BYLAWS
NEW MEXICO COURT REPORTERS ASSOCIATION, INC.
ARTICLE I – MEMBERS
Section 1. Members: The annual meeting of members of the corporation will be held at the time and place fixed by the President upon written notice given to each member at least ten days before the meeting. Special meetings of the members will be held at the time and place fixed by the President, and may be called by any director or member on notice given to each member at least five days before the meeting.
Section 2. Quorum, Voting: Each member will, at every members’ meeting, have one vote for all purposes. The presence in person of twenty-five percent (25%) of the membership will constitute a quorum. A quorum once attained continues until adjournment despite voluntary withdrawal of enough members to leave less than a quorum.
The action of a majority of the members present at a meeting at which a quorum is present or, in the absence of a meeting, the action of a majority of the members assented to in writing by all the members, will constitute members’ action, unless a different amount is required by law or these Bylaws. There will be no proxy voting.
Section 3. Membership:
A. Professional Member: Any person holding an unexpired certificate or temporary certificate as a Certified Court Reporter from the New Mexico Board Governing the Recording of Judicial Proceedings, which certificate has not been suspended or revoked, will be eligible for membership.
B. Participating Member: Any person who serves as an official court or legislative reporter and/or is engaged in the active practice of general reporting will be eligible for membership.
C. Associate Member: Any person interested in court reporting may be an Associate Member. An associate may not vote at meetings of the members and may not hold office, but may serve on committees. Associate members will have the word “Associate” indicated on their membership certificate and will be eligible for membership.
D. Student Member: Any student currently enrolled in a court reporting program will be eligible for membership. A student may not vote at meetings of the members and may not serve on committees or hold office.
Section 4. Termination: The rights of a member terminate upon the termination of the member’s membership. The members may terminate the membership of any member who fails to comply with the provisions of the Articles of Incorporation or the Bylaws of the corporation by a majority vote.
ARTICLE II – BOARD OF DIRECTORS
Section 1. Number, Tenure, Qualification, Election: The board will consist of three directors, the officers of the corporation, and the immediate past president. Representative directors from the northern, central, and southern areas of the state shall be elected by the members at their annual meeting. Directors serve to aid the board in its effort to provide continuing education opportunities and any other requirements attending the board’s mission to serve the profession of reporting within the state. Directors shall keep the board apprised of any and all information relative to the profession of court reporting in their respective portions of the state. Each director’s term shall be for three years with staggered terms, one director’s term expiring each year. Their replacements shall be elected at the termination of each term. A director must be a professional or participating member. A director must reside in the state of New Mexico.
A director may be removed for cause by a majority vote of the members present at a meeting at which a quorum is present, or may resign. For purposes of this paragraph, “cause” means suspension or revocation of a director’s certification as a Certified Court Reporter by the New Mexico Board Governing the Recording of Judicial Proceedings, expiration of the director’s certification, or nonperformance of the duties of director.
Vacancies and newly-created directorships may be filled by a majority vote of directors then in office, subject to replacement by the members at a special meeting of members called for that purpose.
Section 2. Meetings: The annual meeting of the board of directors will be held without notice immediately following the annual members’ meeting. Special meetings of the board will be held at the time and place fixed by the President, and may be called by any director on notice given to each director at least two days before the meeting.
Section 3. Quorum, Action: The presence in person or by telephone of a majority of the directors then in office will constitute a quorum. A quorum once attained continues until adjournment despite voluntary withdrawal of enough directors to have less than a quorum.
The directors will manage the corporation, and may act only as a board with each director having one vote. The action of a majority of directors present at a meeting at which a quorum is present or, in the absence of a meeting, the action of a majority of directors, assented to in writing or telephonically by all the directors, will be the action of the board unless a greater amount is required by law or these Bylaws. There will be no proxy voting.
ARTICLE III — OFFICERS
Section 1. Number, Tenure, Qualification, Election: The Officers of the corporation will be a President, President-Elect, elected annually, a Treasurer and Secretary, elected bi-annually, and representative board members from the northern, central, and southern areas of the state, elected every three years, by a majority of the members present at its annual meeting to serve until their successors are elected and qualified, the Past President and such other officers as the board may decide. An officer must be a professional or participating member. An officer must reside in the state of New Mexico.
An officer may be removed for cause by the board or may resign. For purposes of this paragraph, “cause” means suspension or revocation of an officer’s certification as a Certified Court Reporter by the New Mexico Board Governing the Recording of Judicial Proceedings, expiration of the officer’s certification, or nonperformance of the duties of said officer.
Vacancies and newly-created offices may be filled by the board. One person may not hold more than one office. Officers will perform the duties and have the powers assigned by the board, incident to the office and provided in these Bylaws. Committees may be established.
Section 2. President and President-Elect: The President, or the President-Elect during the absence, disability, or failure to act of the President, will be the chief executive officer of the corporation, will preside at all corporation meetings and, when authorized, will execute and deliver documents in the name of the corporation.
Section 3. Secretary: The Secretary, or any Assistant Secretary during the absence, disability or failure to act of the Secretary, will keep and have custody of the seal, original incorporation documents and Bylaws of the corporation and the minutes of all meetings, will give all notices required, and, when authorized, will execute, attest, deliver and seal documents of the corporation. The Secretary is elected for a two-year term, said term to be staggered with that of the Treasurer.
Section 4. Treasurer: The Treasurer, or any Assistant Treasurer during the absence, disability, or failure to act of the Treasurer, will keep and have custody of the property of, and will keep correct and complete books and records of account for the corporation. The Treasurer is elected for a two-year term, said term to be staggered with that of the Secretary.
ARTICLE IV – NOTICE AND WAIVER OF NOTICE
Any notice of meeting will state the time, place, and purpose of the meeting, may be sent by mail or telephonically or delivered to the persons entitled thereto at the address shown on the corporation books, and will be considered given when mailed or delivered.
Any notice will be considered waived by any person who waives the notice in writing before or after the meeting, or who appears at a meeting in person or by telephone. Failure to receive a notice will not affect the validity of the meeting involved.
ARTICLE V – MONETARY MATTERS
Section 1. Funds and Borrowing: The depository for corporation funds, the persons entitled to draw against these funds, the persons entitled to borrow on behalf of the corporation, and the manner of accomplishing these matters will be determined by the board.
Section 2. Compensation and Pecuniary
Benefit: No member, director, or officer of the corporation will receive, directly or indirectly, any compensation or pecuniary benefit from the corporation, except that the corporation may reimburse them from corporate funds upon proper documentation for expenses incurred on behalf of the corporation, and may compensate them for service rendered in furtherance of the corporation purposes.
Section 3. Prohibition Against Sharing in Corporate Earnings: No member, director, or officer of the corporation shall receive at any time any of the net earnings of the corporation, or share in any of the corporate assets upon dissolution of the corporation; all such persons by accepting their membership, directorship, or office shall be deemed to have expressly consented to the foregoing.
ARTICLE VI – INDEMNITY
The corporation will indemnify each member, director, and officer of the corporation, and their heirs, legal representatives and assigns, against expenses and liabilities reasonably incurred in connection with any action, suit, or proceedings in which the member, director, or officer is involved or made a party by reason of being or having been such, except in relation to matters as to which the indemnitee shall be adjudged to be liable for negligence or misconduct in the performance or duty to the corporation.
The foregoing right of indemnification shall not be exclusive of other rights to which any member, director, or officer may be entitled as a matter of law and shall include reimbursement of any amount and expenses paid or incurred in settling any such action, suit, or proceedings when such settlement has been approved by the board.
ARTICLE VII – INTERESTED PARTIES
No transaction of the corporation will be affected because a member, director or officer of the corporation is interested in the transaction, so long as such transactions are conducted at arm’s length in good faith, and are not violations of the proscriptions in the Articles of Incorporation and these Bylaws against inurement of the monetary benefit.
Such interested persons will be counted for quorum purposes and may vote when the corporation considers the transaction. Such interested persons will not be liable to the corporation for the persons’ profits, or the corporation’s losses, from the transaction.
ARTICLE VIII – SEAL/MEMBERSHIP CERTIFICATE
The board may, but need not, adopt a form of seal to be used by the corporation. At the board’s discretion it may issue membership certificates in the form chosen by the board, signed by the President or President Elect, impressed with the corporation seal, if any, and countersigned by the Secretary, Treasurer, or an Assistant Secretary. Membership certificates will not be transferable.
ARTICLE IX – AMENDMENTS
These Bylaws may be amended by the majority vote of the board.
OFFICERS’ CERTIFICATE
We certify the foregoing Bylaws are those adopted by the board at its organizational meeting on April 4, 2009.
President
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Secretary
