BYLAWS
OF
Nebraska Association for Translators & Interpreters
ARTICLE 1
NAME and OFFICES
SECTION 1. NAME OF THE ASSOCIATION
The name of the association shall be: NEBRASKA ASSOCIATION FOR TRANSLATORS & INTERPRETERS, also known as NATI and referred to hereafter in these bylaws as “the Association”.
SECTION 2. PRINCIPAL OFFICE
The principal office of shall be located in the place of business or home office of the current President of the Association.
ARTICLE 2
NONPROFIT PURPOSES
SECTION 1. Internal Revenue Code SECTION 501(c)(6) PURPOSES
This is a Professional Development Public Benefit Corporation. The specific purposes for which this corporation is organized are: 1) establishment of a professional association for translators and interpreters, which will offer continuing education opportunities to both the providers and users of translation and interpretation services; 2) establish a forum for networking and professional growth for students and practitioners of translation and interpretation related fields of endeavor; and 3) facilitate community, governmental and commercial access to translation and interpretation training and services.
This association is organized exclusively for one or more of the purposes as specified in Section 501(c)(6) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(6) of the Internal Revenue Code.
Section 2. SPECIFIC OBJECTIVES
The specific objectives of this association shall be guided by the membership of the Association and shall be determined by the Board of Directors on an annual basis.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER AND ELECTION
The Association shall have at least three (3) directors but no more than nine (9) and collectively they shall be known as the Board of Directors. The directors shall be elected by the membership voting on a slate of nominees qualified by the presiding nominations committee comprised of at least two sitting directors who are not candidates for reelection.
Election voting shall be by absentee ballot mailed via United States Postal Service to each member who is dues-current on the date the ballot is mailed. The ballot of qualified candidates shall be mailed to the mailing address on the member roster no later than one week after the close of nominations.
Nominations shall open no later than two weeks before the ballot mailing date and shall be closed when the board votes to approve the roster of nominees. Nominations shall be taken from the floor at the annual meeting and via US mail until the close of nominations. Nominations shall close ten (10) days after the Annual Meeting. All candidates must complete and submit the official nomination forms and be dues-current members to be considered for the ballot. Nomination forms shall consist of a biographical information page and a statement of interest. Both shall be submitted to the Election Committee Chair. The slate of qualified nominees shall be presented to and approved by the Board no later than one week prior to the ballot mailing date which shall be no later than two weeks before Election Day.
Election Day shall be the date on which the ballots are counted by the election committee. The date of Election Day shall be determined by the Board and shall be set to be at least two weeks but no more than three weeks after the ballot mailing date. All ballots must be received at the Association mailing address one day before Election Day. Only votes on valid cast ballots shall be counted.
A cast ballot shall be valid only if it: 1) is on the official ballot form; 2) is in the sealed, official ballot envelope which shall be an envelope marked only with the word BALLOT for the purposes of voter anonyminity; 3) is received in a mailing envelope that, for purposes of verifying valid voter status, clearly has the voting members name and address as the return address; 4) does not have more than the required number of votes marked or is not otherwise adulterated.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in Nebraska and shall be dues paying member of the Association who are current in their membership.
SECTION 3. POWERS
Subject to the provisions of the laws of Nebraska and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this association, the activities and affairs of this association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Association;
(c) Supervise all officers, agents and employees of the Association to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses and email addresses with the Secretary of the Association, and notices of meetings sent to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of 2 years and until his or her successor is elected and qualifies or until the Board of Directors accepts a tendered resignation. The only exception to this shall be that the first set of directors shall be selected by the paid members present at the organizing meeting. These original directors shall draw straws so that one third shall serve one-year terms, one third shall serve two-year terms and one third shall serve three-year terms.
SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable reimbursement for mileage and expenses may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Such fees and expenses shall be preapproved by the Board of directors before any director shall incurre them or reimbursement may be refused.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at such place as may be designated from time to time by the President.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held on dates and at times set by the President and approved at the preceding Board of directors meeting.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of Nebraska to call special meetings of the board. Such meetings shall be held at the principal office of the Association or, if different, at the place designated by the person or persons calling the special meeting. These meetings shall be announced to the directors by direct phone and/or email communication.
SECTION 10. QUORUM FOR MEETINGS
A quorum shall consist of at least three officers and 50% of non-officer members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be moved and voted upon by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
SECTION 11. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 12. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Board, or, in his or her absence, by the Vice President of the Association or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Association shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts Rules of Order, Newly Revised, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 13. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Association would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of Nebraska.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of Nebraska and after appropriate discussion and vote at a meeting of the Board of Directors.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by an appointee of the President after approval of the appointment at a meeting of the Board of Directors or written notice of approval by a majority of sitting directors. If the number of directors then in office is less than three (3), a vacancy on the Board may be filled by direct appointment by the presiding director. A person elected or appointed to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 14. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.
SECTION 16.INDEMNIFICATION BY ASSOCIATION OF DIRECTORS AND OFFICERS
The directors and officers of the Association shall be indemnified by the Association to the fullest extent permissible under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, when the Association’s budget allows, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a director, officer, employee or other agent of the Association) against liabilities.
ARTICLE 4
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. The Vice President may fill the positions of both Vice President and Treasurer if there are only the minimum number of three (3) directors available to fill the officer positions.
SECTION 2. QUALIFICATIONS
Any member current in their annual dues and serving as a director may serve as an officer of this Association.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected to two-year terms by the Board of Directors at the first meeting of the Board after the Association’s Election Day, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. In odd numbered years it shall be the President and the Treasurer who are elected. In even numbered years it shall be the Vice President and Secretary who are elected.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Association.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed, the President shall preside at all meetings of the Board of Directors and, if this association has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the Association the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the Association or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Keep at the principal office of the Association a membership book and computerized copy on disk containing the name and address of each and any members.
Exhibit at all reasonable times to any director of the Association, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the Association.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the Association from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the Association as may be directed by the Board of Directors, taking and preserving proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the Association, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Association, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this association shall be reasonable and given in return for professional services actually rendered to or for the Association.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
An Executive Committee consisting of the officers of the Board of Directors shall have the authority of the Board in the management of the business and affairs of the Association, to the extent permitted, and except as may otherwise be provided, by provisions of law.
The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board.
SECTION 2. OTHER COMMITTEES
The Association shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are recognized members of the Association and not also members of the board. These committees shall act in an advisory capacity to the Board and make recommendations to the Board for action.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees upon the formation of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer and countersigned by the President of the Association.
SECTION 3. DEPOSITS
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. Deposits shall be made by the Treasurer upon approval by the board.
SECTION 4. GIFTS
The Board of Directors may approve and/or accept on behalf of the Association any contribution, gift, bequest, or devise for the nonprofit purposes of this association.
ARTICLE 7
IRC 501(c)(6) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
Notwithstanding any other provisions of these Bylaws, this association shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code,.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this association shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this association.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this association shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(6) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of Nebraska.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this association is a private foundation as described in Section 509(a) of the Internal Revenue Code, the Association 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Association to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this association to adopt, amend or repeal the Bylaws of this association and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE 10
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this association, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, the founding document of this association filed with the office of the Nebraska Secretary of State and used to establish the legal existence of this association.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this association, Nebraska Association for Translators & Interpreters (NATI), and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of eight (8) preceding pages, as the Bylaws of this association.
Dated: ___July 4, 2000_______