ACRA Constitution and Bylaws (As Amended July 29, 2005)

ALABAMA COURT REPORTERS ASSOCIATION

Constitution and Bylaws

Article I – Name

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

Article II – Purposes

The purposes of this Association shall be:

1. To assume responsibility for leadership and enlightenment of verbatim shorthand reporters and of the public regarding the special competency, importance, and value of verbatim shorthand reporters and to promote verbatim shorthand reporting technologies over alternative reporting methods.

2. To promote a broader understanding and acceptance of the verbatim shorthand reporter as an integral part of the judicial process.

3. To apply the knowledge and experience of verbatim shorthand reporters 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 be served and to promote a broader understanding within the profession of the responsibility of a verbatim shorthand reporter to actively participate in the achievement of this objective.

4. To encourage, establish, and maintain high standards of professional education, competence, and performance of verbatim shorthand reporters.

5. To conduct and promote lawful and proper technical and business research to enhance the services of verbatim shorthand reporters.

6. To promote lawful and proper professional ethics, as well as compliance with all applicable laws, including the antitrust laws, for verbatim shorthand reporters.

7. To stimulate and encourage the establishment and maintenance of appropriate training and educational facilities and programs for persons interested in the profession of verbatim shorthand reporting and to promote verbatim shorthand reporting as a successful career.

8. To cooperate with federal, state, and local governments, their agencies, and other organized groups for the benefit of the public and the verbatim shorthand reporting profession.

9. To conduct educational seminars and conferences relating to verbatim shorthand reporting.

10. 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 shorthand reporting profession.

11. To advance the interests and general welfare of the verbatim shorthand reporting profession.

12. To promote and encourage development of realtime reporting skills and ethics to provide communication access pursuant to the Americans with Disabilities Act.

13. To do any and all things that are lawful and appropriate in the furtherance of these purposes.

Article III – Membership

Section 1 – Definition

Membership in the Association 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 six (6) classes.

a) General Members

b) Certified Members

c) Student Members

d) Honorary Members

e) Associate Members

f) Retired Lifetime Members

Section 3 – General Members

a) Any person who is a bona fide resident of the state of Alabama and who is skilled and primarily engaged in the verbatim reporting of proceedings by the use of shorthand symbols, manually or by stenographic machine, as an official court or legislative reporter, freelance reporter, or captioner shall be eligible to become a General Member.

b) Any full-time director and/or teacher of an NCRA-approved school or college who has had a minimum of three (3) years of experience engaged in the active practice of shorthand reporting shall be eligible to become a General Member.

c) All General Member applicants shall be required to be endorsed in writing by a voting member as defined herein.

Section 4 – Certified Members

a) Any ACRA CSR in good standing on July 1, 1995, shall be a Certified Member.

b) Any General Member who passes the ACRA Voluntary CSR examination shall be eligible to become a Certified Member upon application to the CSR Committee chairperson.

Section 5 – Student Members

a) Any student of verbatim shorthand reporting who is certified by a verbatim shorthand reporter training program instructor or director shall be eligible to become a Student Member. A Student Member shall be eligible to renew such membership four (4) times.

b) Student Members shall not vote or hold elective office.

Section 6 – Honorary Members

a) Any person who has attained high rank in the reporting profession as a practitioner in the art of verbatim shorthand reporting, as an author of shorthand literature, or as a benefactor of the profession, but not in the active practice of verbatim shorthand reporting, upon recommendation of the Board of Directors, may be elected an Honorary Member, provided two-thirds (2/3) of the members present and voting at an Annual Business Meeting shall vote and confirm such recommendation.

b) Honorary Members shall not vote or hold elective office.

c) Honorary Members shall not pay dues.

Section 7 – Associate Members

a) Any teacher of verbatim shorthand reporting or anyone connected in an official capacity with a school or college conducting a verbatim shorthand reporting course shall be eligible to become an Associate Member. Such persons need not meet the requirements for skill in the art of verbatim reporting of proceedings by the use of shorthand symbols.

b) Any person interested in the preservation, support, and advancement of the field of verbatim shorthand reporting and who supports the purposes of the Association who is not otherwise eligible for membership, upon application to the Vice President and approval of the Board of Directors, shall be eligible to become an Associate Member.

c) Any person who qualifies to be a General Member, excepting the residency requirements, shall be eligible to become an Associate Member.

d) Associate Members shall not vote or hold elective office.

Section 8 – Retired Lifetime Members

a) Any General or Certified Member of this Association in good standing who has paid General Member dues for a period of twenty (20) consecutive years and who is no longer actively engaged in the practice of verbatim shorthand reporting shall be eligible to become a Retired Lifetime Member with all the rights and privileges of General and Certified Members.

b) Retired Lifetime Members shall not pay annual dues.

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) Only General, Certified, and Retired Lifetime Members shall be eligible to vote.

c) Only Certified Members shall be eligible to hold elective office.

Section 10 – 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) All applications for membership shall be made to the Vice President of the Association and shall be approved by the Board of Directors.

Section 11 – Suspension for Nonpayment of Dues

The membership of any person whose dues are thirty (30) days past due shall be suspended and all privileges of membership shall be terminated. Any member suspended for nonpayment of dues may be reinstated at any time prior to the close of that membership year upon full payment of the current year’s dues.

Section 12 – Termination of Membership

The membership of any person who is under suspension for nonpayment of dues at the close of a membership year shall be terminated automatically.

Article IV – Dues

a) The annual dues for General, Certified, and Associate membership in the Association shall be $100 effective July 1, 2005. The annual dues for Student membership in the Association shall be $15. Such annual dues shall become due and payable to the Treasurer on the 1^st day of July of each year.

b) The Board of Directors may, at their discretion, raise the annual dues for Association membership no more than $25 during any three (3) year period.

Article V – Officers, Board of Directors, and Duties

Section 1 – Composition

a) The Officers of this Association shall consist of a President, President-elect, Vice President, Secretary, and Treasurer, who shall be elected by the members at an Annual Business Meeting and whose term shall begin at the close of the Annual Convention at which they were elected and whose duties shall be set forth herein.

b) Officers of this Association shall be current ACRA members and current NCRA members.

c) No member may be elected to the office of President, President-elect, or Vice President unless that member has previously served as an Officer of the Association.

d) The Board of Directors of the Association shall consist of the President, President-elect, Vice President, Secretary, Treasurer, the Immediate Past President, four (4) Directors, and a Parliamentarian.

e) The four (4) members elected as Directors shall serve for a term of two (2) years or until their successors have been elected. The term of the Directors shall begin at the close of the Annual Convention at which they were elected and whose duties shall be set forth herein.

f) There shall be four (4) Directors, one (1) from each district of the state. The four (4) Directors shall be divided into two (2) classes of two (2) Directors each, determined by the expiration of their terms of office, one (1) class of Directors to be elected each year, with Districts 1 and 3 to be elected in even years and Districts 2 and 4 to be elected in odd years.

g) The member elected as Parliamentarian shall serve for a term of three (3) years or until their successors have been elected. The term of the Parliamentarian shall begin at the close of the Annual Convention at which they were elected and whose duties shall be set forth herein.

Section 2 – Compliance Statement by Officers and Directors

Every 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 and shall sign a written statement in which such Board member undertakes to promote full compliance by the Association and all its members with such laws.

Section 3 – Duties

a) President. The President shall preside at all meetings of the Association and perform all duties incident to the office of President. The President shall make all appointments to committees, except the Nominating Committee as provided under other sections of this Constitution and Bylaws; fill the vacancies occurring in any committee for the remainder of the time for which such committee member(s) may have been appointed or elected; and promote the objectives of the Association. The President shall render a report of his acts and functions during the preceding year at the next Annual Business Meeting.

b) President-elect. The President-elect shall 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, when thus acting, shall have the powers of and be subject to all restrictions placed upon the President. The President-elect shall automatically become the President of the Association at the time of the election at the next succeeding Annual Convention, and his duties shall begin at the close of that Annual Convention. The President-elect shall be in charge of convention arrangements and shall appoint the Nominating Committee. The President-elect shall perform such other duties as from time to time shall be assigned by the President or the Board of Directors.

c) Vice President. The Vice President shall perform the duties of the President or the President-elect in the President’s or President-elect’s absence or in the event of the President’s or President-elect’s inability or unwillingness to act. The Vice President, when thus acting, shall have the powers of and be subject to all restrictions placed upon the President or President-elect. The Vice President shall be chairperson of the Committee on Membership. The Vice President shall perform such other duties as from time to time shall be assigned by the President or the Board of Directors.

d) Secretary. The Secretary shall keep minutes of the meetings of the Association, shall compile a list of the members in attendance at the Annual Business Meeting, shall provide a list of the officers elected for the ensuing year, shall keep a perpetual register of all elective officers of the Association, and shall see that all notices are duly given in accordance with the provisions of this Constitution and Bylaws. The secretary shall perform such other duties as from time to time shall be assigned by the President or the Board of Directors.

e) Treasurer. The Treasurer shall receive all monies from any source paid into the Association and pay all bills allowed and approved in such manner as the Board of Directors shall determine. The Treasurer shall, at each Annual Business Meeting, submit a report of the finances of the Association to the Committee on Auditing for inspection and audit as herein provided. The Treasurer shall perform such other duties as from time to time shall be assigned by the President or the Board of Directors.

f) Director. A Director shall represent all ACRA members of his district, shall familiarize himself with the needs and concerns of the district members, shall invite suggestions and/or complaints which district members may have, and shall

promote membership within the Association. Directors shall attend all scheduled Board meetings unless prior notice is given to the President or Secretary. A Director shall perform

such other duties as from time to time shall be assigned by the President or the Board of Directors.

g) Parliamentarian. The Parliamentarian shall represent all ACRA members, shall be familiar with the Constitution and Bylaws of the Association, and shall be skilled in parliamentary procedures, rules, practices, and debate. The Parliamentarian shall attend all scheduled Board meetings, each Annual Business Meeting, and all Special Business Meetings of the Association. The Parliamentarian shall ensure that the rules contained in Robert’s Rules of Order Revised shall govern meetings of this Association in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws.

Section 4 – Removal

Any Officer or Director of the Association may be removed by a three-fourths (3/4) vote of the Board of Directors at any called meeting whenever, in its judgment, the best interests of the Association would be served thereby.

Section 5 – 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 at the Annual Business Meeting.

c) If there is a vacancy for any reason in any office which cannot be filled by these provisions by succession to office, the President shall appoint from its own membership an Officer or Director pro tempore to perform the duties of the vacated office until the office is filled by the voting members at the Annual Business Meeting.

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 6 – Powers

The Board of Directors shall have full power to act upon all matters of business requiring attention during the intervals between Annual Business Meetings, including the approval or rejection of any application for membership. It shall fix the place and time of the Annual Business Meeting and any other meetings of the general membership, and notice shall be given to all members of the Association at least ten (10) days prior to such meeting.

Section 7 – Meetings of the Board of Directors

The Board of Directors shall hold at least four (4) meetings annually. Additional meetings of the Board of Directors may be called by the President or any two (2) members thereof

The time and place of all meetings shall be approved by the Board of Directors.

Section 8 – Quorum and Voting

a) A quorum shall consist of one-half (1/2) of the full voting membership of the Board of Directors.

b) Unless otherwise specifically provided by the 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, and such participation shall constitute personal presence at such meeting.

Article VI – Committees

Section 1 – Standing Committees

The following standing committees shall be appointed by the President to serve the Association during the term of office or as may be hereinafter provided, with the exception of the Nominating Committee, which is appointed by the President-elect:

a) Committee on Auditing. This committee shall be composed of two (2) members of the Association, neither of whom shall be an officer thereof. It shall be the duties of this committee to audit all the accounts of the Association for the preceding year and to report upon the same at the Annual Business Meeting.

b) Committee on Membership. This committee shall be composed of three (3) members of the Association; the Vice President shall serve as chairperson. It shall be the duty of this committee to solicit eligible new members of the Association. They are to receive applications, investigate applicants, and submit applications and recommendations to the Board of Directors. It shall be the duty of this committee to implement and administer membership drives annually or as directed by the Board of Directors. It shall be the duty of this committee to publish ACRA’s Annual Roster no later than September 30 of each year, including the solicitation of advertising and securing of printing services for the Roster.

c) Committee on Membership Retention. This committee shall be composed of three (3) members of the Association. The chairperson of this committee shall agree to remain in position for not less than three (3) years and shall be appointed by the current president of the Association every three (3) years. It shall be the duty of this committee to maintain ACRA membership records, to send dues renewal notices, to contact members who may be in jeopardy of losing membership for nonpayment of dues, to maintain an accurate count of ACRA membership.

d) Committee on Nominations. This committee shall be composed of three (3) members of the Association, none of whom shall be an officer thereof. It shall be the duty of this committee to nominate Officers and Directors of the Board of Directors for the following year. The chairperson of the Nominating Committee shall forward to the editor of the ACRA newsletter the prospective slate of nominees and an accompanying biographical sketch for publication in the newsletter at least thirty (30) days prior to the Annual Business Meeting. The Nominating Committee and nominees shall be present at the entire Annual Convention of the

Association. This committee shall follow the guidelines mandated in the Guidelines for Committees on Nominations, Distinguished Service Award, and Scholarship.

e) Committee on Constitution and Bylaws. This committee shall be composed of three (3) members of the Association, one (1) of whom shall be a Past President of the Association. It shall be the duty of this committee to conduct a continuing review of the Constitution and Bylaws of the Association and to propose such amendments as, in their judgment, are deemed necessary to coordinate and simplify the Constitution and Bylaws and to eliminate conflicting and/or ambiguous provisions thereof.

f) Committee on Legislation. This committee shall be composed of not less than three (3) members of the Association. It shall be the duty of this committee to see that members are informed of matters involving legislation affecting reporters which are under consideration by the Alabama Legislature and to directly assist in the passage of legislation when requested by and with the approval of the Board of Directors. No legislation shall be pursued by this committee without prior approval of the Board of Directors.

g) Committee on Publications. It shall be the duty of this committee to publish the ACRA newsletter at least quarterly. The chairperson of this committee shall serve as the editor of the newsletter.

h) Committee on Public Relations. It shall be the duty of this committee to act as liaison between the Association and other legal professional associations as directed by the Board of Directors.

i) Committee on Certified Shorthand Reporters. It shall be the duty of this committee to pursue the best method to obtain and implement certification of verbatim shorthand reporters in the state of Alabama.

j) Committee on Ways and Means. It shall be the duty of this committee to investigate and evaluate methods of fundraising and, upon approval of the Board of Directors, implement fundraising projects.

k) Committee on Pro Bono. It shall be the duty of this committee to offer free services of a limited nature to parties engaged in bona fide pro bono efforts and to coordinate same within the state.

l) Committee on Distinguished Service Award. This committee shall be composed of the President as chairperson, the Immediate Past President, and the immediate past recipient of this award. It shall be the duty of this committee to recommend to the Board of Directors a recipient for the ACRA Distinguished Service Award. This committee shall follow the guidelines mandated in the Guidelines for Committees on Nominations, Distinguished Service Award, and Scholarship.

m) Committee on Scholarship. This committee shall be composed of three (3) members of the Association, with no more than one (1) graduate from any one (1) school. No faculty member from any school shall serve on this committee. It shall be the duty of this committee to choose a recipient for the ACRA Scholarship Award. This committee shall follow the guidelines mandated in the Guidelines for Committees on Nominations, Distinguished Service Award, and Scholarship.

n) Committee on Convention Planning. This committee shall be composed of not less than three (3) members of the Association, at least one (1) of whom shall be a Past President of the Association. The chairperson of this committee shall

agree to remain in position for not less than three (3) years and shall be appointed by the current President of the Association every three (3) years. It shall be the duty of this committee to investigate and recommend convention sites to the Board of Directors and, after receiving Board approval, contract for convention sites on behalf of ACRA in order to facilitate arrangements for the Association’s Annual Convention.

o) Committee on ACRA Historic Preservation. This Committee shall be composed of not less than two (2) members of the Association, one of whom shall be a Past President of the Association. The chairperson of this committee shall agree to remain in position for not less than three (3) years and shall be appointed by the current President of the Association every three (3) years. It shall be the duty of this committee to maintain, preserve, protect, and keep safe the documentary history of the Association.

Section 2 – Special Committees

Special Committees may be appointed by the President with the approval of the Board of Directors.

Article VII – Election Procedures

a) The voting members shall elect the Board of Directors at the Annual Business Meeting.

b) If there shall be two (2) candidates for office, the person receiving a majority of votes cast at an Annual Business Meeting at which a quorum is present shall be elected for such office. In the event there are three (3) or more candidates for an office and if a majority vote of the voting members is not received by any candidate for such office, there shall be a runoff election during the Annual Convention between the two (2) candidates receiving the most votes.

Article VIII -- Association Meetings

Section 1 – Annual Business Meeting

a) The Annual Business Meeting of the Association shall be held at a time to coincide with the Circuit Judges Annual Conference or as otherwise directed by the Board of Directors.

b) Written notice of Annual Business Meetings of the Association shall be given to all voting members not less than ten (10) days prior to the date thereof.

Section 2 – Special Business Meetings

a) 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 membership, as determined at the time of the last Annual Business Meeting, specifying the purpose of such meeting. No business shall be transacted at such special meeting except as specified in a notice to voting members.

b) Written notice of such meeting shall be given to all voting members not less than ten (10) days prior to the date thereof.

Section 3 – Quorum and Voting

A majority of the membership present shall constitute a quorum for the transaction of business at any meeting of the Association.

Article IX – Parliamentary Authority

The Rules contained in Robert’s Rules of Order Revised shall govern meetings of this Association in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws.

Article X – President’s Advisory Board

The President’s Advisory Board shall be composed of all Past Presidents of this Association. Each President, upon relinquishment of office, shall become the chairperson for the ensuing year.

Article XI – Code of Professional Ethics

a) ACRA adopts and adheres to NCRA’s existing Code of Professional Ethics.

b) Complaints for noncompliance with NCRA’s Code of Professional Ethics shall be forwarded in writing to the ACRA Board of Directors for action.

Article XII – Amendments

a) This Constitution and Bylaws may be amended at any Annual Business Meeting by a two-thirds (2/3) vote of the members present and voting unless otherwise provided herein.

b) All proposed amendments shall be submitted to the Secretary not less than thirty (30) days prior to the Annual Business Meeting at which the amendments are to be acted upon.

c) Written notice of such proposed amendments shall be given to the membership not less than ten (10) days prior to the Annual Business Meeting at which the amendments are to be acted upon.

Article XIII – Miscellaneous

Section 1 – Interpretation of Constitution and Bylaws

a) The Board of Directors shall be the final authority on the interpretation of this 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 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 – Previous Constitution and Bylaws Superseded

All provisions of the previous Constitution and Bylaws of this Association are hereby replaced by the provisions hereof.