PAC Constitution and Bylaws

PAC Constitution
PAC Bylaws

PAC Constitution

CONSTITUTION ARTICLE I

Name

The name is the National Court Reporters Association Political Action Committee (hereinafter, "NCRA PAC").

ARTICLE II

Organization

NCRA PAC is a separate segregated fund that is connected to and sponsored by the National Court Reporters Association (hereinafter, the “Association”).  NCRA PAC shall be independent of any political party, candidate or organization except that the Association may defray all costs and expenses incurred in the establishment and administration of, and in the solicitation of contributions to, NCRA PAC.

ARTICLE III

Purposes

The purpose of NCRA PAC is to provide members of the Association who are interested in the future of the court reporting and captioning professions to contribute to the support of candidates for Federal office who believe, and who have demonstrated their beliefs in, the principles to which the profession is dedicated.  NCRA PAC will work in general to protect and advance the interests of the Association and the Association's members by supporting qualified candidates for federal office, regardless of party affiliation, who understand and are sympathetic to these goals.  To further these purposes, NCRA PAC will be empowered to solicit and accept personal contributions to NCRA PAC from qualified members of the Association that may then be expended to support the campaigns of any qualified candidates for Federal office.

ARTICLE IV

Powers

NCRA PAC shall be established and administered as a separate segregated fund and be otherwise empowered to act as a political action committee in accordance with the Federal Election Campaign Act of 1971, as amended, and such other applicable federal legislation and regulations as may from time to time be enacted or promulgated.  NCRA PAC may solicit and receive voluntary contributions from qualified individuals of the Association and may make donations to candidates for federal elective office and to national, state, and local committees of national political parties for the support of candidates for federal office in accordance with federal law.  NCRA PAC shall be further empowered, in accordance with federal law, to engage in such other activities not inconsistent with the foregoing as may be necessary or advisable for the attainment of the purposes stated above.  NCRA PAC shall not possess or exercise any power or authority except in accordance with federal law.

ARTICLE V

Officers

The officers of NCRA PAC shall consist of a Chair, Treasurer, and Assistant Treasurer and such other officers as may be required by law.  Such officers shall be appointed in the manner set forth in the Bylaws and shall exercise such duties as are imposed upon them by the Bylaws, the Federal Election Campaign Act of 1971, as amended, and such other applicable federal legislation and regulations as may from time to time be enacted or promulgated.

ARTICLE VI

Management

The management of NCRA PAC shall be vested in an eleven person Governing Board (hereinafter, the “Board”).  The Board shall consist of the Officers and eight additional members shall be selected in such manner, serve for such period or periods of time, and exercise such powers as are specified in the Bylaws.

ARTICLE VII

Meetings of the Board

The Chair shall call an annual meeting of the Board as provided in the Bylaws.  Other meetings may be called by persons in accordance with the provisions of the Bylaws.

ARTICLE VIII

Amendments

This Constitution may be altered, amended, repealed, or a new Constitution may be adopted, at any meeting of the Board of Directors of the Association by a majority vote of those present, so long as the Board of Directors of the Association is given at least five days' written notice of the intention to alter, amend, or repeal the Constitution or to adopt a new Constitution at such meeting.

ARTICLE IX

Dissolution

The duration of NCRA PAC is to be perpetual, unless dissolved.  It may be dissolved at any time by a majority vote of the Board of Directors of the Association.  In the event of dissolution, all surplus funds of NCRA PAC shall be promptly distributed to candidates or committees or expended in a manner consistent with applicable federal law and for the purposes set forth in this Constitution.

ARTICLE X

Offices

The principal offices of NCRA PAC shall be located at the principal offices of the Association, currently located at 12030 Sunrise Valley Drive, Suite 400, Reston, Virginia 20191.

PAC Bylaws

ARTICLE I

Purposes

The purpose of the National Court Reporters Association Political Action Committee (hereinafter, "NCRA PAC") shall be as specified in its Constitution.

ARTICLE II

Powers

The powers of NCRA PAC shall be as specified in its Constitution.

ARTICLE III

Participation and Contributions

All members of the National Court Reporters Association (hereinafter, the “Association”) who are also citizens of the United States are eligible to contribute to NCRA PAC, and NCRA PAC is authorized to solicit and accept contributions from all such members of the Association.

All contributions to NCRA PAC shall be voluntary and no contribution to NCRA PAC may be solicited or secured by force, intimidation, financial reprisal, as a condition of employment or membership, or by any other means prohibited by federal election laws and regulations.

ARTICLE IV

Composition of the Governing Board

The Governing Board of NCRA PAC (hereinafter, “the Board”) shall consist of between seven and eleven members including a Chair, a Treasurer, an Assistant Treasurer, and four to eight members.

ARTICLE V

Officers

(a) Selection

The officers of the Board shall consist of a Chair, Treasurer, and an Assistant Treasurer. The Chair shall be appointed by the President of the Association with the approval of the Board of Directors of the Association. The Chair will have full voting privileges on the Board. The Executive Director of the Association shall serve as the Treasurer of the Board. The Secretary-Treasurer of the Association shall serve as the Assistant Treasurer of the Board. The Treasurer and the Assistant Treasurer shall be non-voting, ex-officio members of the Board, and neither the Treasurer nor the Assistant Treasurer of the Board may serve as the Chair.

(b) Duties

  1. Chair: The Chair shall be the principal executive officer of NCRA PAC, shall convene the annual meeting of the Board, shall preside at all meetings of the Board, and shall perform such other duties as may be required by any applicable federal law or as may be assigned by these Bylaws or by the Board.
  2. Treasurer: The Treasurer shall be the chief financial officer of NCRA PAC and shall have general responsibility for all funds collected and all disbursements made by NCRA PAC in accordance with federal law. The Treasurer shall be responsible for:
    • maintaining a detailed account of all contributions to NCRA PAC;
    • depositing all contributions to NCRA PAC in a reliable bank or other depository within ten working days of receipt of such contributions;
    • recording the full name, mailing address, occupation, and principal place of business  of every person to whom a contribution is made and the date and amount thereof;
    • preparing, signing, filing and maintaining copies of all reports, statements and other submissions required by the Federal Election Campaign Act of 1971, the Internal Revenue Code, the regulations thereunder, or other federal laws or regulations;
    • signing all checks issued by NCRA PAC; and
    • performing such other duties and maintaining such other records as may be required by any applicable federal law or as may be assigned by these Bylaws, by the Board, or by the Board of Directors of the Association.
  3. Assistant Treasurer: The Assistant Treasurer shall assume the duties and functions and exercise the powers of the Treasurer during the absence or incapacity of the Treasurer. The Assistant Treasurer shall perform such other duties as may be required by any applicable federal law or as may be assigned by these Bylaws, by the Board, or by the Board of Directors of the Association.

(c) Terms

The Executive Director of the Association shall serve as the Treasurer of the NCRA PAC so long as he or she remains as Executive Director, except that the Board of Directors of the Association may remove the Treasurer at any time by majority vote and except that the Treasurer may resign at any time. Such removal or resignation shall be effective upon receipt of written notice thereof by the Secretary-Treasurer of the Association or on such later date as may be specified in such notice as the effective date of such removal or resignation. In the event that the Treasurer is removed or resigns, the Board of Directors of the Association shall select a successor promptly, and, in any event, no later than its next regularly scheduled meeting.

The Chair shall serve for a term of one year, and the same individual may not hold the office of Chair for more than three terms; provided that the Board of Directors of the Association may remove the Chair at any time by majority vote; and provided further that the Chair may resign his or her office at any time. Such removal or resignation shall be effective upon receipt of written notice thereof by the Treasurer of NCRA PAC or on such later date as may be specified in such notice as the effective date of such removal or resignation. In the event that the Chair is removed or resigns, the President of the Association shall promptly appoint a successor with the approval of the Board of Directors of the Association.

The Secretary-Treasurer of the Association shall serve as the Assistant Treasurer of NCRA PAC so long as he or she remains Secretary-Treasurer of the Association, except that the Board of Directors of the Association may remove the Assistant Treasurer at any time by majority vote and except that the Assistant Treasurer may resign at any time. Such removal or resignation shall be effective upon receipt of written notice thereof by the President of the Association or on such later date as may be specified in such notice as the effective date of such removal or resignation. In the event that the Assistant Treasurer is removed or resigns, the Board of Directors of the Association shall select a successor promptly and, in any event, no later than its next regularly scheduled meeting.

ARTICLE VI

Board Members

The Board shall consist of no fewer than four (4) and no more than eight (8) members with full voting privileges who are to be appointed by the President of the Association with the approval of the Board of Directors of the Association. Each member shall serve for a term of two years with no limit as to how many terms an individual is allowed to serve as a member; provided that any member may be removed at any time by a majority vote of the Board of Directors of the Association; and provided further that any member may resign at any time. Such removal or resignation shall be effective upon receipt of written notice thereof by the Secretary-Treasurer of the Association or on such later date as may be specified in such notice as the effective date of such removal or resignation. In the event that a vacancy occurs on the Board because of such removal or resignation or for any other reason, a successor shall be appointed by the President of the Association at its next regularly scheduled meeting and shall serve until new members of the Board are appointed. To the extent possible, the four (4) to eight (8) members shall be appointed for staggered terms so that the terms of half of the members expire each year.

Regular meetings of the Board shall be held at such intervals, and at such times and places, as the Board may establish by resolution, but in no event less than once each year. Special meetings shall be called by either the Chair or the Treasurer at the request of two members of the Board or with the concurrence of one other member of the Board. Each member of the Board shall be given five days' written notice of each regular meeting and one days' notice of each special meeting unless such notice is waived in writing by a majority of the Board. A majority of the members of the Board shall constitute a quorum. All decisions shall be made by a majority of members present and voting.

Any or all members of the Board may participate in a meeting of the Board by means of telephone conference or by any means of communications by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if all members of the Board consent in writing to the taking of such action. Such written consent shall be filed with the minutes of the proceedings of the Board.

The Board shall supervise, direct, and approve the solicitation of contributions to NCRA PAC.

ARTICLE VII

Staff and Committees

(a) Staff

The Treasurer of NCRA PAC may appoint staff to help facilitate the work of the PAC. The staff shall report to the Treasurer and have such duties as may be assigned to him or her by the Treasurer, by the Board, or by the Board of Directors of the Association.

(b) Project Task Forces

NCRA PAC may appoint project task forces from time to time as considered appropriate by the Board. The Board may determine the functions, personnel, and terms of such committees.

ARTICLE VIII

Amendments

These Bylaws may be altered, amended, repealed, or new Bylaws may be adopted, at any meeting of the Board of Directors of the Association by a majority vote of those present, so long as the Board of Directors of the Association is given at least five days' written notice of the intention to alter, amend, or repeal the Bylaws or to adopt new Bylaws at such meeting.

PAC Bylaws amended February 2012.