BY-LAWS OF NEW YORK CITY METRO REGISTRY OF INTERPRETERS FOR THE DEAF, INC. (Revised 2007) ARTICLE I - NAME OF CORPORATION The name of this Corporation is the New York City Metro Registry of Interpreters for the Deaf, Inc., hereafter referred to as Metro RID. ARTICLE II - PRINCIPAL OFFICE The principal office for the transaction of the business of the Corporation is fixed and located in New York County, New York. The Board of Directors may at any time, or from time to time, change the location of the principal office from one location to another. ARTICLE III - PURPOSE Section 1 Principal Purpose As an affiliate chapter of the Registry of Interpreters for the Deaf, Inc., the principal purpose of this Corporation is to initiate, sponsor, promote and execute policies and procedures that will further the profession of interpretation of American Sign Language and English and the transliteration of English. The Corporation will abide by all mandates of the Registry of Interpreters for the Deaf, Inc. (RID) for affiliate chapters. Section 2 Objectives A. To maintain communication with RID with respect to the administration of certification tests. B. To maintain communication with members of New York City Metro RID, Inc. C. To maintain and promote a code of ethics for interpreters and transliterators. D, To provide for the professional development of certified and non-certified interpreters and transliterators. E To provide the public with information regarding interpreting and transliterating. F. To promote, maintain and distribute annually a directory of current members of Metro RID. G. To raise funds to support the purposes and activities of the Corporation. H. To support the activities of organizations, of and for Deaf persons, and of and for interpreters, transliterators and translators, insofar as such activities are not in conflict with the purposes of this Corporation. I. To maintain communication with other local affiliate chapters of the Registry of Interpreters for the Deaf, Inc., both in New York and throughout the United States. ARTICLE IV - MEMBERSHIP Membership in this Corporation shall be open to any person or organization that supports the goals and purposes of the Corporation. Section 1. Categories of Membership A. Voting members - The voting members of this Corporation shall be the persons who have paid the corporation's dues and assessments as set forth in Article VII and are members of R.I.D., Inc. There shall be two categories of voting members: Certified and Associate. B. Non-voting members - The non-voting members of this Corporation shall include persons and organizations that have paid the Corporation's dues and assessments as set forth in article VII. There shall be three categories of non-voting members: Student, Supporting and Organizational/Institutional. Section 2. Eligibility A. Certified member: Any individual who is actively engaged in the interpretation of American Sign Language and English and/or the transliteration of English and currently holding valid certification from RID, Inc. B. Associate member: Any individual who is actively engaged in the interpretation of American Sign Language and English and/or the transliteration of English but not currently holding valid certification from RID. C. Student member: Any non-certified individual currently enrolled in a course of study in the interpretation of American Sign Language and English and/or the transliteration of English. D. Supporting member: Any individual with an interest in supporting the goals, purposes and activities of NYC Metro RID, Inc. E. Organizational/Institutional member: Any organization/institution/agency/business with an interest in supporting the goals, purposes and activities of NYC Metro RID, Inc. Section 3. - Voting and Other Rights of Members A. Voting Members 1) CERTIFIED MEMBERS of this Corporation shall have the following rights, privileges and duties: a. One (1) vote at business meetings of the Corporation. b. Eligibility to run for and hold any office of the Corporation except Associate Representative. c. One (1) vote in any election of officers or Board members except for Associate Representative. d. To chair and participate in committees. e. To hold and submit proxies of any voting member. f. To nominate potential candidates for all positions of the Board. 2) ASSOCIATE MEMBERS of this Corporation shall have the following rights, privileges and duties: a. One (1) vote at business meetings of the Corporation except on issues of testing and certification in accordance with RID. b. Eligibility to run for and hold any office of the Corporation except President, Vice-President and President elect. c. One (1) vote in any election of officers or Board members. d. To chair and participate in committees. e. To hold and submit proxies for Associate members only. f. To nominate potential candidates for all positions of the Board. B. Non-voting members 1) STUDENT MEMBERS of this Corporation shall have the following rights, privileges and duties: a. To chair and participate in committees. b. To be present and participate in any meeting of the Corporation. 2) SUPPORTING MEMBERS of this Corporation shall have the following rights, privileges and duties: a. To chair and participate in committees. b. To be present and participate in any meeting of the Corporation. 3) ORGANIZATIONAL/INSTITUTIONS MEMBERS of this Corporation shall have the following rights, privileges and duties: a. To designate one (1) representative from the organization to serve as a representative to Metro RID. This person, indicated on the application of membership, will represent the organization with the same rights and privileges as a student or supporting member as stated in Article IV, Section 3, B1 & B2. ARTICLE V - MEETING OF MEMBERS Section 1. General Membership Meetings The general membership meetings of the members of this Corporation shall be held at least once every year at the office of the Corporation or at any other time or any other place determined by the Board of Directors. Announcements of all general membership meetings will be made at least two (2) months prior to the date of the meeting. Any changes in scheduled meetings will be announced to the Members of the Corporation at least fourteen (14) days before the date of the new meeting in writing via any generally acceptable method including, but not limited to, direct email, MetroRIDBits, the NYCMetroRID.org website, the Metro Newsletter, and/or by postal mail. During General Membership Meetings if there is a quorum Voting Members may conduct business by voting on motions. Section 2. - Quorum The presence in person or by written proxy of 1/10 of the total Voting Membership of the Corporation shall constitute a quorum for the transaction of business. Section 3. - Proxies A proxy shall be a written statement from a Voting Member empowering another Voting Member to vote in the first member's place. Certified Voting Members may hold proxies from any Voting Member. Associate Members may hold proxies for Associate Members only. [See Article IV, Sec. 3A] Section 4. - Conduct of Meetings Unless otherwise provided by the membership, all meetings shall follow Robert's Rules of Order (Revised). ARTICLE VI - DIRECTORS Section 1. - Composition of the Board of Directors All Directors shall be Voting Members of the Corporation at the time of election and during their tenure on the Board. A. Voting Members of the Board - The Board of Directors shall consist of the officers [President, Vice-President, Secretary, Treasurer], Associate Representative and four (4) Directors at Large. Any eligible Member of the Corporation may hold only one (1) Voting position on the Board of Directors. [See Article IV, Sec. 3A] B. Non-Voting Member of the Board - The Corporation allows for an ex-officio (non-voting) position of President-Elect. The President-Elect may also hold a Voting position on the Board. Any eligible Member of the Corporation may hold the position of President-Elect. [See Article IV, Sec. 3A] Section 2. - Term All officers [President, Vice-President, Secretary, Treasurer] and the Associate Representative are elected for a term of one (1) year beginning in January. All Directors at Large shall run for and serve two (2) year terms. The Associate Representative shall be elected for a term of one (1) year. Section 3. - Elections All Board Members are elected by the Voting Members of the Corporation. A. Annually the President shall appoint a Voting Member to chair the Nominations Committee. This Nomination Committee supervises the nomination and election of Members to the Board of Directors subject to the By-Laws of the Corporation. B. Nominations are conducted as per policy of the Corporation. A ballot listing all Members nominated for Board positions is mailed to all Voting Members. C. Each Voting Member shall have one (1) vote for each position except for Associate Representative, for which Certified Members shall not vote. [See Article IV, Sec. 3A] D. All elections shall be won by majority vote of the returned ballots. E. Elections shall be completed in time for the new Board to assume its responsibilities January 1st of the following year. F. In the event that positions of President and Vice President are vacant the outgoing board will appoint a steering committee for the purpose of maintaining the organization and adhering to the requirements and policies of National RID. The board will accept recommendations for members from the general membership until the day before the final board meeting of the year at which time the the committee members will be named and shared with general membership within the week. Section 4. - Board of Directors Powers and Responsibilities The Board of Directors is entrusted to act in the best interest of the membership of the Corporation. The Board of Directors shall have the powers to conduct, manage and control the affairs and business of the Corporation and to make rules and regulations, in a manner not inconsistent with the law, the By-Laws or the resolutions of the Corporation. The Board of Directors, however, may not decide issues pertaining to testing or certification or By-Laws. The Board may submit any action to the Voting Members as a motion. If a motion is presented to the Voting Members, the Board must act in accordance with the outcome of that vote. A. OFFICERS 1) PRESDIENT - The President shall have general supervision, direction and control of the business and affairs of the Corporation, and shall preside at all meetings of the members and shall have such other powers and duties as may be prescribed from time to time in the By-Laws. 2) VICE-PRESIDENT - In the absence or disability of the President, the Vice-President shall perform all duties of the President, and in so acting, shall have all the powers of the President. The President may assign such duties to the Vice-President as the President sees fit. The Vice-President shall have such other powers and perform such other duties as may be prescribed from time to time in the By-Laws. 3) SECRETARY - The Secretary shall keep a full and complete record of the proceedings of the Corporation and the Board, shall make service of such notices as may be necessary of proper, shall supervise the keeping of records of the Corporation, and shall discharge such other duties of the office as prescribed by the By-Laws. 4) TREASURER - The treasurer shall receive and safely keep all funds of the Corporation and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the Corporation signed by the President, Vice-President, Treasurer, or Secretary, or by such officers as may be designated by the Board as authorized to sign them. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. At the end of any given administrative year, the treasurer shall prepare and submit a projected budget for the following year to the Board of Directors. B. ASSOCIATE REPRESENTATIVE The Associate Representative shall represent the interests of the Associate Members at meetings of the Board of Directors of the Corporation. This officer shall have powers and duties as may be prescribed from time to time by the Board. C. DIRECTORS Directors-at-Large shall represent the interest of the Corporation members at meetings of the Board of Directors of the Corporation and perform other duties as may be prescribed by the Board. D. PRESIDENT-ELECT The President-Elect shall attend Board meetings of the Corporation as a non-voting member. H/she shall have powers and duties as may be prescribed from time to time by the Board. The President-Elect shall succeed to the Presidency after one year's term of office. Section 5. - Vacancies In the event of a vacancy of any position nominations to fill the unexpired term may be made by the Nominations Committee or by Members in good standing. During this period of vacancy, the President shall have the right to select a Voting Member in good standing to serve as Acting Director or Officer. Section 6. Regular Board Meetings A minimum of six (6) meetings of the Board of Directors of this Corporation shall be held every year at a place and a time designated by the Board of Directors The date and times of all Board meetings of any given year will be made available to members via generally acceptable methods, including but not limited to email, postal mail, Metro Newsletter or announced during General Membership meetings. All meetings of the Board of Directors shall be open to the voting membership. Any changes in meetings schedule and/or place will be announced via generally acceptable methods. Such notification shall be made to each Member of the Corporation at least fourteen (14) days before the date of the meeting. Section 7. - Quorum A majority of the Directors (5) shall constitute a quorum for the transaction of business of the Board. Section 8. - Special Meetings Special Meetings of the Board for any purpose or purposes may be called at any time by the President or by a majority of the members of the Board. Each member will be notified of the time and place of the meeting at least five (5) days in advance. The transactions of any meeting of the Board, however called and noticed and wherever held, shall be as valid as though conducted during a meeting held after regular call and notice, if a quorum is present. Section 9. - Action Without a Meeting Any action by the Board may be taken without a Board meeting if all Board members, individually or collectively, consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings. ARTICLE VII - DUES AND ASSESSMENTS Section 1. - Annual Dues Annual dues shall be paid by each member of the Corporation. Annual dues are payable on January 1 of each year. The amount of annual dues shall be that amount set from time to time at a General Membership Meeting by a vote of the Voting Members. (See Article VI, Section 4). Section 2. - Assessments Assessments may be levied on all members by resolution of the Board. Such assessments shall not exceed five dollars ($5.00). ARTICLE VII - COMMITTEES The President shall, immediately after election, appoint, subject to confirmation by the Board, the chairpersons of the standing committees specified by the By-Laws or created by the Board. The President shall designate a member of the Board to serve as ex-officio member of each committee. The members of each such committee shall be appointed by the chairperson and shall serve until their resignation, their removal by the Board, or until the next general election, whichever occurs first. ARTICLE IX- AMENDMENTS OF THE BY-LAWS The By-Laws may be amended or repealed by a vote of the Voting Members of the Corporation. The process for amending or repealing the By-Laws is as follows: 1- Any Voting Member in good standing may submit proposed changes to the Board, which will then either steps 4 through 7 or appoint an Ad Hoc By-Laws Committee to review the suggested changed and then follow steps 2 through 7. Or The Board of Directors appoints an Ad Hoc By-Laws Committee to review the By-Laws and suggest changes. 2- The By-Laws Committee solicits input from the Membership during this process. 3- Proposed changes are made available to the Board for input and review. The Board may solicit input from the Membership at any time. 4- The final changes are submitted to the Membership in writing. 5- No less than 45 days from the date the changes were submitted to the Membership a referendum vote is taken. The proposed changes are mailed out as a Motion to the Voting Members. A deadline for return of this vote is stated expressly. 6- A two-thirds (2/3) majority of the returned votes is needed to pass such Motion. 7 - The results of the vote is shared with the Membership as soon as possible.