BYLAWS OF THE UTAH COURT REPORTERS ASSOCIATION

(Proposed 5/10/2016)

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 and professional education
  6. Legislation
  7. Advancement of the court reporting/Cart-Captioning professions

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 the 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 or those engaged full time or part time as a CART-Captioner shall be eligible to apply for Professional Membership of the Association.

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,
  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 practicing 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 or online 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 for failure to pay dues, and/or 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 two directors to be elected at the annual meeting of the Association by a majority of votes of those members present.

The officers of the Association shall be President, Vice President, Secretary, Treasurer, and Immediate Past President.  They shall be duly elected members of the Board of Directors and shall be appointed by the Board of Directors.  The Vice President shall become the President at the end of the current President’s term.

Section 3 – Duties of Officers:  The duties of the 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.  All Board of Director and Officer terms begin on May 1.  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.  The term of office of a retiring President or Vice President may be extended to meet the requirements of their officerships, at which time an additional Board Member may or may not be elected to the Board of Directors, at the discretion of the Board of Directors.

Section 5 – Compensation:  Directors shall serve without compensation, except that Directors will be compensated for actual and necessary expenses incurred 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, but may attend and vote electronically.

Section 7 – Quorum and voting:  A Quorum is constituted of three officers and/or board members at any regularly scheduled or special meeting that has been announced to all board members, for the purpose of transacting and conducting business.

Section 8 – Duties:  It shall be the duty of the Board of Directors to formulate policy as it determines is in the best interests of Utah Court Reporters and in harmony with the 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, and is eligible for election to two full consecutive terms.

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.  Committee members shall be appointed as needed by the chair.  The committee shall solicit recommendations from the membership for the office of directors.  Nominees shall be active professional members and express a willingness to serve if elected.

Nominees will be posted in notices in announcements for the Annual Meeting, if feasible, or, if not, announced at the Business Meeting.  Nominations may also be taken from the floor.

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 ofDirectors.  Notice of any such meeting shall be given to all the members of the Association not less than ten (10) days 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:

  1. At the Annual Meeting, or any meeting of the Association, only Professional Members and Retired Associate Members shall have the right to vote.
  2. The Nominating Committee has the duty of providing a slate of candidates to voted upon for Board positions at the annual meeting by ballot.

Section 4 – Quorum of Voting Members:  At the Annual Meeting or any meeting of this Association held with the proper notifications, the number of Professional Members present will constitute a Quorum for the purpose of transacting business.

ARTICLE VIII. DUES AND CHARGES

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. All other dues received after October 1 shall constitute payment for the current year only.

ARTICLE IX. PARLIAMENTARY AUTHORITY

Except as otherwise provided by the Bylaws, all meetings of the Association members 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 the Board of Directors, and will take effect immediately upon adoption, subject to ratification of the membership at the next Annual Meeting.  Any amendments subject to ratification must be published in the meeting notices that are sent to all members.