2021 PROPOSED BYLAWS AMENDMENTS

The following serves as official notice that amendments to NCRA’s Constitution & Bylaws have been proposed and will be voted upon immediately following the next Annual Business Meeting of the membership, July 29, 2021, at the Planet Hollywood Resort & Casino, Las Vegas, Nev. Several of the following proposed Bylaws amendments were originally proposed in 2020 and, due to the pandemic, postponed to the next in-person meeting. Voting on amendments will be held electronically, and the voting period will be open for 24 hours. To vote, make sure that NCRA has a current email address for you in its database by July 16.

NOTES:

For your reading ease, the language to be added is italicized. Language to be stricken is indicated by strikethrough.

Term of Office and Vacancies

The Constitution & Bylaws Committee voluntarily with-drew the following proposed amendment at the Annual Business Meeting in 2019 for further consideration. After discussion, the Committee decided that since the occasion has never arisen, and there is a succes-sion plan outlined in the Bylaws it is not necessary to amend Article VI, Section 4. Therefore, this amendment is not being proposed to the membership.

Constitution & Bylaws: Article VI – Officers

Section 4 – Vacancies

a) If there is a vacancy for any reason in the office of the President, the President-Elect shall succeed to the of-fice immediately and shall have all the powers and per-form all the duties of the office. If the President-Elect serves as President for half a term of six (6) months or less, such person shall have the opportunity serve a full term as President.

b) If there is a vacancy for any reason in the office of the President-Elect, the Vice President shall succeed to the office immediately, and shall have all the powers and perform all the duties of the office. At the completion of the term of office of the Vice President as President-Elect, the offices of President, President-Elect, and Vice President shall be filled by the Voting Members.

Amendment #1 – Fellows of the Academy of Professional Reporters Constitution & Bylaws: Article X – Academy of Professional Reporters and Council of the Academy of Professional ReportersSection 2 – Fellows

a) Election as a Fellow is a professional distinction that shall be conferred only by the Board of Directors upon a person of extraordinary qualifications and exem-plary professional practice who serves as a credit to the profession of verbatim stenographic reporting. A candidate for Fellow shall be a continuous Registered Member with at least ten (10) fifteen (15) years of expe-rience and shall have attained distinction as measured by performance. Such performance shall include three (3) or more of the following:

i. Publication of important papers, articles, books, or other written material dealing with verbatim stenographic reporting, professional, or related subjects.

ii. Creative, innovative, or technological contributions to the welfare enhancement of the profession of verbatim stenographic reporting.

iii. Significant and distinguished service to the profession as an active participant on a minimum of three NCRA boards or committees within the

NCRA

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last 15 years of any association of verbatim steno-graphic reporters.

iv. Contributions in such areas as teaching, editing of publications, other board or committee service, or education of the general public that have served to enhance or promote the verbatim stenographic reporting profession.

v. Attainment of the Association’s Registered Merit Reporter, Registered Diplomate Reporter or qualification in the Speed or Realtime Contest Certificate.

This amendment was proposed by the Council of the

Academy of Professional Reporters.

RATIONALE“It is important for those members who hold the FAPR designation to have well-rounded experiences in the court reporting field, but also to have extensive experi-ence within NCRA. While participation in one's state is encouraged and weighs positively on a candidate, this designation is being bestowed upon a member from the National Court Reporters Association. It is the high-est recognition a recipient can receive for their contri-butions to the profession through their service within NCRA, so the greatest weight is given to their NCRA participation.”

Amendment #2 – Stenographic Captioning and Stenographic Captioners

It is proposed by the NCRA Board of Directors that the Constitution and Bylaws be amended by inserting the following words throughout the Bylaws: “and/or steno-graphic captioner," or "and/or stenographic captioners," or "and/or stenographic captioning” following the words “verbatim stenographic reporter," or "verbatim steno-graphic reporters," or "verbatim stenographic reporting" respectively. RATIONALEIn the spirit of inclusivity and in order to appropriately address stenographic captioners in our Bylaws, the Board felt it was necessary to amend our Bylaws which

currently states “verbatim stenographic reporting,” as captioners provide communication access, not verba-tim transcription, and “reporting” does not properly address their job function.

Amendment #3 – Holding Elective Office Constitution & Bylaws: Article III – MembershipSection 9 – Privileges

c) Only Participating Registered Members who are verbatim stenographic reporters, Registered Members who are verbatim stenographic reporters, or Retired Members and Retired Lifetime Members who have been verbatim stenographic reporters or Honorary Members who have been verbatim stenographic reporters shall be eligible to hold an elective office of the Association. Participating Members must be a Participating Member for at least five years before becoming eligible to hold elective office.

This amendment and following rationale have been proposed by Christopher Day, RPR; Joshua Edwards, RDR, CRR; Roger Flygare; Lillian Freiler, FAPR, RMR, CMRS; Mirabai Knight, RDR, CRR, CRC; Nancy Silberger; and Dineen Squillante, RPR.

RATIONALE“Though we can all agree on the importance of NCRA certification, it is equally important to acknowledge that quality leadership exists among uncertified members of the Association. We propose a length of membership requirement because, otherwise, someone with no certification and only a month of membership could run for office in our national Association.” NOTE: The Constitution & Bylaws Committee believes that someone who is not a reporter of any kind can claim to be such and join as a participating member. It is further believed that someone seeking to serve on the NCRA Board of Directors should evidence support of one of our fundamental programs, certification. It should also be noted that to even be eligible to serve on the NCRA Nominating Committee, one must be a Registered Member. Therefore, the Constitution & Bylaws Committee does not recommend approval of this amendment.

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2021 PROPOSED BYLAWS AMENDMENTS

Consequential Amendment Constitution & Bylaws: Article V – Board of DirectorsSection 2 – Composition and Eligibility

The Board of Directors shall be composed of the Presi-dent, President-Elect, Vice President, Secretary-Treasurer, the Immediate Past President, and six (6) Directors. The Executive Director shall be an ex-officio member of the Board of Directors without voting rights. The Board of Directors may appoint other ex-officio members of the Board without voting rights. Only Participating Registered Members who are verbatim stenographic reporters, Regis-tered Members who are verbatim stenographic reporters, or Retired Members and Retired Lifetime Members who have been verbatim stenographic reporters or Honorary Members who have been verbatim stenographic reporters shall be eligible to hold an elective office of the Associa-tion.

Amendment #4 – Eligibility to Vote Constitution & Bylaws: Article IX – Meeting and VotingSection 3 – Voting

a) Only Voting Members as defined in Article III shall have the right to vote.

b) Voting by proxy shall not be permitted.

c) All voting shall be conducted at the annual business meeting except that voting for contested elections (as provided in Article VIII, Section 4), and amendments to the Constitution and Bylaws (as provided in Article XVIII, Section 2), and dues increases (as provided in Article IV, Section 1) shall be by electronic mail or other means of electronic transmission as shall be authorized and determined by the Board of Directors.

d) Members voting by electronic mail and other author-ized means of electronic transmission for contested elections will have a period of 24 hours to vote once the online voting period begins. The voting period shall occur at least 30 days prior to the annual business meeting.

e) Members voting by electronic mail and other author-ized means of electronic transmission for amendments to the Constitution and Bylaws and dues increases (as provided in Article IV, Section 1) will have a period of 24 hours after the annual business meeting to vote.

This amendment and following rationale have been proposed by Christopher Day, RPR; Joshua Edwards, RDR, CRR; Roger Flygare; Lillian Freiler, FAPR, RMR, CMRS; Mirabai Knight, RDR, CRR, CRC; Nancy Silberger; and Dineen Squillante, RPR. RATIONALE“We saw some dismay among Voting Members about the dues increase of 2019 because only people pre-sent at the Annual Business Meeting could vote. We personally believe the dues increase was the right choice and in line with inflation, but we also believe that being entitled to vote on it would cause members to feel more connected to NCRA. The one drawback is it will take a little extra work in terms of explaining to members why dues increases are necessary.” Independently, the National Congress of State Associations (NCSA) Governing Committee submitted a separate resolution to the NCRA Board of Directors requesting that it propose an amendment to Article IX, Section 3 c) allowing for voting on dues increases to be done by electronic mail. The Board adopted NCSA Resolution 20-01-GC.

Consequential Amendment Constitution & Bylaws: Article IV – DuesSection 1 – Annual Dues

a) The annual dues for each class of Membership shall be payable in United States funds. Any change in the annual dues for any class of membership from that of the previous year shall be recommended by the Board of Directors and shall be approved by the Voting Members at the annual business meeting (as defined herein) by electronic mail or other means of electronic transmission as shall be authorized and determined by the Board of Directors. The Executive Director shall give notice of such recommendation to all Members in the official publication or by written notice, as the Board of Directors may determine, not less than thirty (30) days preceding the date of such annual business meeting. The annual dues of Associate Members shall not exceed sixty percent (60%) of the dues of Partici-pating or Registered Members. The annual dues of Student Members shall not exceed fifty percent (50%) of the dues of Participating or Registered Members.

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Amendment #5 – Conflict of Interest Constitution & Bylaws: Article XIX – Miscellaneous

Section 4 – Conflict of Interest

The Executive Director and any member holding elective office shall agree in writing not to hold any fiduciary or business interest that would conflict with the purposes of this organization as defined in Article II. The language, term, and enforcement of such agreement shall be deter-mined by the Board of Directors.

This amendment and following rationale have been proposed by Christopher Day, RPR; Joshua Edwards, RDR, CRR; Roger Flygare; Lillian Freiler, FAPR, RMR, CMRS; Mirabai Knight, RDR, CRR, CRC; Nancy Silberger; and Dineen Squillante, RPR. IMPORTANT: Based upon the direction from legal counsel, the Board of Directors interprets the proposed bylaw amendment to Article XIX – Miscellaneous, new Section 4 - Conflict of Interest, as an illegal amend-ment. RATIONALE“While the Board of Directors already follow a policy for Conflict of Interest, we feel that it should be enshrined in the Bylaws.”

NOTE: The NCRA Parliamentarian has advised the Constitution & Bylaws Committee that this proposal/motion is not in order if it is unlawful as referenced on page 343 of Robert’s Rules of Order Newly Revised 11th Edition.

Response from NCRA General Counsel:

The NCRA Board of Directors has established policies, including a rigorous conflicts of interest policy, to ensure that all Directors and senior staff avoid any conflict of interest and even the appearance of a conflict of inter-est. I do not believe that this requirement is appropri-ate to state in the Constitution & Bylaws, but rather is part of governance “best practices” for an association like NCRA that already is being followed. To the extent that this proposed amendment seeks to go further by prohibiting investments and employment opportunities both during and after the term of service or employment, it can be challenged as an unlawful and unenforceable non-compete agreement and possible a restraint of trade. For this reason, I do not believe that it is appropri-ate to be considered for adoption.

Amendment #6 – Virtual Annual Business Meetings Constitution & Bylaws: Article IX – Meeting and VotingSection 1 – Annual Business Meeting of the Association

a) The annual business meeting of the Members at the annual convention of the Association (the “annual busi-ness meeting”) shall be held at such time and place as the Board of Directors shall determine. Notice of said meeting shall be given to all Members not less than thirty (30) days prior to the date thereof.

b) Should the Board of Directors decide that unusual conditions make the holding of an annual business meeting inadvisable, then a meeting of the Board of Directors shall be held in lieu thereof. As an alternative to dispensing with the annual business meeting when unusual conditions may make an in-person meeting inadvisable, the Board of Directors may determine that an annual meeting of members does not need to be held at a particular geographic location, if the meet-ing is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. In such case, the timing and procedures for the meet-ing, including for voting as set forth in Section 3, shall be modified to best replicate what would occur for a meeting held in person. Such action shall require an affirmative vote of two-thirds (2/3) of the entire Board of Directors. The Membership shall immediately be informed of such action.

c) Should the annual business meeting be dispensed with by order of the Board of Directors, the President-Elect shall become the President of the Association at the close of the Board of Directors meeting held in lieu of the annual business meeting.

d) Should the annual business meeting be dispensed with by order of the Board of Directors for the reason speci-fied above, the Board of Directors shall nevertheless hold an annual business meeting as soon as practica-ble thereafter.

This amendment was submitted by the Board of Directors.

RATIONALENCRA is governed by the laws of the District of Columbia, which do not allow for a virtual Annual Business Meeting unless authorized by the articles of incorporation or Bylaws. In order to provide more flex-ibility to deal with emergency situations, this will permit

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virtual meetings in the future if circumstances like what we are experiencing now ever occur again (which could be weather, earthquakes, fires or other acts of God in the future depending upon the location).

Amendment #7 – Integration of CLVS as Participating Members Constitution & Bylaws: Article III – MembershipSection 3 – Participating Members

a) Any person who is skilled and primarily engaged in the verbatim stenographic reporting of proceedings by the use of symbols, manually or by stenographic machine, as an official court or legislative reporter, freelance reporter, CART captioner, or broadcast captioner shall be eligible to become a Participating Member. A legal videographer who has earned the Certified Legal Video Specialist certification shall be eligible to become a Participating Member, but cannot hold elective office.

This amendment and the following rationale were proposed by Jo Ann Betler, FAPR, RDR, CRR, CRC, CLVS, CPE; Lisa M. Conley Yungblut, RDR, CRR, CRC; Kathy Davis, RMR, CRR, CRC; and Susan Gee, RMR, CRR.

RATIONALE“In Purpose 1, of the Purposes of this Association, un-represented CLVS members do NOT want to be seen as an alternative reporting method.

“In Purpose 3, the CLVS members want to be comple-mentary to verbatim stenographic reporters in ensuring that the public good is best served.

“In Purpose 5, the CLVS members feel that they can assist in promoting the proper technical research that ensures the verbatim stenographic record and video record remain lawful.

“Purpose 8, to cooperate for the benefit of the public.

“CLVS members are not asking for a seat at the table. By requesting this change, CLVS members are asking to have a say in who sits at the table, to have a voice in their own governance.

“Currently, CLVS members are Associate Members with annual dues of $179. As Participating Members, CLVS annual dues would be raised to $300 annually.”

Consequential Amendments Constitution & Bylaws: Article III – MembershipSection 7 – Associate Members

c) Any person seeking to become or who has been certified by the Association as a Certified Legal Video Specialist (CLVS) shall be eligible to become an Associate Member.

RATIONALE “With the change to Section 3, the verbiage ‘or who has been certified by the Association as’ should be removed. When a person has not been certified as a CLVS, they shall remain an Associate Member with no privileges. When they have obtained their CLVS, they shall then pay as a Participating Member and can no longer remain an Associate Member.”

Constitution & Bylaws: Article III – Membership

Section 9 – Privileges

b) All Members may attend meetings of the Members and participate in any debates at such meetings. Only Participating Members who are verbatim stenographic reporters and Registered Members who are verbatim stenographic reporters, as well as Retired Members, Retired Lifetime Members and Honorary Members who have been verbatim stenographic reporters, as well as Certified Legal Video Specialist Participating Members, shall be eligible to vote and/or make or second mo-tions at such meetings or to vote by electronic mail or other means of electronic transmission as specifically authorized under Article IX (“Voting Members”).

RATIONALE “With the change to Section 3, CLVS Participating Members should be added to item b. This allows CLVS Participating Members to be allowed to vote and/or make or second motions at such meetings.”

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