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2017 Proposed Bylaws Amendments

This is to provide official notice that amendments to NCRA’s Constitution & Bylaws have been proposed. The proposals have been submitted in a manner consistent with all requirements of Article XVIII, Section 1 of the Constitution & Bylaws (“Originating Proposed Amendments”).

In accordance with Article XVIII, Section 2 (“Procedure and Action on Proposed Amendments”), notice is hereby given to all Members that the following amendment proposals will be voted upon immediately following the next annual business meeting of the membership, Aug. 10, 2017, at Planet Hollywood Resort & Casino in Las Vegas, Nev.

To be adopted, the amendment requires a two-thirds vote of 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 full text of NCRA’s Constitution & Bylaws can be found at NCRA.org/c&b.

The language to be added is italicized. Language to be stricken is indicated by strikethrough.

Several of the amendments have related language in more than one area of NCRA’s Constitution & Bylaws and, to keep the Bylaws consistent in all areas, will be voted on by groups of related bylaws changes.


Grouping #1 – Retired Membership

The following proposed amendments will be considered as a whole with a single vote.

RATIONALE

The rationale for this grouping of proposed amendments is explored in depth in the article “Bylaws Amendments: What amendment changes mean for you."

Article III-Membership

Section 2–Classes of Members

The Membership shall consist of six seven classes:

  1. Participating Members
  2. Registered Members
  3. Student Members
  4. Honorary Members
  5. Associate Members
  6. Retired Members
  7. Retired Lifetime Members

Section 8–Retired Lifetime Membership

a) Any Participating or Registered Member in good standing prior to January 1, 2018, 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. Any Participating or Registered Member in good standing after January 1, 2018, who is no longer deriving income in any manner from the verbatim stenographic reporting profession, shall be eligible to become a Retired Member.

c) Retired Lifetime Members who meet the requirements of subsection a) prior to January 1, 2018, are eligible for Retired Lifetime membership and shall not be required to pay dues. Retired Members who meet the requirements of subsection b) after January 1, 2018, are eligible for Retired Membership and shall pay half of the dues of Participating or Registered membership.

Consequential amendments:

Article III-Membership

Section 9–Privileges

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 Members, 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 Members and 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.

Article V–Board of Directors

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 Members and 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.

Article X–Academy of Professional Reporters and Council of the Academy of Professional Reporters

Section 2–Fellows

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, Retired Lifetime, Honorary, or an Associate Member.


Grouping #2 – Electronic Meetings

The following proposed amendments will be considered as a whole with a single vote.

RATIONALE

In accordance with Robert’s Rules of Order Newly Revised, electronic meetings are to be authorized in the bylaws.

Article V–The Board of Directors

Section 5–Quorum and Voting

c) The members of the Board of Directors may participate in any meeting by conference call, or by other electronic communications media, and such participation shall constitute presence in person at such meeting.

Article VII–Executive Committee

Section 2–Quorum and Voting

... Members of the Executive Committee may participate in any meeting by conference call or other electronic communication media, and such participation shall constitute presence in person at such meeting.

Article VIII–Nomination and Election of Officers and Directors

Section 2–Duties of Nominating Committee

The Nominating Committee shall be authorized to meet by telephone conference or through other electronic communications media.

Section 3–Preparation of the Slate of Nominees

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.

Article X–Academy of Professional Reporters and Council of the Academy of Professional Reporters

Section 3–Council of the Academy of Professional Reporters

a) … CAPR shall be authorized to meet by telephone conference or through other electronic communications media.

Article XI–Council on Approved Student Education

Section 1–Council on Approved Student Education

…  CASE shall be authorized to meet by telephone conference or through other electronic communications media.

Article XII- Structure

Section 2–Committees, Councils and Task Forces

a) … The committees, councils and task forces shall be authorized to meet by telephone conference or through other electronic communications media.


Grouping #3 – Nominating Committee

The following proposed amendments will be considered as a whole with a single vote.

RATIONALE

This proposal allows for the consistency with the 2016 amendment regarding the President-elect's committee appointments and also provides for more effective communication and maintaining continuity of the Board.

Article VIII–Nomination and Election of Officers and Directors

Section 1–Qualifications of Nominating Committee

d) The President-Elect 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 current Board of Directors, the members to the Nominating Committee, in addition to an alternate(s) to serve in the event of absences of committee members, for the ensuing term. Notice of such appointments shall be made to the Membership as soon thereafter as practicable practical.

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, President-Elect, and the Executive Director.


Grouping #4 – Voting for contested elections and amendments to the Constitution and Bylaws

The following proposed amendments will be considered as a whole with a single vote.

RATIONALE

The rationale for this grouping of proposed amendments is explored in depth in the article “Bylaws Amendments: What amendment changes mean for you."

Article IX–Meeting and Voting

Section 3–Voting

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 be 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 voting period begins will have a period of fourteen (14) calendar days to vote once the online voting period begins. The period of fourteen (14) days shall occur prior to the annual business meeting and will be determined annually by the Board of Directors.

e) Members voting by electronic mail and other authorized means of electronic transmission for amendments to the Constitution and Bylaws will have a period of fourteen (14) calendar days after the annual business meeting to vote.

Consequential amendments:

Article IX–Meeting and Voting

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.

Article VIII–Nominations and Election of Officers and Directors

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 election.

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.

f) In the event an office shall become vacant after the election and prior to the close during the course of the annual business meeting 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 present and voting shall elect a candidate to fill said vacancy.

Section 4–Election Procedure

b) If there shall be two (2) or more candidates for an officer position, the person receiving a majority plurality of votes cast at the annual business meeting and by the Voting Members who are voting by electronic mail or other authorized means of electronic transmission shall be elected for such office. If there shall be four (4) or more candidates for the Director positions, the three persons in order of plurality of the votes cast by the 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.

Article V–The Board of Directors

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 business meeting following the election at which they were elected.

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 elections 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 a vacancy occur after the election and after the meeting of the Nominating Committee prior to at the close of the annual business meeting after the meeting of the Nominating Committee through the election of a mid-term Director to an Officer position, 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.

Article VI–Officers

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 business meeting following the election at which the Officer was elected and the Officer shall serve until the Officer’s successor is elected. ….

Article XVIII–Amendments

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.


Grouping #5 - Miscellaneous

RATIONALE

While it is useful to have a highly credentialed parliamentarian, the Constitution & Bylaws should not mandate parliamentarians at the highest level of certification. This provides greater flexibility in engaging a proficient professional.

Article XIV–Fiscal and Legal Procedures

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.