested in the preservation, support, and advancement of the field of verbatim stenographic reporting, but not in any way actively engaged in the verbatim stenographic reporting of proceedings, who is not otherwise eligible for membership, shall be eligible to become an Associate Member.
e) Associate Members shall not vote.

Section 8–Retired Lifetime Members

a) Any Participating or Registered Member in good standing who has paid Participating or Registered Member dues for a period of thirty (30) consecutive years [twenty (20) consecutive years for those Retired Lifetime Memberships approved prior to July 21, 1993] and is no longer engaged in verbatim stenographic reporting shall be eligible to become a Retired Lifetime Member.
b) Retired Lifetime Members shall not pay dues.

Section 9–Privileges

a) All classes of Members shall enjoy the privileges of the Association except where certain privileges are specifically restricted to a specific class of Member in this Constitution and Bylaws.
b) All Members may attend meetings of the Members and participate in any debates at such meetings. Only Participating Members who are verbatim stenographic reporters and Registered Members who are verbatim stenographic reporters, as well as Retired Lifetime Members and Honorary Members who have been verbatim stenographic reporters, shall be eligible to vote and/or make or second motions at such meetings or to vote by electronic mail or other means of electronic transmission as specifically authorized under Article IX (“Voting Members”).
c) Only Registered Members who are verbatim stenographic reporters or Retired Lifetime Members who have been verbatim stenographic reporters or Honorary Members who have been verbatim stenographic reporters shall be eligible to hold an elective office of the Association.

Section 10–Directory of Reporters

The Association shall maintain a directory of reporters which shall be published periodically.
a) Only Registered, Participating, Associate, Retired Lifetime, and Honorary Members shall be eligible for listing in the directory.
b) Only a Registered Member in good standing in the Association may use the appellations “Registered Professional Reporter” or “RPR.”
c) An individual will remain listed in the directory as long as such person is a Member in good standing in the Association and fulfills such requirements as may be properly adopted by the Board of Directors.
d) The listing of individual names in the directory shall indicate the degrees and Association certifications held by the individual, along with any required state certification information for that individual.

Section 11–Membership Application Procedures

a) The class of Membership to which an individual is entitled shall be determined by the Board of Directors, consistent with this Constitution and Bylaws.
b) Each application for Membership must be accompanied by the appropriate dues for such class of Members, as set forth herein.
c) Unless expressly noted otherwise herein, all applications for Membership shall be made to the Association and are subject to review by the Board of Directors.

Section 12–Suspension for Nonpayment of Dues or Charges

The Membership of any person whose dues are sixty (60) days past due, or who is ninety (90) days or more in arrears in the payment of charges for Association programs, services, or materials, shall be suspended and all privileges of Membership shall be terminated. Any Member suspended for nonpayment of dues or charges may be reinstated at any time prior to the close of that Membership year upon payment of the full current year’s dues and any delinquent charges.

Section 13–Termination or Suspension of Membership

a) Membership may be terminated or suspended for cause upon two-thirds (2/3) vote of the Board of Directors at a meeting at which a quorum is present. Sufficient cause for such termination or suspension of Membership shall include (but is not limited to) violation of this Constitution and Bylaws, the Code of Professional Ethics of the Association, or any lawful agreement, rule, policy, or practice properly adopted by the Association; conviction of or final adjudication of liability for any violation of antitrust laws; or any other conduct prejudicial to the Association. No Membership shall be terminated or suspended for cause without the Member’s having first received notice of such charges and having an opportunity to answer such charges as provided in the procedures adopted by the Board of Directors.
b) The Membership of those Members who are under suspension for nonpayment of dues or other Association charges for programs, services, or materials at the close of a Membership year shall be terminated automatically.

Section 14–Membership Reinstatement

a) A Member in good standing who terminated Membership by resignation may be reinstated to the Member’s former class of Membership upon written request and payment of the full current year’s dues. In the case of a Registered Member, reinstatement to the former class of Membership will be dependent upon fulfilling the continuing education requirements and such other requirements as may be in effect at the time of reinstatement.
b) A Member whose Membership has been terminated for nonpayment of dues or charges may be reinstated by fulfilling the current requirements for Membership and paying any delinquent charges.


Constitution & Bylaws: Article IV–Dues

Section 1–Annual Dues

a) The annual dues for each class of Membership shall be payable in United States funds and shall be set by the Board of Directors. Any increase in the annual dues for any class of membership from that of the previous year shall be recommended by the Board of Directors and shall be approved by the Voting Members at the annual business meeting (as defined herein). The Executive Director shall give notice of such recommendation to all Members in the official publication or by written notice, as the Board of Directors may determine, not less than thirty (30) days preceding the date of such annual business meeting. The annual dues of Associate Members shall not exceed sixty percent (60%) of the dues of Participating or Registered Members. The annual dues of Student Members shall not exceed fifty percent (50%) of the dues of Participating or Registered Members.
b) The annual dues for Participating, Registered, Student, and Associate Members are due and payable by January 1 of each year.
c) For Members who are non-residents of the United States, the annual dues shall not be more than fifty percent (50%) of the dues otherwise applicable to the respective classes of Membership (except for Associate Members and Student Members).

Section 2–Proration of Dues

a) When an application for Participating or Registered Membership has been approved, such Membership shall become effective upon payment of the following:
    i) Applications approved between January 1 and March 31 shall require payment of a full year’s dues.
    ii) Applications approved between April 1 and December 31 shall require payment of such prorated portion of dues, if any, as determined by the Board of Directors.
b) Members being reinstated shall pay the full current year’s dues.
c) All other classes of Membership shall pay the full current year’s dues, as applicable.


Constitution & Bylaws: Article V–Board of Directors

Section 1–Governing Body

The policy-making body of the Association shall be known as the Board of Directors, which shall manage and direct the affairs of the Association.

Section 2–Composition and Eligibility

The Board of Directors shall be composed of the President, President-Elect, Vice President, Secretary-Treasurer, the Immediate Past President, and nine (9) Directors. The Executive Director shall be an ex officio member of the Board of Directors without voting rights. The Board of Directors may appoint other ex officio members of the Board without voting rights. Only Registered Members who are verbatim stenographic reporters or Retired Lifetime Members who have been verbatim stenographic reporters or Honorary Members who have been verbatim stenographic reporters shall be eligible to hold an elective office of the Association.

Section 3–Duration of Office

a) The nine (9) members elected as Directors shall serve for a term of three (3) years or until their successors have been elected. The term of the Directors shall begin at the close of the annual convention at which they were elected.
b) The nine (9) Directors shall be divided into three (3) classes of three (3) Directors each, determined by the expiration of their terms of office, one (1) class of Directors to be elected each year.
c) No Director who has served a full three-year term shall be eligible for reelection as a Director until at least one (1) year shall have elapsed.
d) A member of the Board of Directors may resign upon presenting a written resignation to the President, and the resignation shall become effective upon acceptance by the Board of Directors.

Section 4–Meetings

The Board of Directors shall hold at least two (2) meetings annually. Additional meetings of the Board of Directors may be called by the President or by the written request of a majority of the members of the Board of Directors, provided that written notice is sent to each member of the Board of Directors at least ten (10) days prior to the meeting. Notice for conference-call meetings shall be sent at least three (3) days prior to the conference call. The time and place of all meetings shall be approved by the Board of Directors.

Section 5–Quorum and Voting

a) A quorum shall consist of one-half (h) of the full Voting members of the Board of Directors.
b) Unless otherwise specifically provided by this Constitution and Bylaws, a majority vote at a meeting at which a quorum is present shall govern. No member shall vote by proxy.
c) The members of the Board of Directors may participate in any meeting by conference call, and such participation shall constitute presence in person at such meeting.
d) Between meetings of the Board, the President may request action by the Board via unanimous written consent. Unanimous written consent by all voting members of the Board of Directors shall constitute a valid action and shall be reported at the next meeting of the Board.

Section 6–Vacancies

Vacancies on the Board of Directors among the nine (9) Directorships not held by Officers (as defined herein) which occur between annual conventions shall be filled by appointment by the Board of Directors. Such appointment shall be effective only until the next annual business meeting (as defined herein), at which meeting the vacancy shall be filled by election by the Voting Members. If the vacancy should occur before the meeting of the Nominating Committee, Article VIII herein shall apply. Should the vacancy occur after the meeting of the Nominating Committee, the presiding Officer shall entertain nominations for any unexpired term from the floor and the voting members at the annual business meeting shall elect a candidate to fill said vacancy.

Section 7–Removal

Any Director of the Association may be removed by a three-fourths (3/4) vote of the Board of Directors at a meeting at which a quorum is present whenever in its judgment the best interests of the Association would be served hereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.


Constitution & Bylaws: Article VI–Officers

Section 1–Titles

The Officers of the Association shall be a President, a President-Elect, a Vice President, a Secretary-Treasurer, the Immediate Past President, and an Assistant Secretary-Treasurer (as defined in Section 8 herein).

Section 2–Election, Qualifications, and Term of Office

The Officers (except the President, the Immediate Past President, and the Assistant Secretary-Treasurer) shall be elected each year by the Voting Members. The term of each elected Officer shall begin at the close of the annual convention at which the Officer was elected and the Officer shall serve until the Officer’s successor is elected. No elected Officer shall serve for more than one full term in the same office except the Secretary-Treasurer, who may serve for no more than three (3) consecutive terms. The President-Elect shall automatically succeed to the office of President at the completion of the President’s term of office.

Section 3–Removal

Any Officer of the Association may be removed by a three-fourths (3/4) vote of the Board of Directors at a meeting at which a quorum is present whenever in its judgment the best interests of the Association would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4–Vacancies

a) If there is a vacancy for any reason in the office of the President, the President-Elect shall succeed to the office immediately and shall have all the powers and perform all the duties of the office. If the President-Elect serves as President for a term of six (6) months or less, such person shall have the opportunity to serve a full term as President.
b) If there is a vacancy for any reason in the office of the President-Elect, the Vice President shall succeed to the office immediately, and shall have all the powers and perform all the duties of the office. At the completion of the term of office of the Vice President as President-Elect, the offices of President, President-Elect, and Vice President shall be filled by the Voting Members.
c) If there is a vacancy for any reason in any office which cannot be filled by these provisions for succession to office, the Board of Directors shall appoint from its own membership an officer pro tempore to perform the duties of the vacated office until the office is filled by the Voting Members.
d) If the Immediate Past President is deceased, physically incapacitated, or unwilling to serve in that capacity, then the most recent past President of the Association shall serve in the position of Immediate Past President.

Section 5–President

It shall be the duty of the President to preside at all meetings of the Board of Directors and meetings of Voting Members of the Association and to perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

Section 6–President-Elect and Vice President

It shall be the duty of the President-Elect and Vice President, in the order designated, to perform the duties of the President in the President’s absence, or in the event of the President’s inability or unwillingness to act. The President-Elect or Vice President when thus acting shall have the powers of and be subject to all restrictions placed upon the President. Any President-Elect or Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 7–Secretary-Treasurer

The Secretary-Treasurer shall oversee and be responsible for the safe-keeping and management of all funds, securities, financial records, and minutes of meetings of the Association and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of this Constitution and Bylaws or as required by the law; shall keep or cause to be kept the corporate records and the seal of the Association; and in general shall perform all duties incident to the office of Secretary-Treasurer, and such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 8–Assistant Secretary-Treasurer

The Assistant Secretary-Treasurer (who shall be the Executive Director of the Association) shall act in the absence of the Secretary-Treasurer, and shall perform such duties as may be assigned by the Secretary-Treasurer, or the President, or the Board of Directors.


Constitution & Bylaws: Article VII–Executive Committee

Section 1–General

The Executive Committee shall consist of the President, President-Elect, Vice President, Secretary-Treasurer, and Immediate Past President. The Executive Director (or designee from the professional staff) shall serve as a nonvoting, ex officio member of the Executive Committee. The Executive Committee shall have and may exercise all the authority and powers of the Board of Directors during the interim periods between meetings of the Board of Directors. The Executive Committee shall inform the Board of Directors of any actions taken by the Executive Committee during such interim periods. In no event shall the Executive Committee have the authority to modify or rescind any action taken by the Board of Directors.

Section 2–Quorum and Voting

A majority of the voting members of the Executive Committee shall constitute a quorum. Any action taken by the Executive Committee, at a meeting at which a quorum is present, shall require the approval of at least three (3) members of the Executive Committee.


Constitution & Bylaws: Article VIII–Nomination and Election of Officers and Directors

Section 1–Qualifications of Nominating Committee

a) A Nominating Committee for the nomination of Officers and Directors of the Association shall be composed of four (4) Registered Members and the Immediate Past President. The Immediate Past President shall be the chair of the Nominating Committee and shall vote only in case of a tie. A quorum shall consist of three (3) members of the committee.
b) Each of the four (4) Registered Members shall have had at least five (5) years of continuous Membership in the Association immediately prior to appointment to the Nominating Committee and shall have served on the board of an NCRA-affiliated verbatim stenographic reporting organization or served on a minimum of two (2) verbatim stenographic reporting association committees prior to appointment to the Nominating Committee.
c) With the exception of the Immediate Past President, no Officer or member of the Board of Directors shall serve on the Nominating Committee. No member (or alternate) of the Nominating Committee may be nominated for any office while serving on the Nominating Committee.
d) At the first meeting of the Board of Directors following the close of the annual convention, the President shall appoint, with the advice and consent of the Board of Directors, the members to the Nominating Committee, in addition to alternates to serve in the event of absences of committee members. Notice of such appointments shall be made to the Membership as soon thereafter as practicable.

Section 2–Duties of Nominating Committee

The Nominating Committee shall meet at least ninety (90) days prior to the next annual convention of the Association and shall nominate one or more nominees for offices to be filled and report the committee’s nominations to the President and the Executive Director.

Section 3–Preparation of the Slate of Nominees

a) The Executive Director shall inform the Members of the slate of nominees for offices to be filled as presented by the Nominating Committee, together with pertinent biographical information for each nominee, at least sixty (60) days prior to the annual convention.
b) In the event a nominee becomes unable or unwilling to serve, the Nominating Committee shall select an alternate candidate and transmit to the Membership its amended report as soon as feasible, but in no case later than a time immediately prior to the annual business meeting. Members of the Nominating Committee may participate in any meeting by conference call or mail and such participation shall constitute presence in person at such meeting.
c) Any one hundred (100) Voting Members, no more than twenty-five (25) of whom are located in any one state, shall have the privilege of nominating a candidate for each of the offices to be filled by preparing and forwarding to the Executive Director a written nomination received within 60 days after publication of the Nominating Committee slate, together with pertinent biographical information and a signed letter from each nominee confirming their willingness to serve. Director nominations submitted under this provision shall specify which of the nominees proposed by the Nominating Committee is being opposed.  Candidates nominated by petition who were not previously considered by the Nominating Committee shall be required to complete the same application materials required of candidates who were considered by the Nominating Committee.
d) Following the closing of nominations, and in the event of a contested election, a ballot shall be prepared listing the names, by lot, of all nominees under the office for which they have been nominated both by the Nominating Committee and by written petition of the Voting Members. The ballot shall be posted in the registration area at the annual convention meeting site.
e) No individual shall be a candidate for more than one (1) office.
f) In the event an office shall become vacant during the course of the annual convention and following the close of nominations, or in the event a nominee under subparagraph b) above becomes unable or unwilling to serve, the presiding Officer shall entertain nominations for that office from the floor, and the Voting Members shall elect a candidate to fill said vacancy.

Section 4–Election Procedure

a) The Voting Members shall elect the Officers and Directors.
b) If there shall be two (2) candidates for office, the person receiving a majority of votes cast at the annual business meeting and by Voting Members who are voting by electronic mail or other authorized means of electronic transmission shall be elected for such office.
c) In the event there are three (3) or more candidates for an office, the Voting Members at the annual business meeting shall vote to narrow the field to two (2) candidates. The two (2) candidates receiving the most votes at the annual business meeting shall then be presented as the final two (2) candidates to be considered for office by the Voting Members present and voting at the annual business meeting as well as the Voting Members who are voting by electronic mail or other authorized means of electronic transmission. The person receiving the majority of votes cast shall be elected for such office.

Section 5–Compliance Statement by Officers and Directors

Every Officer and Director of the Association shall be given a written explanation of the requirements of antitrust and other laws insofar as they apply to the activities of the Association. Each Officer and Director shall agree in writing to comply with such laws.


Constitution & Bylaws: Article IX–Meeting and Voting

Section 1–Annual Business Meeting of the Association

a) The annual business meeting of the Members at the annual convention of the Association (the “annual business meeting”) shall be held at such time and place as the Board of Directors shall determine. Notice of said meeting shall be given to all Members not less than thirty (30) days prior to the date thereof.
b) Should the Board of Directors decide that unusual conditions make the holding of an annual business meeting inadvisable, then a meeting of the Board of Directors shall be held in lieu thereof. Such action shall require an affirmative vote of two-thirds (O) of the entire Board of Directors. The Membership shall immediately be informed of such action.
c) Should the annual business meeting be dispensed with by order of the Board of Directors, the President-Elect shall become the President of the Association at the close of the Board of Directors meeting held in lieu of the annual business meeting.
d) Should the annual business meeting be dispensed with by order of the Board of Directors for the reason specified above, the Board of Directors shall nevertheless hold an annual business meeting as soon as practicable thereafter.

Section 2–Special Meetings

Special meetings of the Association may be called by the Board of Directors at any time or shall be called by the President upon receipt of a written request by five percent (5%) of the Voting Members, as determined at the time of the last annual business meeting, specifying the purpose of such meeting. At such special meeting no business shall be transacted except as specified in a notice to Voting Members. Written notice of such meeting shall be given to all Voting Members not less than thirty (30) days prior to the date thereof.

Section 3–Voting

a) Only Voting Members as defined in Article III shall have the right to vote.
b) Voting by proxy shall not be permitted.
c) All voting shall be conducted at the annual business meeting except that voting for contested elections (as provided in Article VIII, Section 4) and amendments to the Constitution and Bylaws (as provided in Article XVIII, Section 2) shall also include voting by electronic mail or other means of electronic transmission as shall be authorized and determined by the Board of Directors.
d) Members voting by electronic mail and other authorized means of electronic transmission for contested elections and amendments to the Constitution and Bylaws will have 12 hours to vote once the online polling process opens.

Section 4–Quorum of Voting Members

The quorum for any Annual Business Meeting or special meeting of the Voting Members for which notice has been duly given shall consist of those Voting Members present at said meeting, provided that no fewer than twenty-five Voting Members are present. The action of a majority of the Voting Members present and voting at a meeting at which a quorum is present shall constitute the action of the Voting Members. Members who vote by electronic mail or other authorized means of electronic transmission also shall be counted as present and voting for purposes of the matter on which they are voting.

Section 5–Business at Annual Convention

a) If any Member or Members shall feel aggrieved by any action or decision of the Board of Directors, such action or decision of the Board of Directors may be appealed to the Voting Members at the annual business meeting by filing with the Executive Director at least thirty (30) days prior to such meeting a written statement of such complaint signed by at least ten (10) Members. The complaint shall set forth the action or decision of the Board of Directors complained of and a brief statement of the reasons for the complaint, together with a motion of the action or decision requested by such Member(s). Such complaint, statement, and motion shall be read by the Executive Director at the annual business meeting. If such motion is passed by a two-thirds (2/3) vote of the Voting Members present and voting at a meeting at which a quorum is present, it shall be binding upon the Board of Directors to act accordingly.
b) The latest edition of Robert’s Rules of Order shall be the official parliamentary guide for all business sessions when they are not in conflict with this Constitution and Bylaws or rules adopted by the Association during the annual business meeting or by the Board of Directors.
c) All proposals for Honorary Membership made on the floor at an annual business meeting shall be referred to the Board of Directors for consideration or recommendation in accordance with Section 6 of Article III.


Constitution & Bylaws: Article X–Academy of Professional Reporters and Council of the Academy of Professional Reporters

Section 1–Academy of Professional Reporters

There shall be an Academy of Professional Reporters, which shall consist of all Members who have attained the distinction of Fellow (as defined herein).

Section 2–Fellows

a) Election as a Fellow is a professional distinction that shall be conferred only by the Board of Directors upon a person of extraordinary qualifications and exemplary professional practice who serves as a credit to the profession of verbatim stenographic reporting. A candidate for Fellow shall be a Registered Member with at least ten (10) years of experience and shall have attained distinction as measured by performance. Such performance shall include three (3) or more of the following:
    i) Publication of important papers, articles, books, or other written material dealing with verbatim stenographic reporting, professional, or related subjects.
    ii) Creative contributions to the welfare of the profession of verbatim stenographic reporting.
    iii) Significant and distinguished service to the profession as an active participant on boards or committees of any association of verbatim stenographic reporters.
    iv) Contributions in such areas as teaching, editing of publications, other board or committee service, or education of the general public that have served to enhance or promote the verbatim stenographic reporting profession.
    v) Attainment of the Association’s Registered Merit Reporter, Registered Diplomate Reporter or Speed or Realtime Contest Certificate.

b) The Board of Directors may, upon recommendation by the Council of the Academy of Professional Reporters (“CAPR”), elect to confer the distinction of Fellow upon a Registered Member. The number of such Fellows shall not, at the time of appointment, exceed three percent (3%) of the Registered Membership; and not more than one half of one percent (0.5%) of the total Registered Membership shall be elected as Fellows in any one (1) year.
c) An individual who becomes a Fellow after August 1, 1981, shall retain the distinction of Fellow of the Academy of Professional Reporters so long as such person remains a Registered, Retired Lifetime, Honorary, or an Associate Member.

Section 3–Council of the Academy of Professional Reporters

a) There shall be a Council of the Academy of Professional Reporters (“CAPR”) which shall consist of at least five (5) Fellows, as well as voting representation from at least one consumer or public member, appointed by the President with the approval of the Board of Directors. The members of CAPR shall be appointed to serve three-year staggered terms.
b) CAPR shall recommend to the Board of Directors candidates for election to Fellow.
c) CAPR shall be responsible for the development and administration of continuing education programs, credential examinations, and any additional programs assigned by the Board of Directors.
d) The requirements for appointees and the procedures governing the activities of CAPR shall be set forth in the Testing Rules and Guidelines and the Continuing Education and Professional Development Guidelines, which are subject to review and approval by the Board of Directors.


Constitution & Bylaws: Article XI–Council on Approved Student Education

Section 1–Council on Approved Student Education

There shall be a Council on Approved Student Education (“CASE”), which shall consist of at least five (5) members, including at least two (2) Registered Reporters, and at least three (3) reporting educators from NCRA-approved programs representing both public and private institutions. CASE shall be responsible for the approval and development of court reporter student training and education programs. The members of CASE shall be appointed by the President, with the approval of the Board of Directors, to serve three-year staggered terms.

Section 2–CASE Policies & Procedures Manual

The activities of CASE shall be set out in the General Requirements and Minimum Standards all of which shall be subject to approval by the Board of Directors.


Constitution & Bylaws: Article XII–Structure

Section 1–Organization

The Board of Directors shall organize the Association in a manner consistent with the goals, objectives, and purposes of the Association.

Section 2–Committees, Councils and Task Forces

a) With the approval of the Board of Directors, the President may create and shall appoint members and chairs of such committees, councils and task forces as necessary, who shall serve for a term of one (1) year, unless otherwise specified.
b) Committee on Professional Ethics: There shall be a committee consisting of five (5) members, at least three (3) of whom shall be Registered Members and, when feasible, one (1) of whom shall be a Past President, appointed by the President with the approval of the Board of Directors. The members of this Committee shall be appointed to serve for staggered three-year terms. The Committee shall be responsible for developing, interpreting, and enforcing the Code of Professional Ethics in accordance with the provisions of the Constitution and Bylaws. The Committee shall function in accordance with operating rules and procedures that are subject to approval by the Board of Directors.
c) Constitution and Bylaws Committee: This committee shall consist of a minimum of three (3) members appointed by the President with the approval of the Board. The committee shall perform the duties assigned in this Constitution and Bylaws for amending the Constitution and Bylaws, reviewing the Constitution and Bylaws from time to time, and making recommendations to the Board of Directors and the Membership.
d) Distinguished Service Award Committee: This committee shall consist of five (5) members, who may be past recipients of the Distinguished Service Award. Committee members shall be appointed for a term of three (3) years on a rotating basis or for the unexpired portion of a term. This committee shall submit to the Board, not later than March 1 of each year, a list of candidates for the Award, together with all available information about the candidates, and with their recommendation for selection. The Board may accept or reject each or all of the committee’s candidates or recommendations. The Board may not independently select its own recipient for this award.

Section 3–Staff Liaison

The Executive Director shall assign staff as necessary to provide liaison and assistance to committees, councils and task forces in carrying out their duties and charges.

Section 4–Compliance Statement of Committee, Council and Task Force Chairs

Each chair of a committee, council or task force 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 chair agrees to comply with such laws.


Constitution & Bylaws: Article XIII–Executive Staff

Section 1–Employment of Executive Director

There shall be an Executive Director who shall be selected by the Board of Directors and employed by the Association.

Section 2–Duties of Executive Director and Staff

a) The Executive Director shall manage, supervise, and direct the operations of the headquarters office within the authority delegated to the Executive Director by the Board of Directors. The Executive Director shall be an ex officio member of the Board of Directors without voting right.
b) Other staff as may be employed will undertake such duties, responsibilities, and authority as may be delegated by the Board of Directors or the Executive Director and will report directly to the Executive Director.
c) The Executive Director shall serve as the Assistant Secretary-Treasurer of the Association and shall perform all of the duties incident to that office.


Constitution & Bylaws: Article XIV–Fiscal and Legal Procedures

Section 1–Fiscal Year

The fiscal year of the Association shall be fixed by the Board of Directors.

Section 2–Fiscal Authority

The Board of Directors may receive by devise, bequest, donation, or otherwise, either real or personal property or both, and hold the same absolutely or in trust, and invest, reinvest, and manage the same, and apply said property and the income arising therefrom for the purposes of the Association. The Board of Directors shall also have the power to allocate funds for carrying out the purposes of the Association.

Section 3–Annual Budget

The Board of Directors shall adopt a budget for each fiscal year.

Section 4–Noncompensation

No member of the Board of Directors acting in the capacity of an Officer or Director shall receive compensation for services rendered in such capacity to the Association. Reasonable and necessary expenses personally incurred by the Board members while attending to the business of the Association shall be paid by the Association in accordance with rules and procedures adopted by the Board of Directors.

Section 5–Contracts

Except as otherwise provided in this Constitution and Bylaws, the Board of Directors may authorize any Officer or Officers, or agent or agents, to enter into contracts or draw any instrument on behalf of the Association.

Section 6–Loans

Unless and except as authorized by the Board of Directors, no loans shall be contracted on behalf of the Association and no negotiable paper other than checks shall be issued in its name.

Section 7–Deposits

All funds of the Association shall be deposited to the credit of the Association in such depositories as the Board of Directors selects or designates, provided such depositories are covered by federal deposit insurance. However, investment funds may be deposited without benefit of federal deposit insurance. Such funds shall be maintained according to procedures specified by the Board of Directors.

Section 8–Income

All income for the Association shall be collected by such Officer or Officers, or agent or agents, as the Board of Directors may designate for that purpose.

Section 9–Checks, Drafts, etc.

All bills, drafts, acceptances, checks, endorsements, or other evidence of indebtedness shall be signed by such Officer or Officers, or agent or agents, of the Association as the Board of Directors may provide by resolution.

Section 10–Investments

Funds of the Association shall be invested and reinvested in such manner and for such purposes as may be lawful and as authorized by resolution of the Board of Directors.

Section 11–Surplus Funds

Any surplus funds in excess of normal operating requirements and in excess of a reasonable reserve, as determined by the Board of Directors, shall be used to further the purposes of the Association.


Section 12–Annual Financial Report

The Secretary-Treasurer shall provide to the Board of Directors an annual report of all receipts and disbursements of the Association. An annual financial report subsequently shall be published by the Board of Directors.

Section 13–Incurring Indebtedness

No Member, committee, council or task force member, Officer, Director, employee, or agent of the Association shall incur any indebtedness in the name of the Association or make any commitment involving the Association unless authorized to do so by the Board of Directors.

Section 14–Surety Bond

The Secretary-Treasurer, Executive Director, and other Officers, agents, or employees of the Association as may be determined by the Board of Directors, shall provide and file with the Association a surety bond for the faithful performance of their duties in sums as may be fixed by the Board of Directors. The cost of said bonds shall be paid by the Association.

Section 15–Legal Counsel

The Board of Directors may appoint legal counsel to act as general counsel and to advise in the legal affairs of the Association.

Section 16–Audit and Accountants

The Board of Directors shall appoint an independent certified public accountant to audit the financial records of the Association and submit an annual audit report.

Section 17–Parliamentarian

The Board of Directors shall appoint a Professional Registered Parliamentarian to consult and serve at the annual business meeting, and other meetings, as necessary.


Constitution & Bylaws: Article XV–Indemnification and Insurance

Section 1–Indemnification

The Association shall indemnify and hold harmless, to the maximum extent permitted by law, each Director, Officer, and employee (whether salaried or not) while acting within the scope of their official duties, as well as any volunteer while acting at the direction of a Director, Officer, or a professional and/or managerial staff person of the Association, from and against any claims, liabilities, settlements, costs, or expenses arising out of any action taken or omitted by such person on behalf of the Association; provided, however, that such person must have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Association; and, with respect to any criminal action or proceeding, such person must have had reasonable cause to believe the conduct in question was lawful.

Section 2–Insurance and Funding

The Board of Directors may authorize the purchase of insurance on the behalf of any of its Directors, Officers, employees, and volunteers, against any liability asserted against or incurred by any such person which arises out of such person’s status as a Director, Officer, employee, or volunteer or out of acts taken in such capacity, whether or not the Association would have the power to indemnify and hold harmless such Director, Officer, employee, or volunteer against that liability under law. Such indemnification shall be limited to the proceeds of any such insurance policy that may be purchased and any additional Association funds that may be available for such purposes.

Section 3–Savings Clause

If any part of this Article shall be determined to be invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected thereby.


Constitution & Bylaws: Article XVI–Affiliated Units

Section 1–Authorization

There shall be affiliated units of the Association when in the opinion of the Board of Directors such units are in the best interest of both the verbatim stenographic reporting profession and the units involved as a means of encouraging and promoting more effective cooperation and coordination of activity in the profession. Such affiliated units shall be and remain completely autonomous and independent of the Association.

Section 2–Establishment

The Board of Directors shall be authorized to approve state associations as affiliated units and to establish policy to govern the relationship of affiliated units and the Association.

Section 3–Definitions

a) The term “unit” and or “units” shall be synonymous with the term “association.”
b) A “state” shall be defined as a state or territory of the United States or foreign nation which is approved for membership in the National Committee of State Associations (“NCSA”) by the Board of Directors.
c) Only one affiliated unit may be recognized from any one state, with the exception of states wherein the number of NCRA members exceeds ten percent (10%) of total NCRA membership.

Section 4–Affiliation Policy

a) A state association is eligible for affiliation if (1) it evidences through its constitution and bylaws or a statement of purposes that it espouses and embraces the purposes and precepts promulgated in the Constitution and Bylaws of the Association and all applicable statutes, including antitrust laws; and (2) a majority of its members are verbatim stenographic reporters.
b) The Association shall not be legally liable for any act or failure to act on the part of any affiliated unit.
c) Affiliated units shall not be required to pay any dues.
d) The Association shall have no obligation to affiliated units other than to cooperate to the extent practicable in serving the verbatim stenographic reporting profession. Members who are members of affiliated units shall not be entitled to any services not provided by the Association to other Members.
e) Members who are also members of affiliated units shall pay dues to the Association on the same basis as other Members.
f) Affiliated units may state that they are affiliated with the Association in publications, on stationery, or in other ways. However, members of affiliated units who are not Members shall not refer to Membership in or affiliation with the Association in any manner.
g) Material released by the Association to affiliated units shall not be redistributed, reprinted, or its contents released by the affiliated unit without permission from the Association.

Section 5–National Committee of State Associations

A National Committee of State Associations (“NCSA”) shall be convened annually. NCSA shall be composed of two (2) representatives from each affiliated unit and two (2) alternates, who shall not be entitled to represent more than one affiliated unit as a delegate, each of whom shall be appointed by such person’s respective affiliated unit. Each affiliated unit shall have no more than two (2) votes. In addition, delegates-at-large, with a voice but no vote, may be appointed by the President to serve on NCSA, representing states that are not affiliated. The President shall appoint a chair and vice chair to conduct the business of NCSA. The Board of Directors shall establish policies and procedures for the conduct and operation of NCSA.

Section 6–Termination of Affiliated Unit Status

The Board of Directors may terminate the affiliated status of a unit for cause, which, for purposes of this Article, shall mean failure to satisfy Section 4(a) of this Article.


Constitution & Bylaws: Article XVII–Distribution of Assets

The Association shall use its funds only to accomplish the purposes specified in the Constitution and Bylaws, and no part of such funds shall inure or be distributed to the Members. On dissolution of the Association, any funds remaining shall be distributed to one or more recognized charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.


Constitution & Bylaws: Article XVIII–Amendments

Section 1–Originating Proposed Amendments

The Board of Directors, the Constitution and Bylaws Committee or any three (3) Voting Members may propose an amendment to this Constitution and Bylaws. Such amendment shall be submitted to the Executive Director and to the Constitution and Bylaws Committee, as set forth in Section 2 of this Article.

Section 2–Procedure and Action on Proposed Amendments

This Constitution and Bylaws may be amended by a two-thirds (2/3) vote of the Voting Members who are present and voting at the annual business meeting as well as the Voting Members who are voting by electronic mail or other authorized means of electronic transmission. Notice of such amendment with the text thereof must be filed with the Executive Director and the Constitution and Bylaws Committee not less than ninety (90) days before the date of the annual business meeting at which the said proposed amendment is to be considered. The Executive Director shall give notice of such proposed amendment to all Members in the official publication or by written notice, as the Board of Directors may determine, not less than thirty (30) days preceding the date of such annual business meeting.

Section 3–Revisions of Amendments at Annual Business Meeting

Such revision as shall not destroy the tenor of the amendments may be made by those Voting Members who are present and voting at the annual business meeting. The final amendments shall then be voted upon under Article XVIII, Section 2.

Section 4–Alternative Amendment Procedure

Any amendment which has not been filed with the Executive Director and of which written notice has not been given within thirty (30) days may be submitted at the annual business meeting and shall be adopted upon receiving a unanimous vote by all those Voting Members who are present and voting at the annual business meeting at which a quorum is present. Such amendment shall then be voted upon under the provisions of Article XVIII, Section 2 above.


Constitution & Bylaws: Article XIX–Miscellaneous

Section 1–Interpretation of Constitution and Bylaws

a) The Board of Directors shall be the final authority on the interpretation of the Constitution and Bylaws.
b) Nothing in any article of this Constitution and Bylaws, or in any provision of the Code of Professional Ethics, shall be construed to require or permit the Association or any of its committees, councils or task forces to participate or advise in any way, formal or informal, in the setting of rates or charges for the profession, except for rates established by statute, rule, or order of court.

Section 2–Office

The headquarters office of the Association shall be maintained at such address as the Board of Directors may determine.

Section 3–Previous Constitution and Bylaws Superseded

All provisions of the previous Constitution and Bylaws of the Association are hereby replaced by the provisions hereof.

 

National Court Reporters Association
8224 Old Courthouse Road
Vienna, VA 22182-3808