The name of this organization shall be Arizona Court Reporters Association.
The purposes of this Association shall be:
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 following membership categories.
The membership shall consist of seven categories:
a. Arizona Certified Reporters
Any verbatim stenographic reporter holding a current Arizona certification.
b. Federal Court Reporters
Any verbatim stenographic reporter currently employed in Federal Courts in Arizona.
c. Certified Realtime Captioners
Those persons primarily engaged in captioning and/or providing CART services by stenographic machine.
Colleagues shall include reporters residing in Arizona but not holding Arizona certification, reporters licensed or residing in states other than Arizona, retired or inactive reporters, and those persons involved in court reporting education, including but not limited to administrators, instructors and court reporting education support personnel.
Any student of a verbatim reporting and/or captioning program of instruction is eligible for student membership, provided that their enrollment in such program is verified by an instructor or director of that program, or any graduate of such program not working as a court reporter pending certification.
f. Honorary Members
Upon nomination and subject to the approval of the Board of Directors, any member in good standing of this Association upon retiring from the active practice of verbatim reporting/captioning/providing CART services may become an honorary member of the Association. Such honorary member shall be entitled to membership without further payment of annual dues.
g. Related Professions
Those persons engaged in related professions including but not limited to legal video specialists, scopists, reporting agency owners/managers, and others as approved by the Board of Directors.
a. All categories of membership shall enjoy the privileges of membership in the Association except where certain privileges are restricted to a specific member category as defined in these Bylaws.
b. All members may attend meetings of the Association and participate in any proceedings at such meetings.
c. Member categories eligible to vote and/or make or second motions at such meetings include:
1. Arizona Certified Reporters
2. Federal Court Reporters
3. Certified Realtime Captioners
4. Honorary Members
d. Member categories eligible to hold an elective office of the Association include:
1. Arizona Certified Reporters
2. Federal Court Reporters
3. Certified Realtime Captioners
Membership Application Procedures
Any person desiring to become a member of this Association shall make written application on the form provided by the Association and shall provide all necessary information to qualify for a category of membership. Reasons for denial of a membership application may include, but are not limited to, known violations of the bylaws and the Code of Professional Ethics of the Association.
Directory of Members
The Association shall maintain and make available an electronic membership directory.
If any member or members shall feel aggrieved by any action or decision of the Board of Directors, such action or decision of the Board of Directors may be appealed to the voting members at the annual business meeting by filing with the Executive Director, at least thirty (30) days prior to such meeting, a written statement of such complaint signed by at least ten members. The complaint shall set forth the action or decision of the Board of Directors complained of and a brief statement of the reasons for the complaint, together with a motion of the action or decision requested by such member(s). Such complaint, statement, and motion shall be read by the Executive Director at the annual business meeting. If such motion is passed by a two-thirds vote of the voting members present and voting at a meeting at which a quorum is present, it shall be binding upon the Board of Directors to act accordingly.
a. The Nomination Committee shall submit its list of candidates to the Board of Directors at least sixty (60) days prior to the date of the Annual Meeting. The Board shall disclose the slate of nominees to the members at least thirty (30) days prior to the Annual Meeting. Candidates must be members in good standing of a membership category eligible for election, be fully conversant with the duties and responsibilities of the office, and have indicated a willingness to serve.
b. Any other nominations for candidates eligible for election must be submitted in writing to the Nomination Committee Chair by a member in good standing at least 72 hours prior to the Annual Meeting and shall include the qualifications and written consent of the nominee.
a. Members eligible to vote and present at the Annual Meeting shall elect the Officers and Directors of the Association.
b. The President-Elect shall automatically succeed to the office of President at the completion of the President’s term of office, with the exception of circumstances as described in Section 5.
c. Upon completion of their term, the President shall serve the succeeding year on the Board of Directors in the office of Past President.
Officers are elected for a term of one year and shall serve until a successor is elected.
Directors are elected for a term of two years. The four directors are designated in two units, each unit consisting of one official reporter and one freelance reporter or captioner. One unit shall be elected each year.
a. If for any reason there is a vacancy in the office of President, the President-Elect shall succeed to the office immediately and shall have all the powers and perform all the duties of the office and serve until the next Annual Meeting at which time a President shall be elected.
b. If for any reason there is a vacancy in the office of President-Elect, the Vice President shall succeed to the office immediately and shall have all the powers and perform all the duties of the President-Elect and serve until the next Annual Meeting at which time a President shall be elected.
c. Should there be a vacancy in any other office or directorship before the completion of the term, the vacancy shall be filled by appointment by the Board of Directors.
a. The President shall preside at all meetings of the Board of Directors and at all meetings of the members of the Association.b. The President shall be chairman of the Board of Directors of the Association and shall be an ex-officio member of all committees of the Association. The President shall appoint committees as described in Article VIII no later than thirty (30) days following assumption of the office. At the Annual Meeting the President will inform the membership of the state of the Association and make recommendations for the welfare of the Association. The President shall also perform such other duties as may be prescribed from time to time by the Board of Directors.
The President-Elect shall perform such duties as from time to time may be assigned by the President or the Board of Directors.
The Vice President shall perform such duties as from time to time may be assigned by the President or the Board of Directors.
The Secretary or the Secretary’s designee shall keep a record of the proceedings and action taken at such meetings. The Secretary shall also perform such duties as from time to time may be assigned by the President or the Board of Directors.
The Treasurer shall: provide to the Board of Directors at each meeting a report of all receipts and disbursements of the Association; provide to the membership at the Annual Meeting an annual report of total receipts and disbursements of the Association; perform all duties incident to the office of Treasurer pursuant to these Bylaws and the Policies and Procedures Manual of the Association; and perform other duties as from time to time may be assigned by the President or the Board of Directors.
The Board of Directors of the Association shall be composed of the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President and four Directors, that being two official reporters and two freelance reporters or captioners.
The Board of Directors shall have full power to act upon all matters of business requiring attention during the intervals between meetings of the membership, including the approval or rejection of any application of membership.
The Board of Directors shall meet upon call by the President or upon call by any three other board members.
Any member of the Board of Directors may be removed by a majority vote of the Board whenever in its judgment this would serve in the best interest of the Association.
Between meetings of the Board, the President may request action by the Board via written consent. Written consent by a majority of the voting members of the Board of Directors shall constitute a valid action and shall be reported at the next meeting of the Board.
The Board of Directors shall adopt a budget for each fiscal year.
The Board of Directors shall adopt Policies and Procedures appropriate to the purposes of the Association including, but not limited to, certain committee rules and procedures, financial and legal matters, and conflict of interest.
The President shall appoint the Editor of ArizoNotes, the official journal of the Association. The Editor shall be an ex officio, non-voting member of the Board of Directors and of all standing committees of the Association.
If a Board member has a complaint pending against them at the Supreme Court Certified Reporter Board that has become a matter of public record, such Board member has a duty to disclose the existence of such complaint to the Board.
The annual dues as set by the Board of Directors for each category of membership shall be due and payable January 1 of each year.
The membership of any person whose dues are sixty (60) days past due shall lapse 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 the membership year by fulfilling the current requirements for membership and payment of the full dues for the current year.
The Board of Directors may grant an extension of time for payment of dues in arrears or may in its discretion waive all or part of payment of dues in arrears for an individual.
The Board of Directors may approve a prorated schedule of dues as of a calendar date designated by the Board.
Standing committees are permanent committees charged with performing necessary functions of the Association in a particular area. The standing committees of the Association and their duties are as follows:
a) The Membership Committee shall establish a program to encourage new members to join the Association and create an atmosphere of welcome for both members and guests at the general membership meetings.
b) The Nomination Committee shall seek out members who are qualified and willing to serve the Association as officers and/or directors and prepare a slate of candidates following the detailed procedures in the Policies and Procedures Manual of the Association.
c) The Legislation Committee shall maintain a watch on the activities of the Arizona State Legislature as they relate to the court reporting profession and bring such activities to the attention of Board of Directors.
d) The Court Reporters Board Committee shall maintain a watch on the activities of the Arizona State Court Reporters Board as they impact the court reporting profession and bring such activities to the attention of Board of Directors.
e) The Superior Court Committee shall keep the Board of Directors and the Association apprised of matters that affect the court reporting professionals in the courts in Arizona.
f) The Bench and Bar Committee shall develop a program to communicate effectively the value of certified reporters and other matters of interest to our Association to members of the several Arizona bar associations and the Arizona judiciary.
g) The CART Committee shall develop a program to support the use of certified realtime captioners where appropriate throughout the state of Arizona.
h) The Ethics Committee shall develop a program to publicize to certified reporters, registered reporting firms, and attorneys the codified rules regarding contracting, payment for services, and other issues that fall under the rubric of ethics of the profession.
i) The Student Liaison(s) shall serve as vehicle of communication between the Association, its Board of Directors, and all court reporting students in Arizona.
j) The Mentoring Committee shall develop a program to seek out active certified reporters to mentor court reporting students who desire such a connection.
k) The Convention/Seminar Committee shall develop a program of speakers and educational events for the Annual Convention and the Midyear Seminar following the guidelines in the Policies and Procedure Manual of the Association.
l) The Fundraising Committee shall develop an annual fundraising program that includes one or more major fundraisers as well as less formal fundraising activities in conjunction with the Annual Convention and Midyear Seminar.
m) The Website Committee shall oversee the content of the Association’s website to keep all information current and useful for the membership and those who may visit the site.
n) The Distinguished Service Award Committee shall encourage and recognize work amounting to distinguished service by individual members of the Association for the benefit of the reporting profession. Detailed procedures for this committee are found in the Policies and Procedures Manual of the Association.
o) The Political Action Committee shall be comprised of the current Board of Directors acting as a Committee of the Whole, shall receive and expend funds designated for that purpose to support or defend candidates for public office that support the goals of the Association.
All standing committee chairs shall submit reports at meetings of the Board of Directors unless otherwise specified in the Policies and Procedures of the Association.
Chairs who are not members of the Board of Directors should attend meetings of the Board, but if not in attendance may submit their reports verbally or in writing to the President prior to any such meeting.
Ad hoc committees may be created by the President or the Board of Directors to perform a specific function for a limited period of time.
The Annual Meeting of the Association shall be held at such time and place as designated by the Board of Directors upon written notice sent to the membership no less than 30 days prior to the date of the meeting.
A Midyear Meeting of the Association may be held at such time and place as may be designated by the Board of Directors upon written notice sent to the membership no less than 30 days prior to the date of the meeting.
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 5 percent of the current Voting Members specifying the purpose of such meeting. At such special meeting no business shall be transacted except as specified in a notice to Voting Members. Written notice of such meeting shall be given to all Voting Members not less than 15 days prior to the date of the meeting.
At any Association business meeting or special meeting 15 percent of the voting membership in good standing of the Association shall constitute a quorum for the transaction of business.
The President shall call at least one meeting of the Board of Directors annually and may call such other meetings of the Board as the President or a majority of the Board deem proper or necessary. Six members of the Board of Directors shall constitute a quorum.
The President shall appoint a Parliamentarian who shall be present at all meetings of the Association and who shall advise the officers, board members, and general membership on proper parliamentary procedure and the requirements of the Articles of Incorporation, these Bylaws, and the Policies and Procedure Manual of the Association and recommend additions or amendments to the Bylaws. The Executive Director of the Association may serve in this position.
Robert’s Rules of Order will prevail on all matters not specifically covered by these bylaws.
Any bylaw may be amended or repealed by a two-thirds vote of members present and eligible to vote at any Association Annual or Midyear meeting, provided that notice of such amendment or repeal, with the text thereof, shall have been filed with the Secretary of the Board of Directors and a copy thereof given to members no less than 30 days before the date of such meeting; or at any Special Meeting called for the purpose of amendment or repeal of a bylaw, provided that notice of such amendment or repeal, with the text thereof, shall have been filed with the Secretary of the Board of Directors and a copy given to members no less than 15 days before the date of such meeting.
The Association shall indemnify and hold harmless, to the maximum extent permitted by Arizona law, each Officer and Director while acting within the scope of their official duties.
Notwithstanding any other provisions of these bylaws, no officer, director, member, or representative of the Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(1)(c)(6) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may be amended.
Interpretation of Bylaws
The Board of Directors shall be the final authority on the interpretation of these bylaws.
Setting of Rates
Nothing in any article of these 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, councils, 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.
Previous Bylaws Superseded
All provisions of the previous bylaws of the Association are hereby replaced by the provisions hereof.
Conflict of Interest
The Board of Directors shall adopt a conflict of interest policy applicable to all Board members.
The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.
In the context of this document, any reference to verbatim reporting, court reporter, or reporter refers to that reporting technology by stenographic machine.
Adopted on September 10, 2016