Proposed Bylaw Amendments


 

These are exciting times for NCRA members. The National Court Reporters Association is about to embark on a new strategic plan to attract new people into the profession, help the public recognize the change in the profession, and help you showcase your skills.

Part of that change is to update the NCRA Constitution & Bylaws. Some of the changes are minor, cleaning up some repetitive language. Some are more substantial, such as streamlining the voting procedures for amendments and elections.

The following serves as official notice that amendments to NCRA’s Constitution & Bylaws have been proposed. The following amendment proposals will be voted upon immediately following the next Annual Business Meeting of the membership, Aug. 2, 2018, at the Hyatt Regency New Orleans in New Orleans, La.

 

Notes

For your reading ease, the language to be added is italicized. Language to be stricken is indicated by strikethrough.

A few 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.

For more information on the proposed bylaw amendments, please see the article, "Making NCRA work in the 21st century: What the 2018 proposed amendments are all about, " on page 64 of the June JCR.

 

 

Amendment #1 – Voting for Officers and Board of Directors

RATIONALE

When adopted, this change allows Voting Members to cast votes in contested elections prior to Convention, as well as giving them a 24-hour window for voting, doubling the current 12-hour voting window. Perceived benefits include an increase in participation among all Voting Members, leading to a more equitable system for all Association members. An added bonus would be that a final vote preceding Convention would allow a smoother transition for Board members.

Article IX – Meeting and Voting

Section 3 – Voting

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 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.

 
Consequential amendments:

Article V – Board of Directors

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 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 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 meeting of the Nominating Committee after the election and prior to the close of the annual business meeting, 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 VIII – Nominations and Election of Officers and Directors

Section 3 – Preparation of the Slate of Nominees

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.

 

 

Amendment #2 – Voting on Bylaws Amendments

RATIONALE

The current Constitution & Bylaws limits electronic voting to 12 hours. The proposed amendment would double the amount of time for voting on amendments to the Constitution & Bylaws to 24 hours in the hope that more Voting Members would participate.

Article IX – Meeting and Voting

Section 3 – Voting

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 24 hours after the annual business meeting to vote.

 

 

Amendment #3 – Clarification of electoral process

RATIONALE

The change from “convention” to “election” clarifies that the deadlines for publication should be tied to the date of the election of officers and directors rather than any Association event. It should be noted that this change can be made independently from changes that would affect Voting for the Board of Directors. That is, regardless of any changes to when elections take place, the information for each nominee should be presented at a time consistent with the electoral process.

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.

 

 

Amendment #4 – Elections when more than two candidates are running for the same position

RATIONALE

The current Bylaws include a two-step procedure for elections of more than two candidates (in any position). In accordance with the current process, the third candidate has been eliminated during the Business Meeting, preventing the majority of Voting Members from fully participating in the election of the Board of Directors.

The proposed change in language not only would allow for all duly nominated candidates to be on the electronic ballot but would allow the voting for director seats to be filled by the candidates receiving the most votes in descending order. That is, if there were three openings for directors and five nominees on the ballot, the three candidates who receive the most votes would fill those positions.

Also, the current Constitution & Bylaws require candidates for Director to choose a candidate to run against. This process is not considered a best practice for individual membership organizations. In addition, it is inconsistent with the proposed method of plurality vote to elect.

Article VIII – Nominations and Election of Officers and Directors

Section 3 – Preparation of the Slate of Nominees

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.

Section 4 – Election Procedure

b) If there shall be two (2) candidates for office more candidates than specified open positions, the person(s) 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 position(s).

 
Consequential amendments:

Article VIII – Nominations and Election of Officers and Directors

Section 4 – Election Procedure

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.

 

 

 

Amendment #5 – Number of Directors on the Board

RATIONALE

The proposed amendment would reduce the number of people serving on the Board of Directors. This would reduce some costs to the Association overall.

The amendment is structured so that, if accepted by the Voting Members, the change would take place over three years of gradual adjustment.

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) six (6) Directors. …

Proviso:  Current Directors will complete the term for which they were elected until such time as the number of Directors is reduced to six.

 
Consequential amendments:
Section 3 – Duration of Office

 

  1. The nine (9) 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 at which they were elected.
  2. The nine (9) Directors shall be divided into three (3) classes of three (3) two (2) Directors each, determined by the expiration of their terms of office,. oOne (1) class of Directors to shall be elected each year.

Proviso:  Current Directors will complete the term for which they were elected until such time as the number of Directors is reduced to six.

 

 

Amendment #6 – Clarification of the timing of terms of office

RATIONALE

This proposed amendment clarifies the beginning of the Officers’ terms of office without referring to the election.

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

 

 

 

Amendment #7 – Elimination of requirement to include a nonmember as part of the Council of the Academy of Professional Reporters (CAPR)

RATIONALE

This proposed amendment would eliminate the requirement to have a public member serve on the Council of the Academy of Professional Reporters (CAPR).

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

Section 3–Council of the Academy of Professional Reporters

a) There shall be a Council of the Academy of Professional Reporters (“CAPR”) which shall consist of at least five (5) Fellows, as well as voting representation from at least one consumer or public member, appointed by the President with the approval of the Board of Directors. The members of CAPR shall be appointed to serve three-year staggered terms. CAPR shall be authorized to meet by telephone conference or through other electronic communications media.

 

 

Amendment #8 – Clarification of electronic mail voting

RATIONALE

This proposed amendment would clarify that voting for contested elections and amendments to the Constitution and Bylaws is by electronic voting that does not take place in the annual business meeting.

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.

 

 

Amendment #9 – Removal of reference to electronic voting in a business meeting

RATIONALE

This proposed amendment would remove the language on electronic voting from the section on quorum and voting in business meetings since voting by electronic mail or other authorized means of electronic transmission does not occur in the business meeting but is used for voting on contested elections and amendments to the Constitution and Bylaws that take place outside the business meeting as defined elsewhere in the Constitution and Bylaws.

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.

 

 

Amendment #10 – Definition of Voting Members

RATIONALE

This proposed amendment corrects the language in this section on Voting Members in relation to Bylaws amendments. Since all Bylaws amendments are voted on by all Voting Members by electronic means after the close of the annual business meeting, this change eliminates any confusion in the process.

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.  …

 

 

Amendment #11 – A name change

RATIONALE

To move forward on long-standing Association goals of attracting people to the profession, raising the profile of the current high-quality work done by court reporters and captioners, and creating a greater awareness of the benefits of the services our professional members provide, adding captioners to the name of the Association is being proposed to better reflect the current and future status of the profession. An added benefit of the proposed name change is that it recognizes an important segment of the membership: captioners.

The proposal of this amendment reiterates the intent to focus on stenography and the professions that use a steno machine. This proposal is to keep the profession alive, bring more attention to stenography, update the image of stenography, and increase the awareness of the number of ways stenography improves the lives of the general public.

In addition, the inclusion of captioning will open up the Association to new opportunities for corporate sponsorship, as it will give us exposure to new industries that use captioning.

Article I – Name

 

The name of this organization shall be National Court Captioners and Reporters Association (the "Association").

 

 

Amendment #12 – Meeting reference

RATIONALE

The Bylaws currently make reference to Robert’s Rules of Order as relates to the annual business meeting. The proposed amendment would establish Robert’s Rules of Order Newly Revised as the parliamentary authority for all NCRA business meetings. Because the proposed amendment is not part of our Bylaws, it means we operate under "custom," and therefore a lower ranking rule. ASAE is not a parliamentary authority and we are governed by Robert’s Rules of Order Newly Revised as a custom. Due to conflict, this must be made perfectly clear. NCRA must have a foundation of rules covered in our Constitution & Bylaws that protect the rights of our members to make motions, debate, and vote in an impartial environment.

Respectfully submitted:
Kristin Anderson, RPR
Christine Phipps, RPR
Sue Terry, RPR, CRR, CRC

Article XIV - Fiscal and Legal Procedures

Section 17 – Parliamentarian 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.

Consequential amendment:

Article IV - Meeting and Voting

Section 5–Business at Annual Convention

b) The latest edition of Robert’s Rules of Order shall be the official parliamentary guide for all business sessions when they are not in conflict with this Constitution and Bylaws or rules adopted by the Association during the annual business meeting or by the Board of Directors.