Table of Contents
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 and/or stenographic captioning refers to that reporting technology by the use of symbols, manually or by stenographic machine.
The purposes of this Association shall be:
- To assume responsibility for leadership and enlightenment of verbatim stenographic reporters and/or stenographic captioners and of the public regarding the special competency, importance, and value of verbatim stenographic reporters and/or stenographic captioners, and to promote verbatim stenographic reporting technologies by the use of symbols, manually or by stenographic machine, over alternative reporting methods.
- To promote a broader understanding and acceptance of the verbatim stenographic reporter and/or stenographic captioner as an integral part of the judicial process.
- To apply the knowledge and experience of verbatim stenographic reporters and/or stenographic captioners, 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 and/or stenographic captioner to participate actively in the achievement of this objective.
- To encourage, establish, and maintain high standards of professional education, competence, and performance of verbatim stenographic reporters and/or stenographic captioners.
- To conduct and promote lawful and proper technical and business research to enhance the services of verbatim stenographic reporters and/or stenographic captioners.
- To promote lawful and proper professional ethics, as well as compliance with all applicable laws, including antitrust laws, for verbatim stenographic reporters and/or stenographic captioners.
- 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/or stenographic captioning, and to promote verbatim stenographic reporting as a successful career.
- 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 and/or stenographic captioning professions.
- To conduct educational seminars and conferences relating to verbatim stenographic reporting and/or stenographic captioning.
- 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 and/or stenographic captioning professions.
- To advance the interests and general welfare of the verbatim stenographic reporting and/or stenographic captioning professions.
- To promote and encourage development of realtime reporting skills and ethics to provide communication access pursuant to the Americans with Disabilities Act.
- 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 seven classes:
a) Participating Members
b) Registered Members
c) Student Members
d) Honorary Members
e) Associate Members
f) Retired Members
g) Retired Lifetime Members
Section 3–Participating Members
a) Any person who is skilled and primarily engaged in the verbatim stenographic reporting and/or stenographic captioning of proceedings by the use of symbols, manually or by stenographic machine, as an official court or legislative reporter, freelance reporter, CART captioner, or broadcast captioner shall be eligible to become a Participating Member.
Section 4–Registered Members
Any Participating Member who passes the Registered Professional Reporter examination, or who successfully completes the requirements to become a Certified Realtime Captioner, shall be eligible to become a Registered Member.
Section 5–Student Members
a) Any student confirmed to be enrolled in a verbatim stenographic reporting and/or stenographic captioning 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 and/or stenographic captioning, as an author of verbatim stenographic reporting and/or stenographic captioning literature, or as a benefactor of the profession, but who is not in the active practice of verbatim stenographic reporting and/or stenographic captioning, 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 and/or stenographic captioners 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 and/or stenographic captioning, shall be eligible to become an Associate Member.
b) A teacher of verbatim stenographic reporting and/or stenographic captioning, or anyone connected in an official capacity with a school or college conducting a verbatim stenographic reporting and/or stenographic captioning 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 Certified 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 and/or stenographic captioning, but not in any way actively engaged in the verbatim stenographic reporting and/or stenographic captioning 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 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 and/or stenographic captioning shall be eligible to become a Retired Lifetime Member.
b) 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 and/or stenographic captioning professions, 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.
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/or stenographic captioners and Registered Members who are verbatim stenographic reporters and/or stenographic captioners, as well as Retired Members, Retired Lifetime Members, and Honorary Members who have been verbatim stenographic reporters and/or stenographic captioners, 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 and/or stenographic captioners or Retired Members and Retired Lifetime Members who have been verbatim stenographic reporters and/or stenographic captioners or Honorary Members who have been verbatim stenographic reporters and/or stenographic captioners shall be eligible to hold an elective office of the Association.
d) Only Members in good standing holding NCRA certifications, who maintain their certifications as required by the Board of Directors, may use the NCRA certification designations associated with his/her certifications. The only exception is nonmember Certified Legal Video Specialists who have maintained his/her certification as defined by the Board of Directors.
Section 10–Directory
The Association shall maintain a directory of individuals which shall indicate NCRA membership and NCRA certifications held by the individuals. Other information may also be included in the directory as may be determined by the Board of Directors.
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 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. 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.
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. Any change 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 by electronic mail or other means of electronic transmission as shall be authorized and determined by the Board of Directors. 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).
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 six (6) 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 and/or stenographic captioners or Retired Members and Retired Lifetime Members who have been verbatim stenographic reporters and/or stenographic captioners or Honorary Members who have been verbatim stenographic reporters and/or stenographic captioners shall be eligible to hold an elective office of the Association.
Section 3–Duration of Office
a) The six (6) 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.
b) The Directors shall be divided into three (3) classes of two (2) Directors each, determined by the expiration of their terms of office. One (1) class of Directors shall 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 (1/2) 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 or by other electronic communications media, 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 Directorships not held by Officers (as defined herein) which occur after the annual business meeting shall be filled by appointment by the Board of Directors. Such appointment shall be effective only until the next annual election by the Voting Members. In the event an election under Article VIII, Section 4, creates a vacancy in a director or officer position, a special election shall be held (as provided in Article VIII, Section 3f).
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 business meeting 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. The President-Elect is authorized to appoint committees for the ensuing term. The current Board of Directors shall be authorized to approve presidential appointments for the ensuing term.
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. 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.
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 eight (8) 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 be a majority of the voting committee members.
b) Each of the eight (8) 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 and/or stenographic captioning 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) The President-Elect 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 practical.
Section 2–Duties of Nominating Committee
The Nominating Committee shall meet at least ninety (90) days prior to the annual election 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. 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
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 election.
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.
c) Additional eligible members may be added to the ballot by submitting to the Executive Director, within 60 days after publication of the Nominating Committee slate, a signed letter confirming their willingness to serve in such office, together with pertinent biographical information. In pursuance of being added to the ballot, the member must acquire one hundred (100) Voting Member signatures, no more than twenty-five (25) of whom are located in any one state, within the 60-day petition period. Candidates 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 additional candidates qualifying for the same position (as provided in Article VIII, Section 3c), 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.
e) No individual shall be placed on a ballot for more than one (1) position.
f) In the event an election creates a vacancy in a director or officer position, a special election shall be held. Candidates shall have 48 hours after the close of the initial election to submit a signed letter declaring their candidacy to serve in such vacant position, together with pertinent biographical information. Candidates in the special election shall be required to complete the same application materials required of candidates considered by the Nominating Committee and shall be required to submit signatures of twenty-five (25) voting members, no more than five (5) of whom are located in any one state, if signatures have not previously been submitted, within five (5) days following the submission of their signed letter declaring their candidacy described above. The special election shall be held fifteen (15) days after completion of the initial election. Members voting by electronic mail or other authorized means of electronic transmission for the special election will have a period of 24 hours to vote once the online voting period begins.
Section 4–Election Procedure
a) The Voting Members shall elect the Officers and Directors.
b) If there shall be more candidates than specified open positions, the person(s) receiving a plurality of votes cast by the Voting Members who are voting by electronic mail or other authorized means of electronic transmission shall be elected for such position(s).
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. As an alternative to dispensing with the annual business meeting when unusual conditions may make an in-person meeting inadvisable, the Board of Directors may determine that an annual meeting of members does not need to be held at a particular geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. In such case, the timing and procedures for the meeting, including for voting as set forth in Section 3, shall be modified to best replicate what would occur for a meeting held in person. Such action shall require an affirmative vote of two-thirds (2/3) 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 elections (as provided in Article VIII, Section 4 and Article IX, Section 3d), amendments to the Constitution and Bylaws (as provided in Article XVIII, Section 2), and dues increases (as provided in Article IV, Section 1) shall 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 or other authorized means of electronic transmission for elections (as provided in Article VIII, Section 4) will have a period of 24 hours to vote once the online voting period begins. The voting period shall occur at least 30 days prior to the annual business meeting for initial elections and at least 15 days prior to the annual business meeting for special elections (as provided in Article VIII, Section 3f).
e) Members voting by electronic mail or other authorized means of electronic transmission for amendments to the Constitution and Bylaws and dues increases (as provided in Article IV, Section 1) will have a period of 24 hours after the annual business meeting to vote.
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 (25) 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.
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) 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 and/or stenographic captioning. A candidate for Fellow shall be a continuous Registered Member with at least fifteen (15) 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 and/or stenographic captioning, professional, or related subjects.
ii) Creative, innovative, or technological contributions to the enhancement of the profession of verbatim stenographic reporting and/or stenographic captioning.
iii) Significant and distinguished service to the profession as an active participant on a minimum of three (3) NCRA committees within the last fifteen (15) years.
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 and/or stenographic captioning professions.
v) Attainment of the Association’s Registered Merit Reporter, Registered Diplomate Reporter, or qualification in the Speed or Realtime Contest.
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, 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, 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. CAPR shall be authorized to meet by telephone conference or through other electronic communications media.
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. CASE shall be authorized to meet by telephone conference or through other electronic communications media.
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. The committees, councils, and task forces shall be authorized to meet by telephone conference or through other electronic communications media.
b) Committee on Professional Ethics: There shall be a committee consisting of at least 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, at least ninety (90) days prior to the Annual Convention, its recommendation for the award. The Board may accept or reject the committee’s recommendation. 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 Members
Each member 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 member 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 rights.
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–Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern NCRA in all cases to which they are applicable and in which they are not inconsistent with these Constitution and Bylaws and any special rules of order NCRA may adopt. The Board of Directors shall appoint a 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 and/or stenographic captioning professions 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 Congress 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 either verbatim stenographic reporters, voice writers, or stenographic captioners.
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 and/or stenographic captioning professions. 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 Congress of State Associations
A National Congress 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 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 one hundred twenty (120) 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
12355 Sunrise Valley Drive, Suite 610
Reston, VA 20191-3484