LOS ANGELES COUNTY COURT REPORTERS ASSOCIATION, INC. [Amended June 25, 2015] ARTICLE 1 NAME The name of this organization shall be the Los Angeles County Court Reporters Association, Incorporated (hereinafter referred to as the Association ). ARTICLE 2 PURPOSES The purposes of the Association shall be to act as a non-profit organization dedicated to promoting and protecting the professional status and economic welfare of its members; to represent its members in negotiations concerning employment conditions; and to conduct other activities in the interest of its members, consistent with the laws of the State of California. ARTICLE 3 PARLIAMENTARY AUTHORITY The current edition of Robert s Rules of Order Newly Revised shall be the official guide in all situations not provided for in these Bylaws. ARTICLE 4 MEMBERSHIP Membership shall be open to all persons employed by the Los Angeles County Superior Court as a court reporter, subject to the approval of the Board of Directors and as specified in these Bylaws. The term court reporter is defined as any person who is primarily engaged in the verbatim reporting of proceedings in the Los Angeles County Superior Court using a stenographic machine. Only court reporters who are in good standing by virtue of having paid their dues shall be known as a member of the Association. ARTICLE 5 PRIVILEGES OF MEMBERSHIP Members shall be entitled to the privileges and benefits of membership in the Association as specified by the Board and in these Bylaws. Members may attend meetings of the membership, participate in debate and vote at such meetings. 1
Members may attend meetings of the Board of Directors, but only members of the Board of Directors may make or second motions and vote at such meetings. ARTICLE 6 DUES For members who choose to pay dues to and are members of SEIU-Local 721, dues shall be fixed at an amount set by the Board of Directors, not to exceed twelve dollars ($12) per month. For members who wish to participate in the Association but choose not to pay dues to and are not members of SEIU-Local 721, annual dues shall be fixed at an amount set by the Board of Directors not to exceed the combined amount of Association dues and SEIU-Local 721 dues paid by those persons who choose to become members of both organizations. Such annual dues shall be due and payable January 1 st and continue in force through December 31 st. The membership of any person whose dues are thirty (30) days in arrears shall be suspended and privileges of membership terminated. Such membership may be reinstated upon full payment of the current year s dues. ARTICLE 7- BOARD OF DIRECTORS The business of the Association shall be conducted by a Board of Directors (hereinafter referred to as the Board or Directors ). The Board shall have general supervision of the affairs and concerns of the Association. The Board shall consist of eight (8) Directors and the President, Vice-President, Secretary and Treasurer. The immediate past resident shall be an ex-officio member of the Board entitled to vote on all matters submitted to the Board. In the event the immediate past president is unable to act as an ex-officio member of the Board, the President shall appoint an advisor to serve on the Board. Said Advisor shall have had prior experience and record of service on past LACCRA Boards, to assist the Board and officers in the general supervision of the affairs and concerns of the Association. The advisor will be entitled to vote on all matters submitted to the Board. The Board shall keep an accurate record of its official acts and shall hold regular meetings at such times and places as may be determined by the Directors. 2
The Board shall have the power to appropriate money for necessary purposes. Should such appropriations at any time exceed fifty percent (50%) of the funds of the Association then in the treasury, authority for such expenditure must first be obtained from the membership. ARTICLE 8 OFFICERS The Officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer. The Officers shall perform all duties incident to their office and as may be prescribed by the Board. Section 2 - President The President shall preside at all meetings of the Association and conduct meetings according to established parliamentary procedure. The President shall appoint committees as provided in these Bylaws to carry on the work of the Association. In the absence of the Secretary, the President shall appoint an officer or Board Member to keep a record of the proceedings and acts done at meetings of the Board of Directors and the Association. The President shall be an ex-officio member of all committees except the Nominating Committee. Section 2 Vice-President The Vice-President shall assist the President. In case of the permanent inability of the President to act, the Vice-President shall succeed to the office of President and shall exercise all of the duties defined by the Bylaws. In the temporary absence or temporary inability of the President to act, the Vice- President shall have the powers and shall perform the duties of the President until such time as the President may be able to, and does, resume those duties. Section 3 Secretary The Secretary shall maintain all records, papers and files of the Association other than the financial records. The Secretary shall attend meetings of the Board of Directors and the Association and keep a record of the proceedings and acts done at such meetings. 3
All correspondence involving the policies of the Association shall be over the signature of the President or at the direction of the President. Section 4 Treasurer The Treasurer shall maintain all financial records of the Association. The Treasurer shall submit a financial report at each meeting of the Board and to the membership at the annual meeting. The Treasurer shall oversee the collection of all dues and other monies due from the members and others and maintain a current record thereof. The Treasurer shall oversee payment of all bills incurred in the ordinary and usual course of business of the Association. The Treasurer shall file with the Secretary a yearly financial report prepared by an accountant. The Treasurer shall obtain liability insurance from a guaranty company in an amount approved by the Board. Section 5 Executive Committee The Officers shall collectively serve as the Executive Committee and shall exercise the authority granted by the Directors to conduct the business of the Association during the interims between meetings of the Board. In no event shall the Executive Committee modify or rescind any action taken by the Board without the Board s prior approval. ARTICLE 9 ELECTIONS The eight Directors shall be elected by a plurality vote of those members in good standing at the time of the annual General Membership meeting. The members will be apprised of the date of the vote and the voting procedures within 30 days of the annual election. The election and vote may be conducted electronically. The Board of Directors will then be installed at the annual Fall General Membership meeting. Directors shall hold office for the term of one year from the date of their election or until their successors are duly elected and qualified. 4
The Eight directors shall be elected by the general membership. Eight Directors shall be elected regardless of area of reporting assignment, hereinafter referred to as at-large Directors. The Officers shall be elected by a majority vote of those members in good standing at the time of the annual General Membership meeting. If no candidate receives a majority vote on the first ballot, a second balloting shall take place between the two candidates receiving the highest vote. All officers shall hold office for the term of one year from the date of their election or until their successors are duly elected and qualified. No officer may serve more than three consecutive terms in any one office. No member shall be eligible for election, be selected or hold office unless such member shall have been continuously a member for one year immediately preceding the date of election to such office unless otherwise provided by these Bylaws. ARTICLE 10 MEETINGS A Meeting of the Association shall be held annually in the Fall. Additional membership meetings may be called by the President. The annual General Membership meeting shall be held in the Fall of each year. Notice of election meeting shall be given to members at least 30 days prior to the meeting. Such notice shall contain the names of all persons nominated for Officer or Director positions pursuant to Article 15, Section 2. Special meetings of the membership may be called by a petition, setting forth the agenda for said special meeting, signed by twenty percent (20%) of the members. The President shall, at the direction of a majority of the Directors, call a special meeting of the membership. The President or a majority of the Directors may call a Board meeting. ARTICLE 11 QUORUM A quorum for the transaction of business at meetings of the Board of Directors shall be a majority of the Board and Officers. 5
A quorum for the transaction of business at meetings of the membership shall consist of not less than twenty (20) members in good standing present at the time the meeting is called to order. ARTICLE 12 VACANCIES A vacancy in any office, other than that of President, shall be filled by appointment of the President for the unexpired term and approved by a majority vote of the Board. In the event that said vacancy shall fail to be filled by the Board, said vacancy shall be filled by vote of the membership at the next meeting. The Board may determine a vacancy exists when an Officer has missed three (3) or more consecutive meetings of the Board without reasonable cause therefore. ARTICLE 13 REMOVAL When the best interests of the Association would be served thereby, any member of the Board of Directors may be removed by recommendation of the Board to the membership and then only by vote of three-fourths (3/4) of the voting members present at a meeting of the membership called for such purpose. When the best interests of the Association would be served thereby, any member of the Board of Directors may be removed by petition signed by twenty-five percent (25%) of the voting members and then only by a vote of three-fourths (3/4) of the voting members present at a meeting of the membership called for such purpose. ARTICLE 14 COMMITTEES The President may appoint committees to assist in carrying forward the work of the Association. Such appointments shall be made with the approval of the Board of Directors. ARTICLE 15 STANDING COMMITTEES Section 1 Bargaining No later than seven (7) months prior to the date of the expiration of the current Superior Court Reporters Memorandum of Understanding, a Bargaining Committee shall be appointed by the President with the approval of the Board of 6
the Bargaining Committee. The Bargaining Committee shall conduct negotiations with Court Management. The Board shall have the responsibility of communicating to the membership the status of negotiations. The membership shall approve or reject any tentative agreement(s). Section 2 Nominating Committee It is the responsibility of the nominating committee to recognize and seek qualified nominees for the elected leadership of the Association. The nominating committee members need a broad acquaintance with the membership, an understanding of the Association s functions and purpose, and the duties and responsibilities of its Board officers and directors. Not less than three (3) months prior to the annual General Membership meeting in the Fall, a Nominating Committee shall be appointed by the President with the approval of the Board. The committee shall consist of a chairperson and four (4) members. Upon appointment by the President and approval of the Board of the nominating committee, the nominating committee shall attend no fewer than two Board meetings prior to the annual General Membership meeting. The committee shall nominate candidates for the respective Officer and Director positions. No more than five (5) nominees shall be from any one area of reporting assignment. Members may also be nominated by a petition of no less than ten percent (10%) of the members and submitted to the Nominating Committee no later than thirty (30) days prior to the annual election meeting. The report of the Nominating Committee shall be published to the membership no later than twenty (20) days prior to the annual election meeting. Members of the Nominating Committee shall not themselves be candidates for any Officer or Director positions. ARTICLE 16 LEGAL AND FISCAL PROCEDURES No Officer, Director or member shall have the authority to act, nor be deemed to act, on behalf of the Association or legally bind the Association unless such authority is expressly granted by the provisions of these Bylaws. 7
No member, Officer, Director or agent of the Association shall enter into any contract, incur any indebtedness, contract any loan, draw any instrument in the name of the Association, or make any other commitment involving the Association unless authorized to do so by the Board of Directors. The Treasurer, other Officers or agents of the Association, as determined by the Board of Directors, shall be covered by a surety bond for the faithful performance of their duties. The cost of said bond shall be paid by the Association. The Board may employ or contract for support staff to assist in managing the operation of the Association. No member, Officer or Director shall receive compensation from the Association for services rendered to the Association. Reasonable expenses incurred for approved Association business shall be reimbursed with the approval of the President. ARTICLE 17 PROFESSIONAL CONDUCT The Association hereby adopts the Code of Professional Conduct of the California Court Reporters Association and the Code of Professional Ethics of the National Court Reporters Association and may adopt such other standards of conduct as provided in these Bylaws. ARTICLE 18 BYLAWS AMENDMENTS These Bylaws may be amended by a two-thirds (2/3) vote of those present and voting at either biannual meeting, or a special meeting called and noticed for such purpose, provided notice of such amendment with the text thereof has been filed with the Secretary not less than sixty (60) days before the date of the meeting at which proposed amendment is to be considered, and written notice to all members of the pendency and the availability of the text of such amendment shall have been given by the Secretary to all members not less than thirty (30) days preceding such meeting. Any amendment which has not been filed with the Secretary and of which written notice has not been given within thirty (30) days may be submitted to the members at the annual election meeting and shall be adopted only upon 8
receiving a unanimous vote of all those present and voting at such annual election meeting. 9