Bylaws of the National Court Reporters Foundation
Last Amended: July 2, 2013
Article I. Purpose
The purpose of the National Court Reporters Foundation (the "Foundation") shall be to conduct and support philanthropic, educational, research, and other charitable activities in furtherance of the goals of the National Court Reporters Association ("NCRA") within the meaning of Sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code as set forth in the Articles of Incorporation.
Article II. Board of Trustees
Section 1. General Powers. The affairs of the Foundation shall be managed by its Board of Trustees.
Section 2. Qualifications, Number, Election, and Vacancies.
A. The Board of Trustees shall consist of eleven (11) voting members, except as provided in Section 2.A.3. of this Article where the number of voting members shall be twelve (12). Those voting members include Officer positions of Chair, Chair-Elect, and Secretary-Treasurer.
- At least six (6) of the voting members shall be individuals who are Members of NCRA in any category (not just Registered Members). One of these trustees shall be the current NCRA Secretary-Treasurer. The remainder of these trustees shall be elected by a two-thirds (2/3) vote and shall serve staggered three-year terms (which elections shall be held at the spring meeting of the NCRA Board of Directors).
- No more than five (5) of the voting members shall be elected from the general public. These trustees shall be elected by a two-thirds (2/3) vote and shall serve staggered three-year terms (which elections shall be held at the spring meeting of the NCRA Board of Directors). These trustees may not be practicing court reporters and shall be chosen from among other professions that the NCRA Board of Directors deems appropriate.
- If a Trustee is in his/her first three-year term and begins service as Chair in the third year of that first term, that individual shall automatically serve an additional one (1)-year term as the twelfth (12th) voting member of the Board of Trustees while serving as Chair. Because this Trustee is not being elected to a second three-year term as a regular voting Trustee, but is just serving a special additional one (1)-year term as a voting Trustee while he/she serves as Chair, the Board shall follow the normal election process and elect/reelect as many Trustees as terms are expiring in order to maintain the regular composition of eleven (11) regular voting members. If a Trustee is in his/her second three-year term and begins service as Chair in the third year of the second term, that individual shall automatically serve an additional one (1)-year term as the twelfth (12th) voting member of the Board of Trustees while serving as Chair. These are the only two times when there will be twelve (12) voting members on the Board.
B. Voting members, with the exception of the Secretary-Treasurer, may serve two (2) successive three-year terms, for a maximum of six consecutive years, provided that the Chair may serve seven consecutive years by virtue of serving a fourth (4th) year as Chair and then being reelected to a second three-year term or serving a seventh (7th) year in order to complete his/her two-year term in office.
C. The Board of Trustees shall also consist of one (1) nonvoting ex officio member, who shall be the NCRF Executive Director and Chief Executive Officer (or another staff person designated by the NCRF Executive Director and Chief Executive Officer).
D. New trustees shall take office at the annual meeting of the Board of Trustees.
Section 3. Removal and Vacancies. Any trustee may be removed from office by the NCRA Board of Directors by the same vote that was required for that trustee's original election. Any vacancy due to removal, resignation, or death occurring in the Board of Trustees may be filled for the unexpired term by the NCRA Board of Directors in accordance with the qualification and election requirements for that vacant seat. NCRF shall propose nominees for the NCRA Board’s consideration.
Section 4. Meetings. An annual meeting of the Board of Trustees shall be held in conjunction with the annual meeting of NCRA for the purpose of electing officers and the transaction of such other business as may legally come before the meeting. Other meetings of the Board of Trustees shall be held on call of the Chair or upon the written request of any six (6) trustees.
Section 5. Notices. Written notice of any meeting of the Board of Trustees shall be given at least five (5) days prior to the meeting date.
Section 6. Quorum. A majority of the voting members shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. The action of a majority of the trustees present at a meeting at which there is a quorum shall constitute the action of the Board of Trustees, unless a greater number is required by law, the Articles of Incorporation, or these Bylaws.
Article III. Officers
Section 1. Officers. The officers of the Foundation shall consist of a Chair, Chair-Elect, and Secretary-Treasurer.
Section 2. Election and Term of Office. At the annual meeting of the Board of Trustees in odd-numbered years, the Board of Trustees shall elect by majority vote one of the voting members of the Board of Trustees (other than the current Secretary-Treasurer) to serve as Chair-Elect for the following year and that individual shall automatically become Chair for a two-year term beginning at the annual meeting in the next even-numbered year. The current Secretary-Treasurer of NCRA shall serve as the Secretary-Treasurer of the Foundation.
Section 3. Chair. The Chair shall be the chief elected officer of the Foundation (and shall also hold the corporate office of President). It shall be the Chair's responsibility to supervise and control all of the business and affairs of the Foundation and to carry out the policies established by the Board of Trustees. The Chair shall preside at all meetings of the Board of Trustees.
Section 4. Chair-Elect. In the absence of the Chair or in the event of the Chair's inability to act, or if that office be vacant, the Chair-Elect shall perform the duties of the Chair until the Chair is able to act again or another Chair is elected by the Trustees, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. At any time when there is no Chair-Elect, the responsibilities of Chair shall be fulfilled by the Secretary-Treasurer until the Chair is able to act again or another Chair is elected by the Trustees.
Section 5. Secretary-Treasurer. The Secretary-Treasurer shall cause to be kept the minutes of meetings of the Board of Trustees and the Executive Committee. The Secretary-Treasurer shall be responsible for making sure that notices are given in accordance with these Bylaws and as required by law. The Secretary‑Treasurer also shall have general supervision over the care and custody of the funds, financial records, legal instruments, and corporate seal. The Secretary‑Treasurer shall cause to be kept accurate financial records and accounts of the Foundation. It is anticipated that the duties of the Secretary-Treasurer will be supervisory in nature and that these activities will be conducted by staff.
Section 6. Removal and Vacancies. Any officer may be removed from office by the Board of Trustees by the same vote as required for election as an officer. Any vacancy that arises for any reason in any officer position may be filled for the unexpired term by the Board of Trustees by majority vote.
Article IV. Compensation
Trustees and officers of the Foundation shall not receive any compensation for their services in such capacities; provided, however, that these Bylaws shall not preclude any trustee or officer from serving the Foundation, upon request, in any other capacity and receiving reasonable compensation therefor, or from receiving reimbursement for actual out‑of‑pocket expenses in accordance with guidelines established by the Board of Trustees to the extent funds are budgeted and available for such purposes.
Article V. Committees and Task Forces
Section 1. Nominating Committee. There shall be established a Nominating Committee to propose nominees to the NCRA Board of Directors for election to the Board of Trustees. The Nominating Committee shall be appointed by the Chair and consist of one of the voting members of the Board of Trustees who shall serve as Chair of the Nominating Committee, as well as four (4) other individuals who may or may not be voting members of the Board of Trustees.
Section 2. Other Committees and Task Forces. The Chair, with the consent of the Board of Trustees, may appoint such other committees or task forces as deemed necessary or appropriate to help carry on the work of the Foundation. Such committees or task forces shall serve until their work has been completed or until the next succeeding annual meeting of the Board of Trustees, whichever comes first.
Article VI. Fiscal Year
The fiscal year of the Foundation shall begin on the first day of October and end on the last day of September in the subsequent year.
Article VII. Seal
The corporate seal shall be in the form of a circle and shall bear the full name of the Foundation and the words "Corporate Seal ‑ District of Columbia."
Article VIII. Indemnification and Insurance
Section 1. Indemnification. The Foundation shall indemnify and hold harmless, to the maximum extent permitted by law, each trustee, 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 trustee, officer, or a senior staff person, 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 Foundation provided, however, that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, such person had reasonable cause to believe the conduct in question was lawful.
Section 2. Insurance and Funding. The Board of Trustees may authorize the purchase of insurance for the benefit of the Foundation and its trustees, officers, employees, and volunteers, whether or not the Foundation would have the power to indemnify the person for any particular act or omission under law. The Foundation's obligation to indemnify and hold harmless its trustees, officers, employees, and volunteers shall be limited to the proceeds of any such insurance policy that may be purchased and any additional Foundation 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.
Article IX. Parliamentary Procedures
The latest edition of Robert's Rules of Order shall be the official parliamentary guide for all meetings of the Foundation when they are not in conflict with the Articles of Incorporation, these Bylaws, or any rules adopted by the Board of Trustees.
Article X. Amendments to the Bylaws
These Bylaws may be amended by the Board of Trustees at any meeting as long as there is notice of the proposed changes in the written notice of the meeting. No such amendments shall be effective until they are also approved by the NCRA Board of Directors.
Last Amended: July 2, 2013