THE AMERICAN TRANSLATORS ASSOCIATION, INC.

BY-LAWS

As amended through October 1988

ARTICLE ONE - NAME AND GENERAL STRUCTURE

The name of this not-for-profit Association, a membership corporation organized and existing under the laws of the State of New York, shall be American Translators Association (ATA). Provision is made herein for the establishment of local Chapters and specialized-interest Divisions.

ARTICLE TWO - PURPOSES

a. This Association is organized as a non-profit entity with the following objectives:

(1) to promote the communication and dissemination of knowledge for the benefit of translators, interpreters and those who use their services;

(2) to formulate and maintain standards of professional ethics, practices and competence;

(3) to stimulate and support the training of translators;

(4) to provide a medium for cooperation with persons in allied professions; and

(5) to promote professional and social relations among its members.

b. The Association will strive to meet these objectives by means including but not limited to the following:

(1) publishing periodicals, bulletins, notices, glossaries, dictionaries, reports and any other publications that may further its objectives;

(2) holding periodic meetings;

(3) supporting programs of certification for translators who meet specific standards of competence;

(4) maintaining membership in professional organizations in related fields;

(5) working actively with universities, foundations, government agencies and other organizations in such matters as translator training and the continuing education of translators;

(6) supporting a system of mutual assistance for its members, including a reference library, a consultation service, and the like;

(7) conducting any and all other activities designed to further its objectives and promote the general welfare of the Association and its members.

ARTICLE THREE - MEMBERSHIP

Paragraph I - Classes

The membership of the Association shall consist of five classes: active, life, associate, institutional and corporate. In addition, honorary membership can be conferred by the Board of Directors.

Paragraph II - Eligibility and Qualifications

a. (1) Active: Any person who (1) is professionally engaged in translating, interpreting or closely related work, (2) is a citizen or permanent resident of the United States, and (3) has passed a basic level certification examination administered by the Association or has achieved demonstrable professional status as determined by peer evaluation is eligible for active membership.

(2) Members in active status at the time this provision goes into effect will retain their status as long as their membership is not terminated and they continue to meet qualifications (1) and (2).

(3) Active membership is in the name of the individual only and confers no corporate or institutional membership on the individual's company, employer or institution.

b. Life: Anyone who has been an active member at least 15 consecutive years and who is at least 60 years of age may become a life member by advising the Association of the desire to do so. Life members are exempt from the payment of dues.

c. Associate: Anyone who does not meet all three requirements for active membership but who desires to further the objectives of the Association is eligible for associate membership. Upon further qualification, an associate member may become an active member.

d. Institutional: Institutional membership shall be open to any non-profit institution with an interest in the translation profession. Membership shall be in the name of the institution, not in the name of an individual. Individuals associated with an institutional member may qualify as members in other classes in their own right.

e. Corporate: Corporate membership shall be open to any business firm with an interest in the translation profession. Membership shall be in the name of the firm, not in the name of the individual. Individuals associated with a corporate member may qualify as members in other classes in their own right.

f. Honorary: Honorary membership may be conferred upon an individual whom the Board of Directors nominates for such distinction by a two-thirds vote. Honorary members pay no dues but enjoy all the rights and privileges of the membership status for which they are qualified. The total number of living honorary members shall not Exceed 15 at any one time, and not more than two may be elected in any one year.

Paragraph III - Rights and Privileges

a. Active members shall have the right to attend any one of the Association's public meetings, use all of its membership facilities and receive all of the Association's regular publications free or at special membership rates. They shall also have the right to vote, the privilege of taking certification examinations and the right to hold Association, Chapter or Division office.

b. Life members have all the rights and privileges of active members with the exception of the right to hold Association office.

c. Associate members have all the rights and privileges of active members with the exception of the right to vote and the right to hold Association office.

d. An institutional or corporate member has all the rights and privileges of active members with the exception of the right to vote, the right to hold office, and the privilege of taking certification examinations. Its rights shall be exercised through an individual appointed by the organization holding the membership, and the Association must be informed in writing of the name of the designated individual. This appointment does not confer membership on the designated individual.

Paragraph IV Dues

a. The annual dues for all classes of membership shall be established by the Board of Directors.

b. Dues shall be payable annually in advance by December 31 of the preceding year. Membership shall be considered lapsed when dues are two months in arrears. A lapsed membership will be reinstated with all pertinent rights and privileges except the right to vote during that year upon payment of the full annual dues within the calendar year in which the membership lapsed. All rights and privileges are forfeit during the period of the lapse.

c. Membership is terminated when dues are 12 months in arrears. Persons or organizations who have terminated their memberships by nonpayment of dues must file new applications for membership in order to return to the Association.

Paragraph V - Application for Membership

a. Application for membership, accompanied by the current year's annual dues, shall be filed in due form with the Staff Administrator for the attention of the Membership Committee. Applications filed with any of the Association's Chapters or Divisions shall be forwarded to the national office for action.

b. Upon determination of the Membership Committee as to the class of membership for which the applicant is eligible, and unless the application must be acted upon by the Board of Directors as specified elsewhere in these By-Laws, the Membership Committee shall notify the applicant in writing of its decision.

c. An applicant who feels that membership in the class for which application was made was unjustly denied may appeal in writing to the Board of Directors. The decision of the Board of Directors shall be final.

Paragraph VI Expulsion

a. A member may be expelled from the Association for airy of the following causes:

(1) malfeasance in office as a director, committee head or officer of the Association or any of its Chapters or Divisions;

(2) conduct or public statements injurious to the Association;

(3) falsification or misrepresentation in his original application for membership in the Association;

(4) false claims or implications of holding certification by the Association or of holding any office in the Association;

(5) conduct or public statements harmful to the profession, such as misrepresentation in advertising or public denigration of a colleague in the profession without substantiation;

(6) violation of the Code of Professional Ethics.

b. A member may only be expelled by the following procedure:

(1) Written charges with written substantiation must be presented to the Board of Directors.

(2) The Board of Directors shall give the charged member the choice of resigning from the Association by means of written notice to the Secretary or of requesting an investigation.

(3) If the member requests an investigation, the Board of Directors shall immediately turn the charges over to the Ethics Committee. The charged member shall have the right to be present or represented at all hearings of the Committee.

(4) The Ethics Committee shall submit its findings and recommendations to the Board of Directors within six weeks. The Board of Directors may grant an extension of time.

(5) The Board of Directors must then vote on the matter within one month of receiving the Ethics Committee report. A vote to expel requires a 2/3 majority vote by secret ballot of all members of the Board of Directors.

(6) If the member is an elected officer or director, a decision to expel must then be ratified by the membership of the Association as specified elsewhere in these By-Laws. If the expulsion is ratified, it is effective as soon as the votes have been tallied.

c. A member who has been expelled may not re-apply for membership until at least three calendar years after the date of expulsion. The application for re-admission must be referred by the Membership Committee to the Board of Directors for acceptance or rejection.

ARTICLE FOUR . BOARD OF DIRECTORS

Paragraph I - Number and Term

The property, affairs, business and concerns of the Association shall be vested in a Board, consisting of the elected officers of the Association and nine Directors elected by ballot of the membership. The Directors shall serve overlapping three-year terms or until their successors are elected, with three directorships falling vacant every year. Directors shall be eligible for re-election, except that no Director shall serve more than two full consecutive terms. The President of the Association shall act as Chairman of the Board of Directors. All Past Presidents of the Association shall be notified of all meetings of the Board of Directors and shall have the tight to attend same without the right to vote.

Paragraph II Duties

The Board of Directors shall have the power and authority to manage the Association's property and to regulate and govern its affairs; to determine policies and changes therein; to specify and review the work of the elected officers; to approve applications for memberships; and to devise and carry into execution such measures as the membership may direct or which, in the judgment of the Board of Directors, are necessary or desirable on behalf of the Association or in furtherance of its purposes and objectives.

Paragraph III - Meetings and Quorum

a. The Board of Directors shall meet for transaction of Association business at least twice a year. Seven members of the Board of Directors shall constitute a quorum for the

transaction of such business. No proxy voting shall be allowed. Between meetings of the Board of Directors, the Board of Directors may adopt resolutions by mail, provided that no Board member opposes this procedure.

b. Special meetings of the Board of Directors may be called by the President with the approval of the Board, and the President must call a special meeting at the written request of six members of the Board. Notice of a special meeting must be mailed to all members 20 days in advance of the meeting, or if given by other means than mail, must be received 14 days in advance.

Paragraph IV - Vacancies

Whenever a vacancy occurs on the Board of Director, by death, resignation, or otherwise, the same shall be filled without undue delay by the Board of Directors, and the appointee shall hold office until the Annual Meeting following the next election, in which election a member shall be selected to seine the remainder, if any, of the unexpired term.

Paragraph V - Removal

a. Any one or more of the Directors or Officers may be removed by a vote of a majority of the members of the Association voting in a referendum to approve a recommendation to that effect from the Board of Directors.

b. A referendum for removal of one or more Directors or Officers may be initiated by a petition signed by at least 100 active members of the Association.

ARTICLE FIVE - EXECUTIVE COMMITTEE

Paragraph 1- Number and Term

a. The Executive Committee shall consist of the elected officers of the Association, i.e. the President, President-Elect, Secretary and Treasurer, and the (non-voting) Staff Administrator. It shall have such policy-making and executive authority as may be vested in it by the Board of Directors, except that it shall have no authority in the following matters:

(1) the submission to members of any action requiring members' approval.

(2) the filling of vacancies in the Board of Directors or Executive Committee;

(3) the fixing of compensation of the Directors for serving on the Board of Directors or on any committee;

(4) the amendment or repeal of the By-Laws or the adoption of new By-Laws;

(5) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so emendable or repeatable.

b. Officers shall hold office for two years or until their successors are elected. Only the Secretary and Treasurer shall be eligible to succeed themselves. All elected officers shall, by virtue of their office, be members of the Board of Directors.

Paragraph II Duties

a. The President shall preside at all meetings of the Association, the Board of Directors and the Executive Committee and shall be a member ex -officio of all committees without the right to vote. The President shall share with the Treasurer the right to sign checks and warrants for the withdrawal of Association funds and, at the expense of the Association, shall furnish a bond in a sum faced by the Board of Directors. The President shall execute all documents, obligations, contracts or other instruments when authorized by the Board of Directors or by vote of the members of the Association. The President shall perform such other duties as are necessarily incident to the office of the President.

b. The President-Elect shall automatically become President at the end of the current term of office. The President-Elect shall perform all duties conventionally required of a vice-president and shall be a member ex-officio of all committees without the right to vote.

c. The Secretary shall perform the duties prescribed by these By-Laws and by the parliamentary authority adopted by the Association where it does not conflict with the By-Laws. Some of the duties of this office may be delegated to the Staff Administrator if so authorized by the Board of Directors.

d. The Treasurer shall perform the duties prescribed by these By-Laws and by the parliamentary authority adopted by the Association where it does not conflict with the By-Laws. With the approval of the Board of Directors, some of the duties of this office may be delegated to the Staff Administrator. The Treasurer shall, at the expense of the Association, furnish a bond in a sum fared by the Board of Directors. Disbursement of the Association funds shall be by check only. The books and records maintained by the Treasurer shall remain the property of the Association and shall be delivered for inspection at any time upon the request of the Board.

Paragraph III - Meetings and Quorum

a. The Executive Committee shall meet for transaction of Association business as authorized in Article Five Paragraph I at least twice a year. Three voting members of the Executive Committee shall constitute a quorum for the transaction of such business.

b. All members of the Board of Directors shall be notified at least 24 hour, in advance of meetings of the Executive Committee and told the purpose of the meeting. The minutes of the Executive Committee meetings must be promptly approved by the Executive Committee and sent to all members of the Board of Directors by the Secretary.

ARTICLE SIX . COMMITTEES

Paragraph I - Appointments

Unless otherwise specified in these By-Laws, the President shall appoint all committee heads. Members of any committee shall be appointed in the same manner or selected by the head of the committee. Only active and life members may serve on the Membership, Ethics and Nominating Committee.

Paragraph II - Committees

a. Audit. The functions of the Audit Committee may be performed by an independent firm of certified public accountants, which shall examine and audit the books and records of the Treasurer at least once in each calendar year.

b. Budget. The Budget Committee shall include but is not limited to the members of the Executive Committee. This committee shall draw up a budget for each fiscal year to be

submitted to the Board of Directors for approval before the beginning of the fiscal year.

c. Ethics. The Ethics Committee deal with problems affecting the relationship of translators with their peers and others. All Past Presidents of the Association who wish to serve shall be members of this committee, and the committee shall consist of at least five members.

d. Membership. The Membership Committee shall solicit applicants and investigate their eligibility for membership, as set forth in Article Three of these By-Laws.

e. (1) Nominations. The Nominating Committee shall be appointed by the Board of Directors upon the recommendation of the President. It shall consist of five active members, no one of whom shall be a member of the Board of Directors or a candidate for office that year.

(2) The committee shall propose candidates for each elective office of the Association and for the Board of Directors. The names of the candidates so proposed and their written acceptances shall be presented by the Nominating Committee to the Board of Directors for publication to the members. .

(3) Further nominations, accompanied by the written acceptance of the nominees, may be entered by petition in writing endorsed by the signature of at least 35 voting members and shall be received by the Nominating Committee not later than 30 calendar days after publication by the Nominating Committee of the candidates it has proposed.

(4) The Nominating Committee shall prepare the official ballots and candidates' statements and shall otherwise administer the Election Code adopted by the Board of Directors.

ARTICLE SEVEN - COMPENSATION AND

ADMINISTRATIVE SECRETARIAT

Paragraph I Compensation

Officers, directors, heads and members of committees of the Association shall receive no salary or other compensation from it. Duly authorized expenses incurred on behalf of the Association shall be reimbursed.

Paragraph II Headquarters

The site of the Association's Headquarters shall be determined by the Board of Directors.

Paragraph III - Staff Administrator

a. The administration and management of the Association's headquarters shall be the responsibility of a salaried Staff Administrator, who shall be appointed by the Board of Directors, shall have such title as the Board of Directors may determine and shall continue to serve in this position indefinitely until such time as the appointment is terminated by the Board of Directors.

b. The function of the Staff Administrator shall be to ensure the continuity of all secretarial, administrative, clerical and other routine operations, direct the activities of the headquarters and perform such other duties as the President or Board of Directors may decide.

ARTICLE EIGHT - PUBLICATIONS AND PUBLIC STATEMENTS

Paragraph I Publications

The Association shall publish and distribute to its members and the public any material the Board of Directors may authorize. Control of all Association publications shall be vested in the Board of Directors.

Paragraph II - Public Statements

The Association shall not be responsible for statements or opinions advanced in its publications or in papers or discussions at meetings of the Association, or at meetings of Chapters or Divisions, or for statements made by any of its members, officers or staff, except those authorized by the Board of Directors.

ARTICLE NINE - ANNUAL MEETING

The Annual Meeting, held at a time and place determined by the Board of Directors, shall include the installation of Officers and Directors and the presentation of Annual Reports of the Board of Directors, Officers, and Committee Heads. Notice of the Annual Meeting shall be mailed to the last recorded address of each member at least twenty days before the date appointed for the meeting.

ARTICLE TEN - VOTING AND ELECTIONS

Paragraph I Voting

a. Each active member in good standing as of March 1 shall be entitled to one vote. All voting shall be by individual, secret mail ballot.

b. Every elective office shall be filled by the candidate receiving the highest number of votes. Other matters submitted to a membership vote shall be decided by a simple majority of those voting, unless otherwise stated in these By-Laws.

c. Whenever, in the judgment of the Board of Directors, a question arises that should be put to a vote of the entire membership, the Board of Directors may submit the question to a referendum vote by mail.

Paragraph H Elections

a. Dated ballots shall be mailed to all eligible active members by first-class mail to all addresses within the continental United States and Canada, and by air mail to all other points.

b. Ballots shall be tabulated by a Tellers Committee, all of whose members shall be appointed by the President and confirmed by the Board of Directors. The functions of the Tellers Committee may be performed by an independent firm of Certified Public Accountants if so decided by the Board of Directors.

c. The successful candidates shall take office at the close of the Annual Meeting.

d. All candidates shall be required to adhere to an Election Code established by the Board of Directors. Allegations that a candidate failed to abide by the Election Code must be received in writing by the Board of Directors before the Annual Meeting at which the accused candidate is to take office. The candidate shall take office pending final solution of the matter, and the Board of Directors shall refer the charges to the Ethics Committee for prompt investigation. The Ethics Committee must complete its investigation and report to the Board of Directors before the next meeting of the Board. If the Ethics Committee determines that the candidate violated the Election Code, the Board of Directors may rescind the election of said candidate, declare the seat vacant, and fill the vacancy as provided in these By-Laws.

ARTICLE ELEVEN--CHAPTERS AND DIVISIONS

Paragraph I Purposes

a. A chapter serves as a forum for translators in a specific geographical area, organizes meetings to further cooperation and information exchange among its members, provides information and services needed on a local level, and serves as a means of communication between the national Association and the local group. It supports and promotes the objectives of the Association at the local level.

b. A Division consists of members who share a common interest in a specific aspect of the profession. It serves as a means of communication between its members and the Board of Directors, provides information and services to its members in their own specific field of interest, organizes meetings to further cooperation and information exchange among them, and promotes the purposes of the Association.

Paragraph II - Establishment

a. A petition for the establishment of a Chapter must be signed by twenty or more voting members of the Association who reside or work in the geographic area defined in the petition and who shall signify their individual intention to remain members of the Association. The petition shall include a copy of the By-Laws of the proposed Chapter.

b. A petition for the establishment of a Division must be signed by twenty or more voting members of the Association who desire to participate in the activities of the Division. The petition shall include a copy of the By-Laws of the proposed Division.

Paragraph III - Membership and By-Laws

a. All voting members of a Chapter must be active members in good standing of the Association. An eligible member may, but need not, affiliate with the local Chapter. Nothing shall prevent a Chapter or Division from establishing additional objectives and requirements for membership, provided that such qualifications are not based on race, creed, sex, political belief or national origin and are not contrary to the stated aims and purposes of the Association.

b. Where the By-Laws of a Chapter or Division are in conflict with the By-Laws of the Association, the By-Laws of the Association shelf take precedence and those of the Chapter or Division shall be null and void.

Paragraph IV - Relations with National Association

Every Chapter and Division shall submit a report of its activities and a financial statement to the Board of Directors of the Association annually.

Paragraph V - Operating Funds

Funds for the operating expenses of a chapter may be provided by allotment of a share of the annual Association dues paid by the Chapter's members. Each year eligibility to receive such an allotment shall be determined by the Board of Directors of the Association on the basis of the Chapter's financial statement for the previous year. Requests for additional funds or loans may be submitted to the Board of Directors and may be granted by the Board of Directors at its discretion. All funds received by a Chapter shall be used exclusively for purposes incident to fulfillment of the Associations objectives.

Paragraph VI - Revocation of Charter

When the activities of a Chapter or Division are deemed to run counter to the established policies, objectives or good name of the Association, the Board of Directors by a 2/3 majority vote may dissolve the said Chapter or Division.

ARTICLE TWELVE - AMENDMENT OF BY-LAWS AND PARLIAMENTARY AUTHORITY

a. These By-Laws may be amended, repealed, altered or added to in whole or in part by a majority vote of the active members of the Association voting in a secret mail referendum, provided that the complete text of the proposed change is submitted to each member in writing.

b. Amendments may be proposed by the Board of Directors or by petition of fifty voting members of the Association. Proposals originating by petition shall be submitted in writing to the Board of Directors and shall be presented to the membership with the recommendations of the Board of Directors.

c. The rules contained in the current edition of Robert's Rules of Order Nearly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Association may adopt.