BYLAWS OF THE
UTAH COURT REPORTERS ASSOCIATION

ARTICLE I. NAME

The name of this organization shall be the Utah Court Reporters Association.

ARTICLE II. PURPOSE

The purpose of this Association shall be to secure or promote:

1. Organized effort
2. Ethics
3. Professional standards
4. Technology
5. Public education
6. Legislation
7. Advancement of the court reporting profession

The Association is not organized and shall not be operated for profit and no part of its net earnings shall inure to the benefit of any member, individual, or company. The Association shall be authorized to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in this Article.

ARTICLE III. MEMBERSHIP

Membership in the Association shall consist of Professional Members, Associate Members, and Student Members. Each Professional Member shall have equal voting rights. No person shall hold more than one membership in Utah Court Reporters Association. Neither membership in the Association nor any rights in the membership may be transferred or assigned for value or otherwise. There shall be no limit to the number of members the Association may admit.

Section 1 - Professional Member: Only persons holding a Utah Certified Shorthand Reporter (CSR) certificate shall be eligible to apply for Professional Membership of the Association as hereinafter provided.

Section 2 - Associate Member: A person is eligible for associate membership if such person is:

1. a Professional Member who is retired and is in good standing at the time of such retirement, or
2. a provider of goods and services used in the profession of stenographic reporting who is not otherwise eligible for Professional Membership, or
3. Any reporter not currently living or reporting in Utah, unless they hold a Utah CSR certificate.

Section 3 - Student Member: A person is eligible for student membership if the person is a student who either is or has been enrolled in a school or college conducting a stenographic reporting course, or who is or has been engaged in a home-study stenographic reporting course.

Section 4 - Any person desiring to become a member of this Association shall submit such form as designated by the Association.

Section 5 - Liability of Members: A member of the Association shall not, solely because of membership, be liable for the debts, obligations, or liabilities of the Association.

Section 6 - Membership may be terminated:

1. for failure to pay dues; and/or
2. for revocation of Utah CSR license.

ARTICLE IV. BOARD OF DIRECTORS AND OFFICERS

Section 1 - Board of Directors: The governing body of the Association shall be the Board of Directors.

Section 2 - Composition: The Board of Directors shall be composed of Professional members to serve as the President, Vice President, Secretary, Treasurer, the Immediate Past President, and four directors to be elected at the annual meeting of the Association from the Professional Membership by a majority of votes of those members present. Any runoff candidates shall also be elected at the annual business meeting.

The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President. They shall be duly elected members of the Board of Directors and shall be appointed by the president, with the concurrence of the board. The President, immediately before election, shall have served at least two years on the Board of Directors. The vice president shall become the president on May 1st of the year in which the current president's term expires.

Section 3 - Duties of Officers: The duties of each officer shall be enumerated in the Policies and Procedures Manual.

Section 4 - Term of Office: The members of the Board of Directors shall serve for a term of three years from the date of such director assuming the office, or until their successors are duly elected and installed. A retiring president may serve a one-year term if their three-year term expires at the same time as their presidential term. Directors shall be eligible for re-election without limitation, except that each director may only serve two consecutive three-year terms, provided they continue to meet the qualifications required by these Bylaws. A vice president's term may be extended past the two consecutive three-year terms in order to assume and fulfill the offices of president and past president. A director's term of office shall commence on May 1st of each year.

Section 5 - Compensation: Directors shall serve without compensation, except that this provision shall not be construed to prohibit the Board of Directors from allowing and paying actual and necessary expenses incurred by Directors in discharging the functions of their office.

Section 6 - Meetings: Meetings of the Board of Directors may be called by the President or any two directors. Directors may not vote by proxy. The Board of Directors shall meet not less than eight times annually.

Section 7 - Quorum and Voting: A majority of the Board of Directors shall constitute a quorum.

Section 8 - Duties: It shall be the duty of the Board of Directors to formulate policy as directed by the membership or, in the absence of established policy, as it determines is in the best interests of Utah court reporters and in harmony with this Association's objectives; to act upon all questions affecting the interests of the profession and the membership; and to levy assessments for defraying the necessary expenses of the Association.

The Board of Directors may, at its discretion, contract with outside advisors, such as counsel, lobbyists, executive directors, et cetera, to assist in the running of the Association.

Section 9 - Vacancies: A vacancy on the Board of Directors shall be filled by vote of the remaining members of the Board. The person chosen to fill the vacancy shall serve the remainder of the term of office of the departing Director.

ARTICLE V. NOMINATIONS AND ELECTIONS

Section 1 - Nominating Committee: There shall be a nominating committee which shall be chaired by the Immediate Past President, or in his/her absence, another board member as appointed by the President. The committee shall solicit recommendations from the membership for the office of director. Nominees shall be active professional members and express a willingness to serve, if elected.

Members will be notified 60 days before the annual meeting of the slate of nominees. Professional members may submit other nominations not less than 30 days prior to the meeting.

ARTICLE VI. COMMITTEES

Section 1 - Other Committees: Other committees shall be appointed by the President as it becomes necessary for the furtherance of the business and purposes of the Association.

ARTICLE VII. MEETINGS AND VOTING

Section 1 - Annual Meeting: The annual meeting of the Association shall be held prior to May 1 of each year. The Board of Directors shall determine the time and place of such meeting, and shall notify the membership not less than thirty (30) days prior to the date thereof.

Section 2 - Special Meetings: Meetings may be held at the call of the President or of a majority of the Board of Directors. Notice of any such meeting shall be given to all the members of the Association not less than ten (10) and no more than sixty (60) days prior to the date thereof. The Notice shall set forth the date, time, place, and agenda for such meeting. At such special meeting no business shall be transacted except as specified in the notice to the members.

Section 3 - Voting: a) At the annual meeting or any meeting of this Association, only Professional Members shall have the right to vote. b) The nominating committee has the duty of providing a slate of candidates to be voted upon for board positions at the annual meeting. If additional nominations have been received by the Board of Directors at least 30 days prior to the annual meeting, voting will be done by ballot of the nominating committee's nominee and those nominated by Professional Members.

Section 4 - Quorum of Professional Members: At the annual meeting or any meeting of this Association, a majority of Professional Members present constitute a quorum. The action of a majority of the Professional Members at a meeting at which a quorum is present shall constitute the action of the Professional Members.

ARTICLE VIII. DUES, CHARGES, AND EXPENSES

Section 1 - Annual Dues:

1. The annual dues for the Association shall be determined by the Board of Directors.
2. The annual dues are due and payable on January 31st of each year.
3. On March 1 those members with dues in arrears will be dropped from the membership.
4. Dues accepted with a first-time application for membership after October 1 shall be deemed as payment of dues for the balance of the current year and the succeeding year.

Section 2 - Expenses:

1. The President and Vice-President, or another board member acting in their stead, shall be entitled to expenses for registration fees, round-trip airfare or mileage at the current federal allowance, lodging, and per diem for attendance at the annual National Committee of State Associations meeting.
2. The President and Vice-President, or another board member acting in their stead, shall be entitled to expenses for registration fees, round-trip airfare or mileage at the current federal allowance, lodging, and per diem for attendance at the annual Leadership Conference.
3. The President and Vice-President, or another board member acting in their stead, shall be entitled to expenses for registration fees, round-trip airfare or mileage at the current federal allowance, lodging, and per diem for attendance at the annual Boot Camp.

ARTICLE IX. PARLIAMENTARY AUTHORITY

Except as otherwise provided by Bylaws, all meetings of the Association members and the Board of Directors shall be conducted according to Robert's Rules of Order.

ARTICLE X. INDEMNIFICATION

The Association shall indemnify and hold harmless, to the maximum extent permitted by Utah law, each Director while acting within the scope of their official duties.

ARTICLE XI. AMENDMENT of BYLAWS

These Bylaws may be amended by a majority of the Professional Members at the annual meeting or at a special meeting called for the purpose of amending the Bylaws.

1. The Board of Directors shall give notice of all proposed amendments to the general membership not less than thirty (30) days preceding the date of such meeting.
2. Any amendment shall take effect immediately upon its adoption by a majority of those members voting.

Adopted October 15, 1994
Revised April 27, 1996
Revised October 24, 1998
Revised April 16, 2005