AID Bylaws for 2006

OFFICIAL BYLAWS

Article I.
MEMBERSHIP

Section 1. Categories of Membership:
This association shall have the following categories of membership:
A. Voting Members
1. Regular Member
2. Student Member*
3. Lifetime Member

B. Non-voting Members
1. Supporting Member
2. Student-Supporting Member*
3. Honorary Member

Section 2. Eligibility:
A- 1.Regular Member: Those persons, age 18 or over, having current dues paid, possessing skills or desiring skills in interpreting shall have voting rights; may be elected to any office of the AID Executive Board, may serve on committees and chair those committees.

2.Student Member: Those persons, age 18 or over, having current dues paid, possessing skills or desiring skills in interpreting, have completed a minimum or 27 credit hours in an ITP curriculum, and can show proof of satisfactory completion of said hours shall have voting rights; may be elected to any office of the AID Executive Board, and may serve on committees and chair those committees.*

3. Lifetime Member: Persons so elected at the Annual Meeting of AID, in recognition of continued outstanding service to the interpreting profession and AID; shall be given all rights and privileges of Regular Membership of AID, must maintain Regular Membership in TSID, but shall not be required to pay AID membership dues

B-1. Supporting Member: Those persons, age 18 or over, having current dues paid, interested in the profession of interpreting; shall not have voting privileges in AID; may not be elected to office in AID but may serve on committees and chair those committees.*

2. Student Supporting Member: Those persons, age 18 or over, having current dues paid, are enrolled in an ITP curriculum or ASL classes, interested in the profession of interpreting; shall not have voting privileges in AID; may not be elected to office of the AID Executive Board, but may serve on committees and chair those committees. This membership is limited to 3 years total, non-consecutive or consecutive. *

3. Honorary Member: Those persons so elected at an AID meeting, for a period of one (1) year, in recognition of outstanding services to the interpreting profession and AID. .

Section 3. Voting Rights:
A. Each voting member shall have one vote in meetings and elections.

Section 4. Termination of Membership:
A. Resignation: Any member may resign before the expiration of membership by filing a written notice with the Executive Board of the association and surrendering the association membership card. Such resignation renders membership invalid.
B. Loss of Rights and Privileges: Upon termination of membership, all rights and privileges immediately cease. There shall be no refund of dues.

1. Termination will result if a grievance is filed in writing against any member for misconduct in or relating to the interpreting field or misconduct in or relating to AID business.

2. Final decision of termination shall be by a vote of 2/3 the total voting membership. The Executive Board may call a special or emergency meeting for this reason

3. Quorum for such meetings shall be 2/3 of the total voting membership.*

Section 5. Reinstatement:
Reinstatement Following Termination for Non-Payment of Dues or Resignation: Upon re-application for membership and receipt of payment of annual dues for the current year, a member can be reinstated.

Terminated members may be reinstated after a minimum of 2 years hiatus. Terminated member must provide:

a. A letter of request outlining the reasons for termination and the reasons for reinstatement.

b. Must have at least 3 endorsements from regular member.

c. Must have at least one endorsement from a Board member.

Reinstatement shall be granted at a regular meeting upon a 2/3 approval of the total voting membership. Termination quorum applies. *

Section 6. Change of Membership Category:
A member should change category of membership immediately upon a change in membership eligibility. Furthermore, a new application must be filed along with payment of annual dues for the new category, within thirty (30) days of the change in eligibility. Payment shall be the prorated difference between the former category and the new category.

Section 7. Transfer of Membership:
Membership in this association is not transferable or assignable. All rights of membership cease at the member's death.

Section 8. Liabilities of Members:
No individual who is now or who later becomes a member of this association shall be personally liable to its creditors for any indebtedness, or liability, and any and all creditors shall look only to the assets of this association for payment.

Section 9. Veto Powers:
Any decision of the Executive Board may be vetoed by a two-thirds (2/3) majority vote of those eligible and voting during a regular or special meeting of the membership (see Article IV).

Section 10. Benefits for Members:
The AID Executive Board may grant waivers, discounts, or certificates to members for volunteer services rendered for the benefit of AID.**

Section 11. Voting by Proxy*
Any action of the association requiring a 2/3 majority approval of the total voting members of the association may have votes obtained by proxy.*
a. A proxy vote must be returned within two weeks of the receipt of a request for a proxy vote when the member will not be present at a special, or regularly called meeting. Proxy votes must be submitted within the above time frame to the secretary by mail, fax, or electronic mail. *

Article II.
MEETINGS OF MEMBERS

Section 1. General Meetings:
General Meetings shall be held at least four (4) times per year, with a notice of time and place of meeting to be given at least ten (10) days prior to the meeting. They shall be held for the purposes of providing for professional development of the membership, to conduct necessary business of the association and to provide a forum for the exchange of information among members and the general public on or about interpretation and transliteration.

Section 2. Special Meetings:
Special meetings may be called at any time by the Executive Board or by written petition of not less than ten (10%) percent of the voting members of the association, sent to the Executive Board. Written notice of the time and place of special meetings shall be given at least ten (10) days prior to the meeting.

Section 3. Place of Meetings:
The Executive Board may designate anyone place as the place of meeting for any general or special meeting called.

Section 4. Quorum:
A quorum to conduct business at general and special meetings shall consist of both:
A. One-tenth (1/10) of the voting membership.
B. One-half (1/2) of the Executive Board.

Article III.
BOARD MEMBERS AND EXECUTIVE MEETINGS

Section 1. Number of Board Members:
The number of Board Members shall be nine (9) unless and until the number of Board Members is changed by amendment to these Bylaws.

Section 2. Composition of Executive Board:
The Executive Board shall be comprised of President, First Vice-President (2), Editor, Secretary, Treasurer, Parliamentarian, President Elect* and Representative to TSID.

Section 3. Powers:
Subject to the limitations of the other sections of these Bylaws, all powers of the association shall be exercised by or under the authority of, and the business and affairs of the association shall be controlled by, the Executive Board. Furthermore, the specific powers include the power to conduct, manage, and control the affairs and business of the association, and to make rules and regulations not inconsistent with law, the Articles of Incorporation, or the Bylaws.

Section 4. Duties:
A. Executive Board
1. To perform any and all duties imposed on them collectively or individually by these Bylaws or by the mandate and direction of the voting membership of this
association.
2. To approve a budget, annually.
3. To submit a written report to editor within 5 days of each meeting called. *

B. Officers
1. President
a. The President shall have general supervision and direction of the business and affairs of the association. He/she shall preside at all meetings of the members and/or Executive Board and shall have such other powers and duties as may be prescribed, from time to time by the Executive Board or the members.
b. The President shall appoint such committees as may be provided for in the Bylaws, and may create such other committees as may be mandated by the membership or may be deemed necessary in promoting the purposes of the association, and shall coordinate volunteers as needed for such duties. *
c. The President shall have the right to sign checks in accordance with the annual approved AID budget.*
d. The President shall represent the association in all activities except those expressly prohibited by law by the Bylaws.
e. The President shall provide reports to the membership, including all actions of the Board,* and activities of committees.

2. Vice-President
a. 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 Vice-President shall have such other powers and perform such other duties as may be pre- scribed, from time to time, by the Executive Board.
b. The Vice-President shall be responsible for the planning and executing of all AID sponsored workshops; and shall be responsible for coordinating for guest speakers or other professional development activities. This office shall consist of two (2) persons; shall submit a written report to the Membership at each meeting.
c. The VP shall hold discount cards under the name of AID for the purchase of materials for workshops.*
d. Shall coordinate with the editor for the publishing of promotional materials for workshops.*
e. Shall be responsible for the submission of sponsorship letters to local businesses to be used for AID goals and purposes.*
f. Shall share the responsibility of correspondence with the secretary. *

3. Editor
a. The Editor shall be responsible for the coordination, compiling, writing, and distribution of information via the AID Newsletter. There will be a minimum of four (4) issues annually. This person(s) will be responsible for printing and mailing, and will forward receipts of expenses incurred to the Treasurer for reimbursement; shall submit a written report to the Membership at each meeting.
b. The Editor shall coordinate with the VPs for the publishing of promotional materials for workshops.*

4. Secretary
a. The Secretary shall keep a full and accurate record of the proceedings of the Executive Board and of all meetings of AID; shall conduct all correspondence of AID and shall issue notices of meetings as directed by the President.
b. The Secretary shall discharge such other duties of the office as prescribed by t he Executive Board; shall submit a written report to the Membership at each meeting.
c. The Secretary shall be responsible for the publishing of agendas from the Executive Board if received within 5 days of regular meetings. *
d. The Secretary shall inform the membership of unapproved minutes within 10 days of the regular meeting for review to be approved at the next meeting. *

5. Treasurer
a. The Treasurer shall supervise the receipt and safekeeping of all funds of the association and deposits that may be designated by the Executive Board. Those funds shall be paid out only on checks of the association signed by the President, *Treasurer.
b. The Treasurer shall keep an up-to-date roster on a monthly basis of the membership and standing (status) of each member; shall give copies of same to AID' s Board and membership; shall file a written Treasurer's report at each TSID Annual Conference.
c. The Treasurer shall present his/her records to the Audit Committee at the end of the fiscal year prior to AID's Annual Meeting; request by the President and/or Executive Board, and/or upon termination of office; shall submit a written report to the Board and* Membership at each meeting.

6. Parliamentarian
a. The Parliamentarian shall rule on questions involving parliamentary procedure; shall chair the Nominating Committee; be responsible for all voting by ballot, show of hands and other methods of voting.
b. The Parliamentarian shall chair any Revisions Committee; shall submit a written report to the Membership at each meeting; and shall submit a report to the Membership.
c. Shall work with the president elect on parliamentary procedures.*

7. Representative to TSID
a. The Representative to TSID Executive board shall attend at least two (2) official meetings of the TSID Executive Board, and must attend TSID Board training; shall vote on behalf of AID; shall report to AID any issues being discussed on the state level; shall report to AID any information disseminated at the TSID Executive Board Meeting; shall inform the TSID Executive Board of AID's needs; shall act as liaison between TSID and AID, and shall assist in maintaining cooperation and affiliation between TSID and AID.
b. The Representative to TSID shall be reimbursed for any travel expenses incurred attending the TSID Executive Board Meetings and may, if necessary, be advanced up to $200.00* for transportation costs to attend the TSID Executive Board Meetings, as approved by AID's Executive Board and as funds are available; shall submit a written report to the Membership at each meeting.
c. The Representative to TSID shall be responsible for sending the AID Chapter reports to the TSID InterpreTexan on a regular basis; shall submit reports to the membership.

8. President Elect*
a. Shall work with Parliamentarian on procedures of Robert’s Rules of Order, Bilaws, constitution and other parliamentary procedures of or relating to AID.
b. Will serve on committees under the Parliamentarians rule. *
c. Will assist the President with duties in preparation for a coming term as AID President.*
d. Will serve at least one year as President Elect with the intent of serving at least one year as AID President. *

Section 5. Term of Office:
A. Officers: Terms of office for President, Vice-President (2), Editor, Secretary, Treasurer, Parliamentarian, shall be for one (1) year, providing they are not already serving an unfinished term of office.
B. Consecutive Terms:
1. Officers: No Officer shall hold the same office for more than two (2) consecutive terms.

Section 6. Qualifications:
All candidates for the Board shall have been a Certified or Associate Member in good standing of AID or any other TSID Chapter the preceding membership year.

Section 7. Nominations:
The Nomination Committee shall present a slate for elective officer positions not later than thirty (30) days prior to elections. Other nominations may be made from the floor, provided the person nominated has been asked, is eligible to serve, and is willing to serve.

Section 8. Elections:
A. Voting shall be done by ballot unless there is only one (1) candidate for office.
B. A simple majority of those present and eligible to vote and voting is required for election.
C. Contested elections shall be determined by plurality of those eligible and voting.
D. Election results shall be made known to the candidates within thirty (30) days of the election and shall be published in the first edition of the newsletter following the election.

Section 9. Vacancies:
Vacancies of the Executive Board shall exist upon the death, resignation or removal, and/or whenever the number of Executive Board Members is increased by amendment to these Bylaws.
A. Resignation: Any board member may resign upon giving thirty (30) days written notice to the President.
B. Removal of Board Members:
1. Removal Due to Legal Action: The Executive Board may declare vacant the office of any board member who has been declared of unsound mind by final order of court, or convicted of a felony.
2. Removal for Cause: A move for removal of any board member may be brought by the Executive Board or by a majority of the voting membership only after it has been established that he/she has not been acting in good faith in the fulfillment of the duties inherent in the office. A three-quarters (3/4) majority vote of the Executive Board is required for a resolution for removal, during a meeting in which reasonable notice of action has been given to the interested party.
C. Appointment to Fill a Vacancy: Any vacancy occurring in the Executive Board may be filled by the affirmative vote of a majority of the remaining directors, though maybe less than a quorum of the Executive Board exists. A board member appointed to fill a vacancy shall be appointed for the unexpired term of her/his predecessor in office. In the event of an uncontested election, the presiding officer shall cast one ballot for the nominee.

Section 10. Executive Board Meetings:
A. Executive Board Meetings: Executive Board Meetings shall be held at such time as to be determined by the Executive Board. Such meetings may be held at any place designated by the Executive Board.
These may be called by the President or by any two (2) Board Members, with a majority vote of approval by the Executive Board, and such meetings shall be held at the place designated by the person or persons calling the meeting.

Section 11. Quorum:
A majority of the Executive Board shall constitute a quorum for the transaction of business; but if fewer than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice.

Section 12. Majority Action as Board Action:
Every act or decision done or made by a majority of the board members present at a meeting duly held at which a quorum is present is the act of the Executive Board, unless the Bylaws of this association, require a greater percentage or different voting rules for approval of a matter by the Board.

Section 13. Conduct of Meetings:
Meetings of the Board shall be presided over by the President, or, in his/her absence, by the Vice-President, or by a Presiding Officer chosen by a majority of the Board present at the meeting. The Secretary shall act as recording secretary at all meetings of the Board, and, in his/her absence the Presiding Officer shall appoint another person to act as secretary of the meeting.

Article IV.
COMMITTEES

Section 1. Type and Composition of Committees:
The association shall have Standing Committees, and may have Special and/or Ad Hoc Committees. Committees shall be composed of at least three (3) members, unless otherwise regulated by the Articles of Incorporation, or these Bylaws.

Section 2. Appointments:
Unless otherwise specified in these Bylaws, the members of all committees shall be appointed by the Chair of the committee subject to approval of a majority Executive Board. Furthermore, the President shall designate a member of the Board to serve as an "ex-officio" member of each committee.

Section 3. Standing Committees:
The Executive Board by a two-thirds (2/3) majority vote, shall have the right to establish any standing committee deemed necessary to carry out the objectives of the association as set forth in these Bylaws and/or mandated by the voting membership. Standing committees shall be comprised of AID members, appointed by the Chair subject to approval of the Executive Board. The standing committees of this association shall include, but not be limited to, the following:
1. Nomination Committee
2. Audit Committee

Section 4. Special or Other Committees:
The President, upon approval by the Executive Board, shall appoint any special and/or ad hoc committees as may be deemed necessary to carry out the objectives or activities of the association as set forth in these Bylaws and/or as mandated by the voting membership of the association.

Section 5. Term of Office:
Each member of a committee shall serve until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof, or such member resigns.

Section 6. Vacancies:
Vacancies in the membership of any committee may be filled by appointment.

Article VI.
EXECUTION OF INSTRUMENT, DEPOSITS AND FUNDS

Section 1. Execution of Instruments:
Unless so authorized, no officer, or agent shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount without majority approval of the Executive Board.

Section 2. Checks and Notes:
Except as otherwise specifically determined by resolution of the Board or as otherwise required by law, checks, drafts, orders for payment of money, and other evidence of indebtedness of the association, shall be signed by the either the President, Treasurer or Secretary.

Section 3. Deposits:
All funds of the association shall be deposited from time to time to the credit of the association in such banks, trust companies, or other depositories as the Board may designate.

Section 4. Gifts:
The Board may accept on behalf of the association any contribution, gift, bequest or device for the nonprofit or public purpose of the association.

Article VII.
ASSOCIATION RECORDS AND REPORTS

Section 1. Maintenance of Association Records:
A. Minutes of all meetings of Board, committees of the association and meetings of members, indicating the time and place of such meetings, the notice given, and the names of those present and the proceedings thereof.
B. Adequate and correct books and records of accounts, including transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
C. A record of its members, indicating their names and addresses, the category of membership held by each member, qualifying criteria for membership, the termination date of any membership and related information.
D. A copy of the association's Bylaws as amended to date, which shall be open to inspection by the members of the association at all reasonable times.
Section 2. Board Member's Inspection Rights:
Every Board members shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the association.

Section 3. Members' Inspection Rights:
Each and every member shall have the right to inspect the Association's records, for a purpose reasonably related to such person's interest as a member as determined by the Board:
A. Upon submitting a written request to the Executive Board, with a ten (10) business days notice, which request shall state the purpose for which the inspection is requested.
B. To obtain from the association, upon written request and payment of a reasonable charge, as determined by the Executive Board, a list of the names, addresses and voting rights of those members entitled to vote in elections as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date, if denied. The request shall state the purpose for which the list is requested. The membership list shall be made available on or before the latter of ten (10) business days after the request is received or after the date specified therein as of which the list is to be compiled.
C. Inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written request to the association by the member, and with a ten (10) business days' notice for a purpose reasonably related to such person's interests as a member.

Section 4. Right to Copy and Make Extracts:
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

Section 5. Annual Report:
The Board shall require an Annual Report to be furnished by the designated officers not later than forty-five (45) days after the close of the association's fiscal year to all the Executive Board Members and members. Such report shall contain the following information in appropriate detail:
A. The assets and liabilities of the association as of the close of the fiscal year.
1. The principal changes in assets and liabilities during the fiscal year.
2. The revenue or receipts of' the association, both unrestricted and restricted to particular purposes, for the fiscal year.
3. The expenses or disbursements of the association, both for general and restricted purposes, during the fiscal year. The annual report shall be accompanied by any report thereon by independent accountants, or, if there is no such report, the certificate of an authorized officer of the association that such statements were prepared without audit from the books and records of the association.

Article VIII.
FISCAL YEAR OF THE ASSOCIATION

The fiscal year of the association shall begin on the first (lst) day of July and end on the thirtieth (30th) day of May in each year.

Article IX.
FEES, DUES AND ASSESSMENTS

Each member must pay, within the time and on the conditions set by the Board and these Bylaws, the annual dues in amounts to be fixed from time to time by the Board. The Board shall not increase or decrease membership dues by more than ten percent (10%) without a majority vote of the membership. The dues shall be equal for all members of each category, but different dues may be set for each category.

Section 1. Payment of Dues:
Payment of dues shall be in advance of the first (lst) day of July of each fiscal year.

Section 2. Reinstatement Fees:
The Board may determine from time to time the amount of a reinstatement fee, if any, and the manner in which such fees must be paid. Furthermore the Board may determine and assign the payment of a reasonable late fee. Reinstatement following termination shall be contingent upon payment of dues and such reinstatement and/or late fees as shall be assigned by the Board.

Article X.
AMENDMENT OF BYLAWS

Section 1. Amendment by Members:
New Bylaws or amendments to these Bylaws must be moved and seconded by voting members. New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of two-thirds (2/3) majority of the voting members of the association, eligible and voting during a regular or special meeting of the membership. However, any amendment which would materially and adversely affect the rights of any other category of members as to voting or transfer, differently than such action affects another category, must be approved by a two-thirds (2/3) majority of the members of such affected category. Furthermore, no amendment may be voted on during the same meeting, whether regular or special, at which such amendment is proposed, without prior notice. All amendments to Article IV (Meetings of Members) must be voted on and reported to the membership no later than thirty (30) days prior to any general or special meeting.

Quorum for Amendment of Bilaws: In respect to a meeting where bylaws may be adopted, amended or repealed a quorum shall consist of at least 2/3 of the total-voting members of the association. A voting quorum shall be counted as all those votes received by members either in person or by proxy.*

Article XI.
PARLIAMENTARY AUTHORITY

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.

Article XII.
NON-DISCRIMINATION POLICY

The AID shall not discriminate in matters of membership or office positions on the basis of age, color, creed, disability, ethnicity, hearing status, national origin, race, religion, sex, or sexual orientation.

Bylaws are effective 5-1-94.

Revisions approved 8-1-96 and applied 8-16-2005.