ATISDA BYLAWS
ARTICLE I. NAME AND GENERAL STRUCTURE.
This Association, organized as an Association under the laws of the state of
California, shall be named Association of Translators & Interpreters in the San Diego Area (hereinafter, the "Association.")
ARTICLE II. OBJECTIVES
The Association is established by and for translators and interpreters shall have the following objectives:
2.1. To promote the recognition and advancement of translation and interpreting as professions.
2.2 To promote high standards of professional ethics and business practices for professionals in the translation and interpreting fields.
2.3 To provide an open forum in which translators and interpreters and those in allied fields can network and discuss common objectives and issues of mutual interest.
2.4 To provide information to professionals in the translation and interpreting fields to improve their business abilities and assist newcomers to the profession in establishing themselves in the marketplace.
2.5 To support certification, education, training and professional development opportunities for translators and interpreters.
2.6 To cooperate actively with the ATA and other groups who represent these professions.
2.7 ATISDA adopts in full the ATA Code of Professional Conduct and Practices.
ARTICLE III. ACTIVITIES
The Association shall strive to meet these stated objectives through the following activities:
3.1 Organizing meetings to further cooperation and information exchange among members of the community.
3.2 Publishing a newsletter.
3.3. Working actively with educational institutions, foundations, government agencies and other organizations in such matters as the training and continuing education of translators and interpreters.
3.4 Organizing events of particular interest to professionals in the fields of translation and interpreting.
3.5 Conducting any and all other activities designed to advance the Association's objectives and promote the general welfare of its members.
ARTICLE IV. MEMBERSHIP
4.1 Membership. Any person or entity with a professional or academic interest in translation and interpreting who agrees to adhere to the Bylaws of the Association is eligible to become a member of this Association.
4.2. The membership classes available are student, professional and corporate or institutional.
4.2.1 Professional. Open to any person who is a professional translator or interpreter. 4.2.2 Institutional or Corporate. Open to any non-profit organization or any firm or business with an interest in translation or interpreting. Membership shall be in the name of the institution/corporation, not in the name of an individual. Individuals associated with an institutional member may qualify separately as professional members. Each institutional/corporate member shall designate a representative in writing who shall act as its representative before the Association. The institution may change such written designation at any time.
4.2.4. Student. Open to graduate and undergraduate college/university students enrolled full-time or part-time in any translation/interpreting program.
4.3 Rights and Privileges.
Members shall be entitled but not limited to the following benefits:
4.3.1 Professional Members shall have the right to vote, hold office in the Association, and attend any meeting of the Association.
4.3.2 All Members shall receive all regular publications of the Association free of charge or at special membership rates.
4.3.3 Institutional/Corporate Members shall have all the rights and privileges of Professional Members, with the exception of the right to hold office. Student Members are not eligible to be listed in any directory of translation and interpreting services the Association may publish.
ARTICLE V - DUES
The annual dues for all classes of memberships shall be established by the ATISDA Executive Committee. Dues are payable annually in advance by December 31 of the preceding year. Membership is considered lapsed when dues are two months in arrears, and all rights and privileges are forfeited during the period of the lapse. Upon payment of the full annual dues, a lapsed membership shall be reinstated with all pertinent rights and privileges.
ARTICLE VI. OFFICERS
6.1 Officers. The officers of the Association shall be a President, a Past President,Vice-Presidents of Public Relations & Marketing and of Membership, a Secretary and a Treasurer. The President, Past President, Vice Presidents, Secretary and Treasurer constitute the Executive Committee of the Board of Directors. The President and Vice President must be individual members in good standing of the Asssociation The board may designate committees and committee chairs for permanent or temporary purposes. 6.2 Elections. Officers shall be elected. The timing of the elections shall be such that it allows the incoming officers the opportunity to observe at least one Board meeting prior to the start of their term in office,The term of office for Officers shall be two years. Officers may be re-elected and serve for a maximum of two consecutive terms, but may run for office again after a full two-year term out of office.
6.3 President. The President chairs the meetings of the Board of Directors and the Executive Committee, and shall represent the Association at regional, national and international events where possible. The President shall be an ex-officio member of all committees except the nominating committee. The President is responsible for supervising the general affairs of the Association and may delegate functions as approved by the Board of Directors. The President shall execute on behalf of the Association all documents, obligations, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or these Bylaws, or by statute to some other officer or agent of the Association. The President shall have the right with the Treasurer to sign checks and other documents that pertain to the use of the funds of the Association. The President shall be responsible for writing the annual report and disseminating it to the members of the Association through electronic correspondence, surface mail, or Association publications.
6.4 Vice Presidents. The Vice Presidents shall assist the President and perform his or her duties in the event of the President's absence, incapacity or removal. The Vice Presidents shall also be ex-officio members of all committees except the nominating committee.
6.5 Treasurer. The Treasurer shall receive and collect all monies of the Association and give official receipts, keep records of all money transactions, and deposit all funds in a bank as designated by the Board of Directors. The Treasurer shall have the right with the President to sign checks and other withdrawal documents that pertain to the use of the funds of the Association. The Treasurer shall be responsible for preparing the annual budget writing an annual financial report that will be disseminated to the members of the Association through electronic correspondence, surface mail, or Association publications.
6.6 Secretary. The Secretary shall be responsible for recording the minutes of the meetings of the Executive Committee and the Board of Directors, and any general meetings, for disseminating the minutes and keeping all records pertaining to all regular and Special meetings. Special.
ARTICLE VII. BOARD OF DIRECTORS
7.1 Board of Directors. The Board shall be formed of seven (7) members elected by the voting members of the Association and shall include the officers of the Association and two members at large.
7.2. Board Elections. Board members shall take office at the annual meeting. In case of a resignation or other unexpected vacancy, the Board shall appoint a member to serve the remainder of the departing individual's term of office. All resignations shall be submitted in writing to the Secretary of the Board. The term of office for Board members shall be two years.Board members may be re-elected and serve for a maximum of two consecutive terms, but may run for Board membership again after a full two-year term out of office.
7.3. Board Meetings. Notice of meetings of the Board shall state the time, date, and place of the meeting and shall be given at least five but no more than sixty days prior to the date of such meeting. Board meetings may be held via telephone conference call or other means whereby the parties can communicate with each other. Participation via conference call or other similar means shall constitute presence in-person for purposes of meeting quorum and voting requirements. A quorum of the Board shall consist of at least one-half plus one of the Board membership. A majority vote of the Board members at a meeting at which a quorum is present shall be required to take action. Proxy voting by directors is prohibited.
7.4. Board Authority. The Board of Directors is the highest authority of the Association and shall have the power to manage its property and govern its affairs on behalf of all of its members and in accordance with the objectives of the Association. The Board of Directors is responsible for determining policies and proposing changes to the Bylaws of the Association.
7.5. Board Duties. The Board has the following duties:
7.5.1 The Board shall review the work of the officers of the Association, and of all committee chairs.
7.5.2 The Board shall set the membership dues each year.
7.5.3 The Board shall meet at least once each year.
7.6. Removal of Board Member. Board members may be removed should they fail to attend three board meetings in a row without notification or neglect to fulfill their Board duties. Removal of a Board member from the Board of Directors for such cause shall be adopted by a simple majority vote of the remaining Board members.
7.7. Compensation. There shall be no salary or other remuneration paid to any officer of the Association for the performance of their Association duties.
ARTICLE VIII. MEMBER MEETINGS
8.1 Meetings. Notice either by electronic correspondence, surface mail, or announcement via Association publications shall be given to all members of the Association not less than five nor more than sixty days prior to the date of a meeting. Notice shall state the place, date, and hour of meetings.
8.2 Special Meetings. The Board may call special meetings not less than five nor more than sixty days prior to the date of the meeting, and the purpose or purposes for which such a meeting is called shall be published by the Board to all members of the Association.
8.3 Annual Meeting. An annual general meeting shall be held for the presentation of annual reports, and the installation of new Board members.
8.3.1 At least thirty days prior to the meeting, written notice of the annual meeting shall be sent to all members by electronic correspondence, surface mail, or any of the Association publications.
ARTICLE IX. ELECTIONS
9.1 Elections. The Board of Directors shall appoint an ad hoc Nominating Committee and a Supervisor of elections two months prior to elections.
9.2 Nominating Committee Duties. The Nominating Committee and the Supervisor of elections shall be responsible for organizing and supervising the nomination and election of the officers and members of the Board and any other elections considered under these bylaws or any other applicable rules, and shall serve at the Board of Directors' discretion. The Nominating Committee shall notify all of the Association's membership of the election and submit the proposed list of candidates for office to the Board of Directors for approval before ballots are mailed to the membership.
9.3 Voting. Elections of officers and members of the Board shall take place either at a properly noticed meeting where a quorum of members is present, or by electronic correspondence or surface mail, at the Board of Directors' discretion. Members holding at least twenty percent of the votes entitled to be cast shall constitute a quorum. When voting at a properly noticed meeting, a quorum of voting members may elect candidates and take other action upon an affirmative vote of a majority of members present in-person or by proxy. A deadline for the receipt of mail-in ballots shall be included on the ballot, and any ballots post-marked after this deadline will not be considered in the final tally of votes.
ARTICLE X. FISCAL YEAR
10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of December of each calendar year.
ARTICLE XI. COMMITTEES
11.1 Standing Committees. Members of the Standing Committees may include members of the Board of Directors or other voting members of the Association and are appointed by the Executive Committee of the Board of Directors. The Standing Committees shall be:
11.1.1 Membership . The Membership Committee shall be responsible for accepting applications for membership, for keeping updated records of members, and for overseeing the rights and responsibilities of members.
11.1.2 Public Relations. The Public Relations Committee shall be responsible for the public dissemination of the activities of the Association and the publication of the newsletter and any other Association publications.
11.1.3 Hospitality. The Hospitality Committee shall be responsible for the coordination and preparation of the events, including venue, logistics, and materials.11.1.4 Marketing. The Marketing Committee shall be responsible for the identification of needs and development of strategies to satisfy them in its consistuencies.
11.4.5 Programs. The Programs Committee shall be responsible for planning the annual meeting and selecting its location, as well as for planning and coordinating the conferences, training and professional development activities of the Association. The Programs Committee serves as a means of communication between the ATA and the Association and promotes the objectives of the Association.
11.2 Committee Chairs. Committee Chairs shall be appointed by the Executive Committee of the Board of Directors.
11.3 Ad hoc Committees. Other ad-hoc committees may be formed at the discretion of the Board of Directors.
ARTICLE XII. AMENDMENTS
12.1 Amendments. Any amendment to the bylaws may be proposed by The Board of Directors or by any group of no fewer than 15 voting members of the Association . Proposed amendments to the Bylaws shall be first approved by the ATISDA Board before submission to the voting members. Bylaws may be amended by a majority vote of at least two-thirds of the voting members voting in-person or by proxy at a properly noticed meeting at which a quorum is present. .
ARTICLE XIII. PARLIAMENTARY AUTHORITY
13.1 Parliamentary Authority. Unless otherwise addressed by these Bylaws, the most recent edition of Robert's Rules of Order shall apply at all meetings of the Association.
ARTICLE XIV. DISSOLUTION
14.1 Dissolution. This Association may be dissolved only by a three-fourths majority vote of the voting members present at a special meeting called for that purpose by the Board of Directors.
