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 the American Translators Association (ATA). Provision is made herein for the establishment of local Chapters and specialized-interest Divisions.

a. This Association shall be organized as a not-for-profit entity with the following objectives:

1) to promote the recognition of the profession;

2) to promote the communication and dissemination of knowledge for the benefit of translators and interpreters;

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

4) to stimulate and support the training of translators and interpreters;

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

6) to promote professional and social relations among its members.

b. The Association shall strive to meet those objectives by means such as 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 accreditation and 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 the training and continuing education of translators and interpreters;

6) supporting a system of mutual assistance for its members, including a reference library, 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.

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

a. Active:

1) Any person who (a) is professionally engaged in translating, interpreting, or closely related work, (b) is a citizen or permanent resident of the United States, or has achieved demonstrable professional status as determined by peer evaluation, is eligible for active membership.

2) Members having active status at the time provision a.1) went into effect will retain their status as long as their membership is not terminated and they continue to meet qualification (b).

3) Active membership is in the name of the individual only and confers to [sic] corporate or institutional membership on the individual's company, employer, or institution.

b. Corresponding: Any person who meets all qualifications for active membership except U.S. citizenship or permanent residence is eligible for corresponding membership.

c. Associate: Any person who does not meet all 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 or corresponding member.

d. Institutional: Institutional membership is open to any nonprofit institution with an interest in the translation profession. Membership shall be in the name of the institution, not as members in other classes in their own right.

Each institutional member shall designate in writing delivered to the Association a person who shall act as its representative for all purposes of Association membership. The institutional member may change such written designation at any time. Acts by such designated representative performed in the name of the institutional members shall be deemed, for purposes of Association membership, to be acts of the institutional member.

e. Corporate: Corporate membership is 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 an individual. Individuals associated with a corporate member may qualify as members in other classes in their own right.

Each corporate member shall designate in writing delivered to the Association a person who shall act as its representative for all purposes of Association membership. The corporate member may change such written designation at any time. Acts by such designated representative performed in the name of the corporate member shall be deemed, for the purposes of Association membership, to be acts of the corporate member.

f. Honorary: By a vote of two-thirds of the Board of Directors, honorary membership may be conferred upon individuals. Honorary members pay no dues but enjoy all rights and privileges of the membership class for which they are qualified. The total number of living honorary members shall not exceed fifteen at any one time, and not more than two may be elected in any one year.

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

b. Corresponding members have all the rights and privileges of active members except the right to vote and the right to hold Association office.

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

d. Institutional and corporate members have all the rights and privileges of active members except the right to vote, the right to hold office, and the right to take accreditation examinations. The rights shall be exercised through a person appointed by the organization holding the membership. This appointment does not confer individual membership on the designated person.

a. The annual dues for all classes of membership shall be established by the Board of Directors. Any person who has been an active member at least twenty consecutive years and who is at least sixty years of age shall be entitled to a reduction in dues. All life members of the Association at the time of enactment of these Bylaws shall be eligible for said reduction.

b. Dues are payable annually in advance by December 31 of the preceding year. Membership is considered lapsed when dues are two months in arrears. All rights and privileges are forfeit during the period of the lapse. Upon payment of the full annual dues, a lapsed membership shall be reinstated with all pertinent rights and privileges, except that an active member shall not have the right to vote or the right to be a candidate for office during the calendar year in which the membership has lapsed.

c. Membership shall be terminated when dues are twelve months in arrears. Persons or organizations whose membership has been terminated because of non-payment of dues must file new applications in order to restore their membership. When a period of three or more years has elapsed since the applicant was an active member of the Association, the Membership Committee may require either passage of an (or another) accreditation examination or the recommendation through a peer review process for reinstatement in that membership class.

a. Application for membership, accompanied by the. current year's annual dues, shall be submitted in due form to Association Headquarters for the attention of the Membership Committee.

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 Bylaws, the Membership Committee shall notify the applicant in writing of its decision.

c. An applicant who believes 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 shall be final.

a. A member may be expelled from the Association for any 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) conduct or public statements harmful to the profession, such as misrepresentation in advertising;

4) falsification or misrepresentation in the original application for membership in the Association;

5) false claims or implications of holding accreditation by the Association or of holding any office in the Association;

6) violation of the Association's code of professional conduct;

7) conviction of a felony.

b. The performance of any of the foregoing acts by an institutional or corporate member or by the designated representative of an institutional or corporate member acting in the name or on behalf of the institution or corporate member, or the conviction of a felony, may constitute grounds for expulsion of the institutional or corporate member.

c. A member may be expelled only by the followin procedure:

1) Written charges with written substantiation and a request for an investigation must be presented to the President. The President shall inform the member of the charges and forward the information to the Ethics Committee.

2) The Ethics Committee shall determine whether the charges warrant further investigation and shall report to the President, who shall inform the charge [sic] member and the source of the charges.

If the Ethics Committee recommends proceeding with the expulsion inquiry, the President shall provide details on the charge to the member. If the member resigns, the expulsion proceeding shall stop. However, any subsequent reinstatement as a member of the Association shall require the approval of the Board of Directors.

4) Should the charged member not resign, the President shall direct the Ethics Committee to continue its investigation of the charges. The charged member shall be given an opportunity to present a defense and shall be informed of any findings and recommendations in the case.

5) The Ethics Committee shall submit its findings and recommendations to the Board of Directors within six weeks after having been directed by the President to proceed. The President may grant an extension of time.

6) The Board of Directors must then vote on the matter at the Board Meeting following receipt of the Ethics Committee's report. A vote to expel shall require vote of 2/3 of the Board in order to pass. If the membership has lapsed since the initiation of the investigation, the Board may vote, by a simple majority, in favor of nonrenewal of membership for a determined period.

7) If the charged 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 Bylaws. If the expulsion is ratified, it shall be effective as soon as the votes have been tallied.

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

Board of Directors

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. All members of the Board of Directors must be voting members of the Association. 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 reelection, except that no Director may serve more than two consecutive full terms. Past Presidents of the Association shall have the right to speak at Board meetings without the right to vote.

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 decide on applications for membership; and to devise and execute such measures as the membership may direct or which, in the judgement of the Board of Directors, are necessary or desirable on behalf of the Association or in furtherance of its policies and objectives.

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. No proxy voting shall be allowed. Between meetings, the Board 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, 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 Board members at least twenty days in advance or, if given by other means than mail, must be received at least fourteen days in advance, unless the Board agrees unanimously to suspend this requirement.

When a vacancy occurs on the Board of Directors, the same shall be filled without undue delay by the Board of Directors. The appointee shall hold office until the annual meeting of active members, at which time a member shall be elected to serve the remainder of the unexpired term. Should the office of President become vacant, it shall be filled by the President-Elect.

Any Director or officer may be removed from office by vote of the active members at any annual or special meeting of such members. Any motion to remove a Director or officer may be presented to the active members for vote only upon a two-thirds vote of the Board of Directors, or upon submission to the President of a petition for removal signed by at least one hundred active members of the Association.

The Executive Committee shall consist of the elected officers of the Association, i.e. the President, President-Elect, Secretary and Treasurer, and a nonvoting staff member. It has 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:

a. The Executive Committee shall meet for transaction of Association business as authorized in Article V Section 1 at least twice a year. Three voting members of the Executive Committee shall constitute a quorum.

b. All members of the Board of Directors shall be notified at least twenty-four hours in advance of meetings of the Executive Committee and told the purpose of the meeting. The minutes of Executive Committee meetings shall be promptly approved by the Executive Committee and sent to all members of the Board of Directors.

The officers shall consist of a President, President-Elect, Secretary, and Treasurer. They 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 be, by virtue of their office, members of the Board of Directors. If the office of President-Elect, Secretary or Treasurer becomes vacant, the office shall be filled by vote of the Board of Directors pending the next annual meeting of the active members of the Association, at which meeting the expired term, if any, of such office shall be filled.

a. The President, as Chairman of the Board, 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, except the Nominating Committee, 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 fixed 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 applicable to the office of President as prescribed by the parliamentary authority adopted by the Association.

b. The President-Elect shall automatically become President at the end of the current term of office. The President-Elect shall perform all duties applicable to the office of vice-president as prescribed by the. parliamentary authority adopted by the Association and shall be a member ex officio of all committees, except the Nominating Committee, without the right to vote.

c. The Secretary shall perform the duties prescribed by these Bylaws and by the ATA parliamentary authority adopted by the Association where it does not conflict with the Bylaws. Some of the duties of this office may be delegated, if so authorized by the Board of Directors.

d. The Treasurer shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Association where it does not conflict with the Bylaws. Some of the duties of this office may be delegated, if so authorized by the Board of Directors. The Treasurer shall, at the expense of the Association, furnish a bond in a sum fixed by the Board of Directors. Disbursement of Association funds shall be by check only. The Treasurer shall maintain the financial records of the Association, arrange for an annual audit thereof by an independent agent and, upon request of the Board of Directors, open all records for inspection. The financial records maintained by the Treasurer remain the property of the Association.

Unless otherwise specified in these Bylaws, the President shall appoint all committee heads, all of whom must be voting members of the Association. Members of any committee shall be appointed in the same manner or selected by the head of the committee. Only voting members of the Association may serve on the Membership, Ethics and Nominating Committees.

a. Budget. The Budget Committee shall include, but not be 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, which shall be September 1.

b. Ethics. 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. The Ethics Committee shall deal with problems affecting the relationship of translators with their peers and others.

c. Membership. The Membership Committee shall examine and process applications for membership, as set forth in Article III of these Bylaws. Committee recommendations to reject applications shall be forwarded to the Board of Directors.

d. Nominating.

1) The Nominating Committee shall be appointed by the Board of Directors upon the recommendation of the President. It shall consist of five members, none 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 position of the Association. The names of the candidates proposed, whose written acceptances must have been obtained by the Nominating Committee, shall be presented 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 thirty-five voting members and shall be received by the Nominating Committee not later than thirty calendar days after publication by the Board of Directors of the names of the candidates the Nominating Committee has proposed.

e. Such other committees, standing or special, as are deemed necessary to carry on the work of the Association, may be established by the Board of Directors.

Officers, directors, chairmen and members of committees of the Association or any of its Chapters or Division shall receive no salary or other compensation for such services. Duly authorized expenses incurred on behalf of the Association shall be reimbursed.

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

a. The administration and management of the Association Headquarters shall be the responsibility of a salaried staff, who shall be appointed by the Board of Directors and shall have the titles as the Board of Directors may determine.

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

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.

The Association shall not be held responsible for statements or opinions advanced in its publications or in papers or discussions at meetings of the Association, or its Chapters or Divisions, nor for statements made by any of its members, officers or staff, except those authorized by the Board of Directors.

The annual meeting of all members shall be held at a time and place determined by the Board of Directors in conjunction with the annual meeting of the active members of the Association, and shall include such matters as determined by the Board of Directors, including presentation and installation of newly elected directors and officers.

Regular or special meetings of active members shall be held at such locations as shall be determined by the Board of Directors within or without the State of New York.

A meeting of the active members shall be held annually at such time and date as shall be determined by the Board of Directors, to fill all expiring terms of directors of this Corporation, to fill any existing vacancies on the Board of Directors for the remainder of the unexpired terms, and for the transaction of such other business as shall come before the meeting. At such meeting any vacancies in the positions of President-elect, Secretary or Treasurer shall also be filled for the, expired term. In odd-numbered years the President-elect, Secretary and Treasurer of the Corporation shall also be elected at such annual meeting. Unless otherwise determined by the. Board of Directors, the annual meeting of the active members shall be held in conjunction with the annual meeting of all members as provided in Article X.

Special meetings of the active members, for any purpose or purposes, may be called by the President or the Board of Directors, and shall be called by the. President at the request in writing by members entitled to cast 10% of the total number of votes entitled to be cast at such meeting.

a. Notices of annual and special meetings. Written notice of each annual or special meeting of active members shall be given, in person or by first class mail, to all active members, not less than 10 days nor more than 50 days before the date set for such meeting. Notice to members in the United States shall be sent by first class mail, and notice to members outside the United States shall be sent by air mail.

b. Notices of special meetings. In addition to the above requirements, a notice of a special meeting shall state the purpose for which the special meeting is called and indicate that the notice is being issued by or at the direction of the person or persons calling the meeting.

For the purpose of determining the members entitled to vote at any meeting of active members or any adjournment thereof, or for the purpose of any other action by the active members, the Board of Directors may fix, in advance, a date as the record date for any such determination of active members. Such record date shall not be more than 50 nor less than 10 days before the date of such meeting.

The Board of Directors may appoint one or more inspectors to act at the meeting or any adjournment thereof. The inspectors shall determine the members eligible to vote, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents and determine the result.

At any meeting of the active members, the members entitled to cast ten percent of the total number of votes entitled to be cast at the meeting or 100 votes, whichever is lesser, shall constitute a quorum for the transaction of any business. The active members may adjourn the meeting despite the absence of a quorum.

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for such member by proxy. Every proxy must be in writing and signed by the member or the member's attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

Each active member in good standing as of the record date of the meeting shall be entitled to one vote. Every elective office shall be filled by the candidate receiving the highest number of votes. Other matters submitted to membership vote shall be decided by a simple majority of those voting, except as otherwise provided by these bylaws or by law.

a. A Chapter serves as a forum for translator in a specific geographic area. It organizes meetings to further cooperation and information exchange among its member, provides information and services needed on the local level, serves as a means of communication between the national Association and local members, and supports and promotes the policies and objectives of the Association.

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 supports and promotes the policies and objectives of the Association.

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 bylaws 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 shall signify their desire to participate in the activities of the Division. The petition shall include a copy of the bylaws of the proposed Division.

c. Such petitions shall be submitted to the Board of Directors, which in its discretion, shall determine whether the Chapter or Division may be established.

a. Membership in the Association is not required for membership in a local Chapter. The president and vice-president(s) of the Chapter must be voting members of the Association. Other elected officials must be individual members in good standing of the Association. Individual Chapter members may vote in chapter elections.

b. Membership in the Association is required for membership in a Division. All voting members of the Division must be members in good standing of the Association. The officers of the Division must be voting members of the Association.

c. 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 policies and objectives of the Association.

d. Any changes in the bylaws of a Chapter or Division must be submitted to the Board of Directors of the Association for approval.

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

Funds for the operating expenses of a Chapter or Division may be provided by allotment of a share of the annual Association dues paid by the Chapter's or Division's members. Eligibility to receive such an allotment shall be determined by the Board of Directors of the Association. 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 or Division shall be used exclusively for purposes incident to fulfillment of the Association's policies and objectives.

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 two-thirds majority vote, may dissolve the said Chapter or Division.

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

a. These Bylaws may be amended only by a two-thirds vote of the active members of the Association at any regular or special meeting called for that purpose. The complete text of the proposed changes shall be submitted to each active member in writing prior to the meeting.

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 for presentation to the membership.

1992 Membership List