Nota Bylaws
2021 Amended Version
ARTICLE ONE: Name and General Structure
The name of this Association shall be the Northeast Ohio Translators Association (NOTA), which is a not-for-profit entity organized in the State of Ohio with the objectives set out in Article Two herein below. NOTA is furthermore established under the provisions of Article Twelve of the Bylaws of the American Translators Association (ATA) and any subsequent amendments thereto.
ARTICLE TWO: Purposes
NOTA shall have the same objectives set out in Article Two of the ATA Bylaws, as applicable to the needs and interests of its members located primarily but not exclusively within the geographical area extending approximately 100 miles south of Lake Erie in the State of Ohio and 100 miles west of the Ohio-Pennsylvania border. From time to time, additional objectives may be formulated by a two-thirds majority vote of NOTA's eligible voting members, provided such objectives are not contrary to the state aims and purposes of the ATA.
ARTICLE THREE: Membership
Paragraph I - Eligibility: Membership in NOTA shall be open to any person who fulfills the eligibility requirements and qualifications specified below. Membership in ATA shall not be required for membership in NOTA, unless otherwise stipulated by ruling of the ATA Board of Directors or by amendment to the ATA Bylaws or to these Bylaws.
Paragraph II - Classes: There shall be two classes of membership in NOTA, as follows:
A) Individual, consisting of two subcategories:
Regular: (i) Persons holding active, corresponding or associate membership in the ATA, as defined in Paragraphs II(a), (b) and (c), Article Three, of the ATA Bylaws, and (ii) persons other than students who do not hold any category of membership in ATA; and
Student: Persons who are currently enrolled full-time in any program of study at any institution of higher education.
B) Institutional/Corporate: As defined in Sections 2(e) and (f), respectively, of Article Three, of the ATA Bylaws.
Paragraph III - Applications: All persons seeking membership in NOTA shall submit a duly completed application form. When applicable, evidence of current ATA membership status may be required.
Paragraph IV - Rights: All members of NOTA shall have the right to attend any NOTA meetings, use any of the association's membership facilities or services, and receive any publications free or at special membership rates.
Paragraph V - Voting Rights: In accordance with Section 3(a), Article Twelve of the ATA Bylaws, membership in ATA is not required for membership in NOTA. Therefore, all individual members of NOTA shall have the right to vote on all NOTA matters. The voting rights of corporate or institutional members shall be exercised through an individual appointed by the organization holding such membership.
Paragraph VI - Expulsion and Resignation: Any member may be expelled from NOTA under the provisions of Section 6, Article Three of the ATA Bylaws. Expulsion from NOTA shall not necessarily mean that the same action will be taken against the person as a member of the ATA. Any member may voluntarily resign from NOTA without tendering a resignation from the ATA.
ARTICLE FOUR: Executive Committee
Paragraph I - Number of Members and Term of Office: The administrative body of NOTA shall be an Executive Committee consisting of seven members in good standing who shall be presented to the membership and elected as a slate of candidates for the offices of President, Vice President, Treasurer, Membership Chair, Programs Chair, Public Relations Chair, and Secretary. They shall be elected for a term of two years by anonymous ballot of the voting membership. In addition to the seven regular elected persons, the Executive Committee may also include the following ex officio members, who shall serve in an advisory, consultative or liaison capacity and shall therefore not have a vote in any formal decisions made by the Executive Committee: 1) the immediate past President (provided said immediate past President remains a member of the association) and 2) any NOTA member who has been duly elected to serve in any capacity on the ATA Board of Directors.
Paragraph II - Function: The Executive Committee shall have supervision, control and direction of NOTA's affairs, shall execute the policies and decisions of the membership, shall actively pursue NOTA's objectives, and shall have discretion in the disbursement of NOTA funds. All public statements representing the official position of NOTA must be authorized by the Executive Committee. It may adopt such rules as shall be deemed advisable and may, in the execution of powers so granted, appoint any subcommittees or agents to work on specific programs or activities. The Executive Committee shall hold a regular business meeting at the time and place of the NOTA Annual Meeting or at such other times and places as may be deemed advisable, and it shall report regularly to the membership on its activities.
Paragraph III - President: The NOTA President must be a voting (i.e., Active) member of ATA. The President shall exercise a general supervision over all of NOTA's affairs. The functions of the President shall be to preside over all regular and special Executive Committee and NOTA meetings. The President shall also perform such other duties as are incident to the office or as designated to said President by NOTA's membership or by its Executive Committee, including but not limited to the appointment of all standing and special committees in accordance with the President's own discretion and/or the special instruction of the membership. The President shall share jointly with the Treasurer and the Vice President the right to disburse any NOTA funds by check. In the absence of the President at any meetings, the Executive Committee shall designate one of its members to preside.
Paragraph IV - Vice President: The Vice President shall attend meetings of NOTA and the Executive Committee and assist the President, performing the duties of the President in the event of said President's absence, incapacity, or removal. The Vice President must be a voting member of ATA. The Vice President shall be an ex officio member of all committees, except the Nominating Committee, without the right to vote. The Vice President shall share with the Treasurer and the President the right to sign checks and authorize withdrawal of NOTA funds. The Vice President shall also provide coordination and oversight of any ATA certification exam hosted by NOTA and assist with any NOTA sponsored conferences as needed.
Paragraph V - Treasurer: The person elected to serve as Treasurer shall receive and collect all dues, fees, assessments and other monies, and shall give official receipts therefore if so requested. The Treasurer shall record all monies received and expended in appropriate books of account, deposit all funds so received in a bank or other depository designated by the Executive Committee, and shall share jointly with the President and the Vice President the right to sign all checks. Disbursement of all NOTA funds shall be by check only and for bills properly approved by the President. The Treasurer shall present periodic reports of all receipts and disbursements and of NOTA's financial condition, both to the NOTA membership and, under Section 4, Article Twelve of the ATA Bylaws, annually to the ATA Board of Directors. The books and records maintained by the Treasurer shall remain NOTA property and shall be delivered to and upon request of the Executive Committee and/or the certified public accountants auditing them. In the absence or disability of the Treasurer, the Executive Committee shall appoint a Treasurer pro tempore.
Paragraph VI - Membership Chair: The person elected to serve as the Membership Chair shall keep a current record of all members' names and addresses, as well as all other written records that may be required or desirable. The Membership Chair shall also be responsible for all of the Association's membership activities, such as contacting prospective members, conducting suitable recruitment campaigns, receiving membership applications, and submitting such applications to the Executive Committee together with recommendations on action. The Membership Chair shall be authorized to designate one or more persons from the Association's membership to assist, individually or as a committee, in carrying out said membership duties.
Paragraph VII - Programs Chair: The Programs Chair shall be responsible for planning, implementing and coordinating all programs of the Association. To this end, the Programs Chair shall be fully authorized to designate one or more persons from the Association's membership to form an ad hoc or permanent committee which will assist in such planning and implementation activities.
Paragraph VIII - Public Relations Chair: The person elected as Public Relations Chair shall prepare all publicity, public relations, and other such materials to be released or otherwise produced by the Association. To this end, the Public Relations Chair shall be fully authorized to designate one or more persons from the Association's membership to assist, individually or as a committee, in the aforesaid activities.
Paragraph IX - Secretary: The Secretary shall give notice of and attend all NOTA business meetings and keep minutes thereof. In the absence or disability of the Secretary, the Executive Committee shall appoint a Secretary pro tempore.
Paragraph X - Executive Committee Voting: All decisions made by the Executive Committee shall be by majority vote of its members present at its meeting, with at least four members being required to deliberate and take formal action on any matter. Between meetings of the Executive Committee, its members may verbally waive the aforesaid procedures for adopting resolutions whenever the circumstances so dictate.
Paragraph XI- Removal and Resignation: Any member of the Executive Committee may be removed from office by a two-thirds majority vote of the NOTA members voting in a referendum to ratify a decision to that effect by the Executive Committee. Vacancies occurring in the Executive Committee as a result of resignation or for any other reason shall be filled, until the next regular election, in the manner set out in Paragraph II, Article Seven.
ARTICLE FIVE: Meetings
Paragraph I - Business Meetings: Business meetings of the members shall be held at such times and places as determined by the Executive Committee, or whenever requested by not less than two-thirds of NOTA's voting members.
Paragraph II - Annual Meetings: In addition to the periodic business meetings, as provided in Paragraph I above, NOTA shall hold an Annual Meeting of members during the month of September each year, unless otherwise ordered by the Executive Committee, for the purpose of receiving reports, transacting business and installing a newly elected Executive Committee. Annual Meetings shall be open to all members in good standing. Notice of such meetings, issued by the Secretary, shall be mailed to the last recorded address of each member at least thirty days before the date appointed for the Annual Meeting.
Paragraph III - Order of Business: The order of business at Annual Meetings shall be as follows:
A) Call to order
B) Reading of the minutes of the previous meeting (if any) and action thereon
C) Receiving communications
D) Reports of officers
E) Reports of committees
F) Unfinished business
G) New business
H) Installation of newly elected Executive Committee (every two years)
I) Adjournment
The above agenda may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in Robert's Rules of Order shall govern, when not in conflict with these Bylaws.
Paragraph IV - Decision-making by Membership: At any business or Annual Meeting of NOTA, a simple majority vote of members present shall be required for passage of all motions, except as provided in Article Eight, Amendment of Bylaws.
ARTICLE SIX: Dues
The dues for NOTA membership shall be established from time to time by the Executive Committee.
Dues shall be payable in advance by September 30 of each year. Membership shall cease when dues are ninety (90) days in arrears. Reinstatement is possible only within the following ninety (90) days and upon payment of the dues for the entire year. After six months, however, a new application for membership shall be required.
ARTICLE SEVEN: Voting and Elections
Paragraph I - Voting: All members (including official representatives of corporate or institutional members) in good standing shall be entitled to one vote, both for decisions made at meetings and for elections.
Paragraph II - Elections: All elections shall be the responsibility of the Nominating and Elections Committee appointed by the Executive Committee for the purpose of nominating and for receiving nominations of eligible candidates for any vacancies to be filled on the Executive Committee or on other such elected committees that might be established during the existence of NOTA. All candidates shall be given equal space in the regular NOTA publication or in a special NOTA publication to state their qualifications and positions. At the close of the nominating period, as determined by the Nominating and Elections Committee, the following rules shall apply:
A) Uncontested election: If the number of candidates nominated for vacant positions is equal to or less than the number of positions to be elected, the Nominating and Elections Committee shall give notice that a contested election of officers will not be held, and declare the slate of nominated candidates elected by acclamation.
B) Contested election: Should there be two or more candidates for at least one of the vacant positions, a regular election of officers will be held. The Nominating and Elections Committee shall send anonymous ballots to all members in good standing. All votes cast on ballots returned within the stated deadline shall be counted, and the election results shall be communicated promptly to the membership. The candidates receiving the largest number of votes from those cast shall be elected to the Executive Committee. Should a tie vote occur, it shall be resolved by special secret ballot, with the person who receives the most votes being elected.
Elected candidates shall take office at the time of the next Annual Meeting. Otherwise, persons elected shall take office upon notification.
ARTICLE EIGHT: Amendment of Bylaws
These Bylaws may be amended, repealed, altered or added to in whole or in part by a two-thirds majority vote of all eligible NOTA members, provided that the complete text of the proposed change is submitted to the membership in writing and provided that such change is not contrary to the stated aims and purposes of the ATA.
Amendments may be proposed by the Executive Committee or by petition of at least 30% of the NOTA membership. Any such petitions shall be given in writing to the Executive Committee and presented to the entire membership together with the recommendations of the Executive Committee.
ARTICLE NINE: Liabilities
Nothing herein shall constitute NOTA members as partners for any purpose. No member, officer or agent shall be held liable for acts, failure to act or public statements of any other member, officer or agent of NOTA. Nor shall any member, officer or agent be held liable for their acts or failure to act under these Bylaws, excepting those acts or omissions arising out of their willful misfeasance.
ARTICLE TEN: Funds
Paragraph I - Finances: NOTA is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. NOTA shall use its funds only for the objects and purposes specified in these Bylaws.
Paragraph II - Bonding: Persons entrusted with the handling of NOTA funds may be required, at the discretion of the Executive Committee, to furnish, at NOTA's expense, a suitable fidelity bond.
ARTICLE ELEVEN: Dissolution
NOTA may be dissolved by vote of a two-thirds majority of its members. In the event of such dissolution, any NOTA funds or property remaining after liquidation of all outstanding debts shall be donated to a suitable charitable or other non-profit organization.