CONSTITUTION of the
RHODE ISLAND SHORTHAND REPORTERS ASSOCIATION

ARTICLE I - NAME:  
The name of this association shall be
The Rhode Island Shorthand Reporters Association, Inc.

ARTICLE II - PURPOSES
The purposes of this association shall be:

1. To assume responsibility for leadership and enlightenment of the users of verbatim reporting of proceedings and of the people in this state regarding the special competency, importance and value of the shorthand reporting system.

2. To promote a broader understanding and acceptance of the qualified shorthand reporter as indispensable to the judicial system of this state.

3. To encourage, establish and maintain high standards of professional education, competence and performance.

4. To promote and encourage the exchange of professional knowledge.

5. To stimulate and encourage the adoption of adequate training and educational facilities and programs for personnel in the field of shorthand reporting in this state.

6. To cooperate with state and local governments, their agencies and other organized groups for the benefit of the public and for the recognition of the shorthand reporting profession.

7. To conduct educational seminars and conferences.

8. To disseminate, by all appropriate means, accurate knowledge and information with respect to the shorthand reporting profession and system.

9. To advance the interests and general welfare of the shorthand reporting profession.

10. To foster professional and social contacts among its members.

11. To promote harmony and a spirit of mutual assistance between the profession of shorthand reporting and the Courts and members of the Bar of this state.

12. To do any and all things that are lawful and appropriate in the furtherance of these purposes. 

Revised
2-15-06
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BY-LAWS OF RHODE ISLAND
SHORTHAND REPORTERS ASSOCIATION, INC.

ARTICLE I - ORGANIZATION
1.) The name of this organization shall be:  Rhode Island Shorthand Reporters Association, Inc.

2.) The Organization may change its name by a vote of two-thirds of the membership.

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ARTICLE II - MEMBERSHIP
Membership in the Association shall be open to individuals who subscribe to and support the purposes of the Association and who are skilled in the art of verbatim reporting of proceedings by the use of machine shorthand writing.

Section 1.  Classes of Members
The membership shall consist of the following classes:
Regular Members.
Associate Members.

Section 2.  Regular Members
Any person who meets one or more of the following requirements shall be eligible to apply as a Regular Member:
a) Any person who is an official court or legislative reporter.
b) Any person who is engaged as a machine shorthand reporter in the active practice of general reporting.
c) Any person who is associated with or employed by a member of this Association as a shorthand reporter whose application is endorsed by the associate or employing reporter.
d) Any person who is a Participating or Professional Member of the National Shorthand Reporters Association.
e) Any person who has attained and maintains the National Shorthand Reporters Association's Registered Professional Reporter (RPR), or Registered Merit Reporter (RMR).
f) Any person who is the holder of a Certified Shorthand Reporter's Certificate.

Section 3.  Associate Members.
a) Any Regular Member in good standing, on retiring from the active practice of shorthand reporting, may become an Associate Member upon application to the Secretary.
b) A teacher of shorthand reporting, or student(s) or anyone connected in an official capacity with a school or college conducting a shorthand reporting course may become an Associate Member. Such persons need not meet the requirements for skill in the art of verbatim reporting of proceedings by the use of machine shorthand.
c) Any person engaged by a Regular Member as a CMRS, notereader, scopist, bookkeeper, office clerk or videographer. Such Persons need not meet the requirements for skill in the art of verbatim reporting of proceedings by use of shorthand symbols.

Section 4. Privileges
a) All classes of members shall enjoy the privileges of the Association except where certain privileges are intentionally restricted to a specific class of member in this Constitution and/or Bylaws.
b) Only Regular Members shall be eligible to vote.
c) Only Regular Members shall be eligible to hold an elective office.

Section 5. Membership Application Procedures
Each class of membership shall be a privilege which may be granted or withheld at the discretion of the Executive Board.

Section 6. Suspension for Nonpayment of Dues
Any member whose dues are ninety (90) days past due shall be suspended, and all privileges of membership shall be terminated. A member suspended for nonpayment of dues may be reinstated at any time prior to the close of that membership year upon payment of the full current year's dues.

Section 7. Termination of Membership
a) Membership in the Association may be terminated for cause. No membership shall be terminated for cause without the member having an opportunity to be heard in answer to a charge as provided in the procedures for membership termination in ROBERTS RULES OF ORDER, REVISED.
b) The membership of those members who are under suspension for nonpayment of dues at the close of a membership year shall be terminated.

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ARTICLE III - MEETINGS

The Annual Meeting of this Corporation shall be held on the second Monday of January each and every year, except if such day be a legal holiday. In that event, the Board of Directors shall fix the day, but it shall not be more than two (2) weeks from the date fixed by these bylaws.

With regard to the semi-annual membership meetings, the Secretary and/or the Membership Chairperson shall cause to be mailed to every member in good standing, at the address as it appears in the membership roll book of this Organization, notification of the time and place of such semi-annual meeting.

Section 1. Voting
At any meeting of the Association, only voting members shall have the right to vote, which vote shall be cast in person viva voce.
Voting by proxy shall not be permitted.

Section 2. Quorum of Members
Upon the convening of any meeting, special or semi-annual, a QUORUM shall consist of members present.

Section 3. Special Meetings
a. A special meeting of the Association shall be called by the President at the request of one (1) member of the Executive Board, or one (1) Member of the Board of Directors, or two (2) members of the Association
b. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Section 4. Notice of a Special Meeting
Notice of a Special Meeting shall be mailed to all members at their address as they appear in the membership roll book, at least ten (10) days but not more than twenty (20) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom called. At any regular or special meeting, any question shall pass or fail upon a majority voice vote.

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ARTICLE IV - ORDER OF BUSINESS
1. Roll call.
2. Reading of the minutes of the preceding meeting.
3. Reports of committees.
4. Reports of officers.
5. Old and unfinished business.
6. New business.
7. Adjournment.

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ARTICLE V - EXECUTIVE BOARD
Section 1. The Governing Board
a. The Executive Board shall be the Governing Board of the Association and shall establish Policies and Procedures, and administer all affairs and activities of the Association.
b. The Executive Board shall consist of the following officers; President, Vice President, Secretary, Treasurer and the immediate Past President.
c. In the event the Association employs an Executive Secretary or Executive Director, then that individual shall be an Ex Officio Member of the Executive Board, without voting power.

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ARTICLE VI - BOARD OF DIRECTORS
Section 1. Duties of the Board of Directors (Hereinafter referred to as the Board)
a) The business of the Association shall be managed by the Officers, a/k/a, the Executive Board, and the Board of Directors, which shall consist of twelve (12) members of the Association in good standing.
b) The Board for the ensuing year shall be chosen at either of the semi-annual meetings and shall serve a term of two (2) years.
c) The Board, together with the Officers, shall manage the affairs and business of the organization. Said Board shall only act in the name of the Organization when it shall be regularly convened by its Chairman after due notice to all of the Directors of such meeting.
d) Members of the Board present shall constitute a quorum.
e) Meetings of the Board shall be held quarterly, or as needed.
f) Each Board member shall have one vote. Vote by proxy will not be permitted.
g) Vacancies on the Board shall be filled by vote of the majority of the remaining members of the Board.  Said newly elected Board member shall serve for the balance of the term of the previous member.
h) The President of the Association, by virtue of the office, shall be chairperson of the Board.
i) All Past Presidents shall be invited to remain on the Board of Directors with voting privileges.
j) A Board member may be removed when sufficient cause exits for such removal.
k) The Board may entertain charges brought against the Board member.
l) Said charged Board member may be represented by counsel at any removal proceedings.
m) Prior to a removal hearing, the Board shall adopt a set of rules with which to conduct the proceedings.
n.) Said rules shall comport to the interest of all parties.

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ARTICLE VII - OFFICERS
Section 1. Titles

The Elected Officers of the Association shall be: President, Vice President, Immediate Past President, Secretary and Treasurer.

Section 2. Election and Term of Office
a) Elected Officers of the Association shall be elected each year by the membership at one of the semi-annual meetings of the Association for a term of two years.
b) If there is more than one nominee for an office, the nominee receiving the highest number of votes cast shall be elected.

Section 3. Nominations
a) Nominations for all Officers shall be made at the Annual Meeting of the Association each year.
b) The report of the Nominating Committee shall be presented at the Annual Meeting. Nominations from the floor may be made at these meetings.

Section 4. Vacancies
Vacancies occurring in any of the offices shall be filled by the Executive Board after consulting with and considering input from the Board of Directors.

Section 5. Duties of Officers
a)The President shall preside at all membership meetings,
b) By virtue of the office, the President shall be Chairperson of the Board of Directors.
c) At each semi-annual meeting, the President shall present a report of the work of the Organization; appoint all committees, temporary or permanent; see that all books, reports and certificates, as required by law, are properly kept or filed; maintain authority to sign check or drafts of the Association, and exercise such powers as may be reasonably construed as belonging to the Chief Executive of the Association.
d) The Vice President shall, in the event of the absence or inability of the President to exercise his or her duties, become Acting President of the Organization, with all the rights, privileges and powers as if he or she had been the duly Elected President.
e) The Secretary shall maintain the minutes and records of the association; file any certificate(s) required by any statute, federal or state; be the official custodian of the records; present to the membership at any meeting any communication addressed to the Secretary or the Association; submit to the Board of Directors any communications addressed to said Board; attend to all correspondence of the Association, and exercise all duties incident to the Office of Secretary.
f) The Treasurer shall have charge and custody of and be responsible for all funds and securities and financial records of the Association, and in general shall perform all duties incident to the Office of Treasurer, and other duties as from time to time may be assigned by the President or Executive Board.
g) In the absence or incapacity of the Treasurer, the President shall sign all checks and drafts. (See paragraph (f) above.)
h) The Treasurer shall render, as directed by the Executive Committee and/or the Board of Directors, a written account of the finances or the Association, and shall exercise all duties incident to the Office of Treasurer.
i) Officers shall, by virtue of their office, be members of the Board of Directors.
j) No Officer or Director of the Association shall be entitled to receive a salary or compensation, but nothing herein shall be construed to prevent an Officer or Director from receiving any compensation from the Association for duties other than as a Director or Officer.

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ARTICLE VIII - SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the Association.

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ARTICLE IX - COMMITTEES
1 - All committees of this Association shall be appointed by the President, and their term of office shall be for a period of (add of) two (2) years, unless terminated by the Board of Directors for cause.

2 - The committees shall be as follows:
a) Membership
b) Legislative
c) Bylaws
d) Litigation and Video Technology
e) Membership**
** The Membership Chairperson shall be responsible for notifying the membership of the time and place of meetings, and all matters attendant thereto.

3 - The Nominating Committee shall consist of three voting members who are not officers. This Committee shall be responsible for nominating candidates for office. Nominations shall be submitted to the membership at one of the semi-annual meetings.

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ARTICLE X -DUES
Section 1. REGULAR MEMBERS
a) Dues for Regular Members shall be $35.00 per annum, payable on the 1st day of October.
b) Dues for Associate Members shall be $15.00 per annum, payable on the 1st day of October.

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ARTICLE XI -AMENDMENTS
Section 1. PROPOSALS
a) These bylaws may be altered, amended, repealed or added to by an affirmative vote at any meeting. A quorum at such meeting shall be members present.
b) Amendments shall be proposed in writing to the Executive Board by two or more members of the Executive Board, or by a request signed by five or more members in good standing.
c) The Executive Board shall authorize the Secretary to submit proposed amendments in writing to the entire membership at least two weeks prior to a meeting at which the amendments are to be voted upon.

Section 2. VOTING
An affirmative vote of a majority of the members present shall be required for the adoption of an amendment to the bylaws.

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ARTICLE XII - FISCAL PROCEDURES
Section 1. Fiscal and Membership Year
a) The fiscal and membership year shall be fixed by the Executive Board.

Section 2. Funds and Securities
The Treasurer shall invest and/or manage the funds and/or securities of the Association within policies established by the Executive Board.

Section 3. Contracts, Letters of Intent
a) All contracts, releases, agreements, letters of intent or commitment made in the name of, or on behalf of, the Association shall be submitted to the Executive Board for appropriate review and signature by duly authorized persons or person.
b) No contract shall be made which will bind the Association for amounts in excess of those provided by the Executive Board.

Section 4. Non-Compensation
No voting member of the Executive Board shall receive compensation for services rendered to the Association.

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ARTICLE XIII - LIMITATIONS OF LIABILITY
a) Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, director, agent or employee of the Association shall be liable for the acts or failure to act on the part of any other member, officer, director, agent or employee of the Association, nor shall any member, officer, director, agent or employee be liable for his/her act or failure to act under the Constitution and Bylaws, except for acts or omissions arising from his/her willful misfeasance.

b) If authorized by the Executive Board, the Association may purchase and maintain insurance against liability on behalf of each person who at any time is, or shall have been, the officer, employee, or agent of the Association, to the full extent permitted by law, in effect at the time of the adoption of this Constitution and Bylaws, or as changed from time to time.

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ARTICLE XIV - DISTRIBUTION OF ASSETS

The Association shall use its funds only to accomplish the purposes specified in the Constitution and Bylaws, and no part of such funds shall inure or be distributed to the members of the Association. On dissolution of the Association, the funds remaining shall be distributed to one or more regularly organized or qualified charitable, educational, scientific or philanthropic organization to be selected by the Executive Board.

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ARTICLE XV - MISCELLANEOUS
Section 1. Interpretation of the Constitution and Bylaws
The Executive Board shall be the final authority on the interpretation of the Constitution and Bylaws.

Section 2. Rates and Charges
Nothing in any Article in the Constitution and Bylaws or any other provision in the Association's procedures or practices shall be construed to require or permit the Association or any of its boards and committees to participate or advise, in any way, formal or informal, in the setting of reporting rates or charges, except for rates established by statute or by rules or by order of court.