BYLAWS OF

TENNESSEE COURT REPORTERS ASSOCIATION

(6/6/09)

 

ARTICLE I
NAME
 
The name of the Association shall be the Tennessee Court Reporters Association.
 
ARTICLE II
PURPOSES
 
The members of this Association shall strive to establish and maintain a proper standard of proficiency in the profession of court reporting, to establish and maintain a proper standard of professional ethics, to promote friendly interaction and good feeling among the members of the Association, to promote enactment of just and equitable laws upon the subject of court reporting, to protect the public against the imposition of incompetent and unethical court reporters, and to promote by all proper and lawful means, and consistent with the public interest, the legitimate interests of professional court reporters in the State of Tennessee.
 
ARTICLE III
MEMBERSHIP
 
Section 1 – Classes of Membership. All persons whose dues have been paid in full for the current year shall constitute the active membership of the Association, in the following classes:
Professional Members. Only persons skilled in the art of court reporting as defined in Article XII, Definitions, and actively engaged in the practice of court reporting shall be eligible to apply for professional membership in the Association.
Associate Members. Any person not eligible for Professional Membership who is supportive of the profession of court reporting shall be eligible for associate membership in the Association. This includes but is not limited to: court reporting teachers, typists, note readers, scopists, proofreaders, office managers, or software or hardware vendors.
Student Members. Any person who is studying with the intent of becoming a court reporter is eligible for student membership in this Association.
 
Section 2 – Application and Eligibility. Any person desiring to become a member of the Association shall make written application submitted to the Board of Directors, accompanied by the current year’s dues, indicating that they meet the qualifications for the class of membership for which they are applying, and must be sponsored by a Professional Member in good standing.
 
Section 3 – Membership Rights. All Professional Members shall have full rights, including the right to vote and hold elective office in the Association. Associate and Student members have all rights of membership, except they may not vote or hold elective office.
 
Section 4 – Dues and Assessments. Each member of the Association shall pay dues annually, which dues shall become due and payable on June 1st of each year. Members who have not remitted dues by July 1st will be notified by the Administrative Director. If, after fifteen (15) additional days, a member’s dues are not paid, that member will be removed from the roll of active members and, after 60 days, all membership rights, including the Certified Court Reporter certification, will cease until dues are paid and current membership criteria are met. 
 
Dues for membership and CCR fees will be determined by the Board of Directors.
 
ARTICLE IV
OFFICERS
 
The officers of this Association shall consist of a President, a President-elect, immediate Past President, a Vice President, a Secretary, and a Treasurer.
 
Section 1 – President. The President is the chief executive officer of the Association, and as such, shall preside at all meetings of the Members, all meetings of the Board of Directors, shall have powers to execute contracts on behalf of the Association, and act as the spokesperson for the Association. The President may temporarily appoint a spokesperson in his or her stead.
 
Section 2 – President-elect. In the event of the inability to act, or absence of the President, the President-elect shall assume and discharge all duties of the President. The President-elect shall assist the President and is an ex-officio member of all committees. The President-elect shall automatically succeed to the office of President at the completion of the President’s term of office.
 
Section 3 – Vice President. In the event of a temporary inability to act, or absence of the President and President-elect, the Vice President shall assume and discharge all duties of the President. The Vice President shall Chair or Co-Chair the TCRA Annual Convention Committee.
 
Section 4 – Secretary. The Secretary shall keep a record of meetings of the Association and a list of the members, conduct such correspondence as may be necessary, give or cause to be given notice of all meetings of the Members, and shall perform such other duties as required by the President and Board of Directors. The Secretary shall have custody of the corporate seal of the Association and have authority to execute documents requiring the seal of the Association. The Secretary shall file the new listing of officers and Directors with the state each year.
 
Section 5 – Treasurer. 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. An accounting of such transactions by said person or persons shall be documented in books owned by the Association which shall at all times be open to the inspection of the Board of Directors or any member thereof. The Treasurer shall, at the annual meeting, give a complete report showing the financial condition of the Association. The officer or officers, agent or agents, administrative Director 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 6 – Duration of Office. All officers, with the exception of the President-elect, shall be elected to a one (1)-year term of office at the annual meeting. No officer, after completion of three consecutive terms, in one office, is eligible for re-election until the passage of one year. The immediate Past President must be off the Board until the passage of one year.
 
ARTICLE V
BOARD OF DIRECTORS
 
Section 1 – Composition. The Board of Directors shall be composed of the President, the elected officers, the immediate Past President of the Association, and six (6) Directors.
 
Section 2 – Duration of Office. The Directors’ terms shall be two-year terms, with one Director being elected from each district each year. No Director who has served two full consecutive terms shall be eligible for re-election as a Director until at least one year shall have lapsed.
 
Section 3 – Removal. Any member of the Board of Directors 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. Any member of the Board of Directors, after missing two consecutive board meetings, may be removed by a majority vote of the Board.
 
Section 4 – Vacancies. If a vacancy shall occur in any office of the Association, other than the President, which shall be succeeded to by the President-elect as provided herein, the Board of Directors shall fill such vacancy by appointment until the next regular annual meeting. If less than four months remain in a Director’s term, the Board of Directors may elect to leave such Director’s position open until the next election.
 
Section 5 – Compliance. Upon election, every officer and member of the Board of Directors 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 to comply with such laws.
 
Section 6 – Meetings. The Board of Directors shall meet once every quarter, with the dates and times set by the President or President-elect. Notice of the meetings shall be given no later than six weeks in advance. A quorum shall be constituted by a majority of the Board present.
 
ARTICLE VI
EXECUTIVE COMMITTEE
 
All officers of the Association shall comprise the Executive Committee. The Executive Committee may exercise limited 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 action taken. In no event shall the Executive Committee have the authority to modify or rescind any action taken by the Board of Directors. A majority of the voting members of the Executive Committee shall constitute a quorum.
 
ARTICLE VII
MEETINGS
 
Section 1 – Annual Business Meeting. The annual business meeting of the Association shall be held at a time and place determined by the Board of Directors, but will be held during the month of June. Notice of said meeting shall be given to all members not less than fourteen (14) days prior to the date of the meeting.
 
Section 2 – Special Meetings. A special meeting may be called at any time and for any purpose at the call of the majority of the Board of Directors, or the President, or upon written request of 20 percent (20%) of the voting members. Notice of said meeting shall be given to all members not less than fourteen (14) days prior to the date of the meeting.
 
Section 3 – Quorum. At all annual or special meetings of the Association, a quorum shall be constituted by the voting members present at a meeting for which notice has been given, and provided that no fewer than fifteen (15) voting members are present in addition to the officers and Directors. The action of a majority of the voting members at a meeting at which a quorum is present shall constitute the action of the voting members.
 
ARTICLE VIII
ELECTIONS
 
Section 1 – Nominations. Nominations for all open officer positions shall be made in advance of the annual meeting by the Nominating Committee. All officer nominees must have been a member of the Association for two years and have served six months on a committee prior to being eligible for nomination. All Director nominees must have been a member of the Association for one year and have served six months on a committee prior to being eligible for nomination. The above guidelines shall apply unless a vacancy on the Board will be the result.
 
Section 2 – Elections. All officers and Directors of the Association shall be elected by a majority ballot vote of those present and entitled to vote at the annual meetings.
 
Section 3 – Nominating Committee. The Nominating Committee shall consist of two (2) past presidents and three (3) members, one from each division of Tennessee, who shall be chosen by the chair of said committee at least two months prior to the annual meeting, and shall make nominations for all open offices. The immediate Past President shall serve as chair of the committee. Committee members must be approved by the President. All nominations must be
submitted by May 31st. Nominations may be taken from the floor at the Annual Business Meeting provided nominee meets the requirements as set forth in Article VIII, Section 1, and only for offices where there is no nominee.
 
ARTICLE IX
COMMITTEES
 
Section 1 – Appointment. The President shall annually appoint such committees as are deemed necessary by the President or Board of Directors, or authorized by a vote of the Association.
 
ARTICLE X
FISCAL AND LEGAL MATTERS
 
Section 1 – Fiscal Year. The Tennessee Court Reporters Association shall utilize a fiscal year that starts on June 1 and ends on May 31st.
 
Section 2 – Annual Budget. The Board of Directors shall adopt a budget for each fiscal year.
 
Section 3 – Distribution of Revenue. No part of its net revenue or earning shall inure to the benefit of or be distributed to any individual subscriber, contributor, member, trustee, Director, or officer of the Association, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c) (6) of the Internal Revenue Code of 1954.
 
Section 4 – Corporate Office. The office and location of the Association shall be as determined by the Board of Directors from time to time.
 
Section 5 – Dissolution. Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner or to such organization or organizations as shall qualify under Section 501 (c) (6) of the Internal Revenue Code of 1954, as the Board of Directors shall determine.
 
Section 6 – Duties and Powers Unspecified. All duties or powers not herein otherwise specified or assigned are hereby delegated to the Board of Directors.
 
Section 7 – Authority to Contract. The Board of Directors shall have the authority to contract for professional service as the need arises. Such professional service includes but is not limited to: executive Directors, lobbyists, accountants, and publishers. Liaison will be with the Board of Directors or Executive Committee only. No contracted entity or committee has authority to make new policy or otherwise commit TCRA to action or expenditure that the Board has
not approved.
 
ARTICLE XI
AMENDMENTS
 
These bylaws may be amended, altered, or repealed at any annual meeting of the Association by a two-thirds (2/3) vote of the members present at such meeting, provided the text of such proposed action is provided to each member not less than thirty (30) days prior to the annual meeting.
 
ARTICLE XII
DEFINITIONS
 
“Court Reporting” shall be read to include all judicial reporting, captioning, and other related types of verbatim reporting of proceedings by use of shorthand symbols, manually or by stenographic machine, or by voice reporting or Stenomask, as an official court or legislative reporter, freelance reporter, captioner, or CART provider..
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