Bylaws

ARTICLE I ~ NAME
The name of this Association shall be Missouri Court Reporters Association (hereinafter referred to as Association), affiliated with the National Court Reporters Association.
ARTICLE II ~ OBJECT
The object of the Association shall be:
To provide continuing education for court reporters on an annual basis;
To promote the professional welfare of court reporters;
To encourage high standards of proficiency and ethics among the members of the Association; and
To establish and maintain good relations with the public and the Bar.
ARTICLE III ~ MEMBERS
Section 1 — CLASSIFICATION. There shall be the following classes of members:
A. ACTIVE. Active members shall be residents of Missouri, or adjacent states, whose primary place of employment is in Missouri, skilled in the art of verbatim reporting of proceedings, who are further qualified in at least one of the following respects:
1. They are actively employed as an official court reporter in a state or federal court of record; or
2. They are actively engaged in the practice of court reporting in the freelance field; or
3. They are the holder of a current CCR certificate issued by the Board of Certified Court Reporter Examiners mandated by Missouri Supreme Court Rule 14; or
4. They are on the registry of the National Court Reporters Association as a Registered Professional Reporter; or
5. They are on the registry of the National Verbatim Reporters Association as a Certified Verbatim Reporter.
B. ASSOCIATE. A teacher of court reporting, or anyone connected in an official capacity with a school or college conducting a court reporting course, or an owner or principal of a court reporting firm not actively engaged in verbatim reporting, or a videotape technician who has passed the Certified Legal Video Specialist Examination, but need not meet the requirements for skill in the art of verbatim reporting of proceedings.
C. RETIRED. Any active member in good standing who has paid dues for a period of ten years and is no longer in active practice of court reporting shall, upon filing affirmation of retirement with the Secretary, become a retired member and shall not be required to pay annual dues.
D. STUDENT. Any student of court reporting shall be granted Membership as a Student Member, subject to the approval of The Board of Directors, upon written application endorsed by a reporter training program instructor or director, and member.
E. GENERAL.
1.
A supplier of court reporter products or services.
2.
An out-of-state court reporter who is not eligible for membership under Article III, Section 1-A.
3. An administrative staff member and other non-reporter staff member of a court reporting firm.
Section 2. MEMBERSHIP APPLICATION. The Board of Directors shall establish a membership procedure for each classification of membership.
Section 3. RIGHTS OF MEMBERSHIP.
A.
Active members shall have all the rights of membership, including voting and holding elective office.
B.
Associate Members shall have voting rights and may serve on committees in any capacity, but may not hold an elective office.
C.
Retired members shall enjoy all the privileges of membership, including the right to vote and hold an elective office.

D.

Student members shall have no voting rights nor the right to hold an elective office. They may serve on committees made up of student members.
E.
General members shall have no voting rights, nor the right to hold an elective office, nor may they serve on a committee.
Section 4. DUES. Annual dues of members shall be determined by the Board of Directors annually, to be effective January 1 for the calendar year next following adjournment of the Annual Meeting and shall remain the same until changed by the Board of Directors.
Section 5. FISCAL YEAR. The fiscal year of the Association shall be November 1 to October 31.
Section 6. TERMINATION OF MEMBERSHIP.
A.
 Membership in the Association may be terminated for good cause by the Board of Directors only after the member has been given an opportunity to be heard in reply to charges made by the Board of Directors.
B.
Members whose dues are four months in arrears shall be terminated after due notice has been given by mail at said member’s last known post office address that such action has been taken, but such notice shall not constitute a waiver of the dues then owed by such member. Any member whose dues are unpaid when due shall not be permitted to vote, hold office, or serve on any committee.
Section 7. REINSTATEMENT. A member whose membership is terminated for non-payment of dues may be reinstated by the Board of Directors at any time prior to the close of the next membership year upon payment of full dues for both years.
Section 8. HONORARY MEMBERS.
A.
Any benefactor of the profession may, by action of the Board of Directors, be elected an Honorary Member.
B.
Honorary Members who have not previously been members in good standing of the Association shall not have the right to vote or hold elective office, but may serve on committees. Honorary Members shall not be charged dues.
ARTICLE IV ~ REGIONS
The state shall be divided into regions as determined by the Board of Directors.
ARTICLE V ~ OFFICERS
Section 1. OFFICERS. The officers of the Association shall be President, President-Elect, Vice-President, Secretary and Treasurer.
Section 2. QUALIFICATIONS.
A. President – shall have served on the Board of Directors at least two years prior to the beginning of the term for which nominated.
B. President Elect – shall have served on the Board of Directors at least one year prior to the beginning of the term for which nominated.
C. Vice-President – shall have served at least one year on the Board of Directors.
D. Treasurer – shall have at least minimal education or experience in accounting or bookkeeping principles.
E. Secretary – shall be a member in good standing and willing to serve.
Section 3. NOMINATIONS AND ELECTIONS.
A. The Nominating Committee shall consist of one member of the Association from each region and the Immediate Past President, who shall serve as Chairman.
B. The Nominating Committee shall meet by April 1 of each year. They shall consider qualifications of all candidates proposed by the membership or by members of the Nominating Committee.
C. The Nominating Committee shall submit nominees for each office to be filled. The report shall be presented to the membership in writing by July 1 of each year and shall be presented again at the Annual Meeting.
D. Additional Nominations: Anyone wishing to be nominated from the floor or anyone wishing to make a nomination from the floor for an officer position must notify the president in writing of the person who will be nominated and the position they are being nominated for at least 15 days prior to the Annual Meeting. A nomination for President-Elect made from the floor at the Annual Meeting may be made only for a person then serving as an officer or member of the Board of Directors.
E. Officers shall be elected by ballot for a term of one year or until a successor is elected. If there is only one nominee for an office, the election may be by voice.
F.
Officers shall assume office at the close of the Annual Meeting at which elected, except for the Treasurer, who will serve until October 31, the end of the fiscal year.
Section 4. REGIONAL VICE-PRESIDENTS
A. In addition to the elected officers, there shall be five Regional Vice-Presidents, one from each of the five regions, who shall be elected by the members of the respective regions eligible to vote and voting at the Regional Annual Meeting.
B.
The term of office of the Regional Vice-Presidents shall be one year, or until a successor is elected, and shall begin at the close of the Annual Meeting of the Association following election.
Section 5. DUTIES OF OFFICERS. Duties of officers shall be those set forth in the parliamentary authority, the standing rules adopted and approved by the Association, and as ordered by the Board of Directors.
Section 6. VACANCIES. A vacancy occurring in any office between Annual Meetings shall be filled by the Board of Directors for the unexpired term. In the event of a vacancy in the office of President-Elect, the members shall elect a President and a President-Elect at the subsequent Annual Meeting.
Section 7. REMOVAL. An officer may be removed from the office by a two-thirds vote of the entire Board of Directors in a duly convened and constituted meeting of the Board of Directors whenever in its judgment the best interest of the Association would be served thereby.
ARTICLE VI ~ MEETINGS
Section 1. AN ANNUAL MEETING shall be held at a time and place determined by the Board of Directors at least two years in advance. Notice of each Annual Meeting shall be sent to all members not less than 30 days prior to the meeting.
Section 2. SPECIAL MEETINGS of the Association may be called by the President or any six members of the Board of Directors, or shall be called by the President upon receipt of a written request signed by 50 members eligible to vote and specifying the purpose of such meeting. Written notice of such meeting shall be given to all members not less than 30 days prior to the date thereof and shall specify what business is to be considered. Only business specified in the call of the meeting shall be transacted.
Section 3. QUORUM. The quorum for an annual or special meeting shall be 25.
Section 4. REGIONAL MEETINGS. Regional meetings shall be held at least once annually prior to August 1 upon call of the Regional Vice-President, who shall fix the time and place of the meeting. Written notice of such meetings shall be given to all members of the Region not less than ten days prior to the meetings.
Section 5. QUORUM. The quorum for a Regional Meeting shall consist of the region members eligible to vote who are present, and the vote of a majority shall govern unless otherwise provided.
Section 6. VOTING. Active, Associate and Retired members only shall have the right to vote at any meeting of the Association. Voting by proxy is prohibited.
ARTICLE VII ~ BOARD OF DIRECTORS
Section 1. COMPOSITION.
A.
The Board of Directors shall be composed of the President, President-Elect, Vice-President, Secretary, Treasurer, the Immediate Past President, and the five Regional Vice-Presidents.
Section 2. DUTIES. The Board of Directors shall:
A.
Have full power and authority over the affairs of the Association between meetings, except those matters covered by these Bylaws.
B.
Adopt special rules of order or standing rules to govern its proceedings.
C.
Establish Regions and boundaries thereof.
D.
Fill vacancies occurring in any office for the unexpired term.
E.
Employ legal counsel to advise on legal affairs of the Association.
F.
Furnish at the expense of the Association a fidelity bond or employee dishonesty bond for any person entrusted with the handling of funds and property of the Association, in an amount to be determined by the Board of Directors.
G.
Appoint a committee of three members, the chairman of which shall be a past Treasurer of the Association, who shall obtain bids and recommend to the Board the employment of a Certified Public Accountant to audit the financial records of the Association at the direction of the Board or at such time as a change in the Association’s accounting firm shall occur. Any audit performed shall be published in the forthcoming issue of Progress.
Section 3. MEETINGS. Meetings of the Board of Directors shall be called by the President at times and places designated by the President or by the written request of a majority of the members of the Board, provided that a written notice is sent to each member ten days prior to the meeting.
Section 4. QUORUM. A quorum shall consist of six members.
Section 5. VOTING. A vote by mail, telephone, or e-mail may be taken when necessary. A majority vote of the entire Board shall be required for action. Action taken by mail, telephone, or e-mail shall be verified and made a part of the minutes at the next meeting of the Board of Directors.
Section 6. INCURRING INDEBTEDNESS. No officer, member of the Board of Directors, the Board of Directors as a body, or member of the Association shall incur any indebtedness in the name of the Association or make any commitment involving the Association inconsistent with the restrictions set forth in these Bylaws.
Section 7. LIMITATION OF LIABILITY. Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, director, agent or employee of the Association shall be liable for the act or failure to act on the part of any other member, officer, director, agent, or employee of the Association, nor shall any member, officer, director, agent or employee be liable for their act or failure to act under these Bylaws, except for acts or omissions arising from their willful misfeasance.
ARTICLE VIII ~ STANDING COMMITTEES
Section 1. There shall be the following Standing Committees:
A.
ANNUAL MEETING COMMITTEE. The Annual Meeting Committee shall be composed of the following four members:
1. The Regional Vice-President of the region responsible for hosting the Annual Meeting and seminar, who shall be designated as Chairman;
2. A member of the region responsible for hosting said meeting who shall be appointed by the President.
3. The President-Elect.
4. A site coordinator advisor, who shall be the Immediate Past President of the Association.
5. DUTY. It shall be the duty of the committee to make all necessary arrangements for the Annual Meeting and present to the Board for approval.
B. BYLAWS. The Bylaws Committee shall be composed of three members, one of whom shall be a Past President, and their responsibility shall be to review the Constitution and Bylaws and make recommendations to the Board of Directors and the membership for changes therein.
C. DISTINGUISHED SERVICE AWARD.
1. COMPOSITION. The committee shall consist of five members who have been recipients of the award, who shall be appointed by the President. The Chairperson shall be the most senior recipient of the awards.
2. Each year, as a new recipient is selected, the senior award-holder will retire from the committee and the new recipient will become a member of the selection committee. In the event of a death of a member, or the inability to serve, the President shall appoint a prior recipient of the Award to serve as a committee member.
3. DUTY. The Committee shall select from nominations made by members in good standing. Nominations shall be in writing and include reasons why the nominee should receive the Award. Deadline for nominations shall be 60 days prior to the date of the Annual Meeting and shall be mailed to the chairman of the Committee. The Committee shall present an appropriate plaque to the recipient.
D. LEGISLATIVE COMMITTEE. The Legislative Committee shall consist of at least four members, who shall keep track of and support the enactment of beneficial legislation affecting the profession and oppose the enactment of laws adversely affecting the profession.
E. SPECIAL COMMITTEES. Special committees may be created as necessary by the Association or the Board of Directors.
ARTICLE IX ~ INDEMNIFICATION
Each officer, director, agent, or employee, and their personal legal representatives, shall be indemnified by the Association against all liabilities, expenses, counsel fees, and costs reasonably incurred by them or their estate in connection with or arising out of any action, suit, proceeding, or claim in which they are made a party by reason of their being, or having been, such officer, director, agent, or employee; provided, however, that no officer, director, agent, or employee shall be indemnified against or be paid for any claims, liabilities, costs, or expenses incurred in connection with any claim or liability, or threat, or prospect thereof based upon or arising out of their own willful misconduct or criminal conduct in the performance of their duties.
ARTICLE X ~ PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Association may adopt.
ARTICLE XI ~ AMENDMENTS
Section 1 — These Bylaws may be amended at any Annual Meeting:
A. By a two-thirds vote, provided the amendment:
1. Shall have been submitted by any member of the Board of Directors, any standing or special committee, or any three members eligible to vote;
2. Notice of such proposed amendment, with the text thereof, shall be filed with the Secretary and the Bylaws Committee not less than 60 days prior to the date of the Annual Meeting at which the proposed amendment is to be considered;
3. Notice has been duly given by the Secretary to all members of the Association of such proposed amendment in the official publication or by written notice not less than 30 days preceding the date of the Annual Meeting.
By a unanimous vote of those present and eligible to vote and voting, if the proposed amendments have not been filed with the Secretary and the Bylaws Committee in accordance with requirements of Article XI, Section A. 1, 2 & 3.
Section 2. Bylaw amendments adopted at an Annual Meeting shall become effective at the close of the meeting, unless otherwise specified.
ARTICLE XII ~ DISSOLUTION
In the event of dissolution of this Association for any reason, all of its assets remaining after the payment of all its obligations shall be distributed to any religious, charitable, scientific, or educational entity selected by the Board of Directors; provided, however, that in no event shall any such distribution of assets be made to any entity which does not qualify as an exempt organization under Section 501(c)(6) of the Internal Revenue Code, as amended, or other Federal statutes of similar import then in force.
ARTICLE XIII ~ MISCELLANEOUS
Section 1 — INTERPRETATION OF CONSTITUTION AND BYLAWS
A.
The Board of Directors shall interpret the Constitution and Bylaws, which interpretation shall prevail unless overruled at the next meeting of the members eligible to vote.
B.
Nothing in any article of the Constitution or Bylaws or any other provision in the Association’s procedures or practices shall be construed to require or permit the Association or any of its committees to participate or advise, in any way, formal or informal, in the setting of rates or charges except for rates established by statute or by rules or by order of court.
C.
The Registered Agent of the corporation shall be the corporation’s Accountant as appointed by the Board of Directors.
Section 2 — EXEMPT ACTIVITIES
If any provision in this Constitution or in any of the Bylaws of this Association shall be in violation of any of the requirements of Chapter 355 RSMo, as amended, or which would or could jeopardize its status as a Not for Profit Corporation, or shall be in violation of any of the restrictions of Section 501(c)(6), Internal Revenue Code, as amended, which would or could jeopardize its status as a tax exempt corporation, it shall be nullified and held for naught, but the rest of the provisions of this Constitution and Bylaws shall remain in full force and effect.
Section 3 — PREVIOUS CONSTITUTION AND BYLAWS SUPERSEDED
All provisions of any previous Constitution or Bylaws of the Missouri Court Reporters Association are hereby replaced by the provisions hereof.
~ Revised September 1996/Amended September 2005/Amended September 2006/Amended September 2009
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