BYLAWS OF THE MIDWEST ASSOCIATION OF TRANSLATORS AND INTERPRETERS

The MATI Bylaws were approved by the ATA in October 2003 and are available here for members to review.

ARTICLE 1. NAME

Section 1.1 Name. The name of this Association is the Midwest Association of Translators and Interpreters (hereinafter, the "Association"). The Association is organized as a not-for-profit corporation under the laws of the State of Illinois.

ARTICLE 2. OBJECTIVES

Section 2.1 Objectives. This Association, a chapter of the American Translators Association, Inc. (“ATA”), shall abide by the ATA Bylaws, policies, and rules. The Association is established by and for translators and interpreters in the states of Indiana, Illinois and Wisconsin and shall have the following objectives:

2.1.1 To promote the recognition and advancement of translation and interpretation as professions.

2.1.2 To promote high standards of professional ethics and business practices for professionals in the translation and interpretation fields.

2.1.3 To advocate for the rights and interests of professional translators and interpreters.

2.1.4 To encourage and support the formation of local groups of translators and interpreters within its geographic area to fulfill similar objectives.

2.1.5 To provide information to professionals in the translation and interpretation fields to improve their business abilities and assist newcomers to the profession in establishing themselves in the marketplace.

2.1.6 To support certification, education, training and professional development opportunities for translators and interpreters.

2.1.7 To cooperate actively with the ATA and other groups who represent these professions.

2.1.8 To provide an open forum in which translators and interpreters and those in allied fields can network and discuss common objectives and issues of mutual interest.

2.1.9 To educate the public and influence public policy as it applies to the professions of translation and interpretation.

ARTICLE 3. ACTIVITIES

Section 3.1 Activities. The Association will strive to meet these stated objectives through the following activities:

3.1.1 A minimum of six meetings per year to be held in various locations as designated by the Board of Directors.

3.1.2 Publishing a quarterly newsletter.

3.1.3 Organizing an annual conference, the site of which shall be rotated among the states represented in the Association.

3.1.4 Organizing events of particular interest to professionals in the fields of translation and interpretation, including the sponsorship of certification examinations.

3.1.5 Conducting any and all other activities designed to advance the Association’s objectives and promote the general welfare of its members.

ARTICLE 4. MEMBERSHIP

Section 4.1 Membership. Any person or entity with a professional or academic interest in translation and interpretation who agrees to adhere to the Bylaws of the Association and the ATA Code of Professional Conduct is eligible to become a member of this Association. To that end, admission will be determined by application based upon guidelines set forth by the Membership Committee and approved by the Board of Directors.

Section 4.2 The membership classes available are:

4.2.1 Individual. Open to any person who is a professional translator or interpreter or any person with an interest in the field who desires to further the objectives of this Association.

4.2.2 Institutional. Open to any non-profit organization with an interest in translation or interpretation. 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 the individual class 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 institution may change such written designation at any time.

4.2.3 Corporate. Open to any firm or business with an interest in translation and interpretation. Membership shall be in the name of the firm or business, not in the name of an individual. Individuals associated with a corporate member may qualify as members in the individual class 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 corporation may change such written designation at any time.

4.2.4 Corresponding. Open to any non-US resident individual, institution or corporation in the translation or interpretation profession or with an interest in translation and interpretation. If an institution or corporation, membership shall be in the name of the institution or corporation, not in the name of an individual.

4.2.5 Student. Open to graduate and undergraduate college/university students enrolled full-time in any program or part-time in a translation or interpreting-related program, including foreign language study.

Section 4.3 Rights and Privileges. Members shall be entitled but not limited to the following benefits:

4.3.1 Individual Members shall have the right to vote, hold office in the Association, and attend any meeting of the Association.

4.3.2 Individual Members shall receive all regular publications of the Association free of charge or at special membership rates.

4.3.3 Institutional, Corresponding, Student and Corporate Members shall have all the rights and privileges of Individual members, with the exception of the right to vote and the right to hold office. Additionally, Student Members are not eligible to be listed in any directory of translation and interpreting services the Association may publish.

Section 4.4 Advertising. All members of the Association shall have the right to advertise in the publications of the Association at special membership rates.

Section 4.5 Disciplinary Actions. Disciplinary actions, including censure, suspension, or expulsion, may be taken for any of the following causes: Conviction of a felony or other crime of moral turpitude under federal or state law in a matter related to the practice of, or qualifications for, professional activity.

4.5.2 Gross negligence or willful misconduct in the performance of professional services, or other unethical or unprofessional conduct based on demonstrable and serious violations of the ATA Code of Professional Conduct.

Section 4.6 Disciplinary Procedures. All disciplinary actions are taken pursuant to procedures adopted by the Board of Directors as needed, which procedures may be amended only by a two-thirds majority vote of the Board.

ARTICLE 5. OFFICERS

Section 5.1 Officers. The officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer, and these constitute the Executive Committee of the Board of Directors. The President and Vice President shall be voting members in good standing of ATA. All other elected officials of the Association must be individual members in good standing of ATA.

Section 5.2 Elections. Officers and directors shall be elected (The timing of the elections shall be such that it allows the incoming officers and directors the opportunity to observe at least one Board meeting prior to the start of their term in office*) four months prior to the start of their term in office. The term of office for Officers shall be two years except that the Vice-President and the Secretary will serve terms of one year the first year of existence of the Association, and two-year terms thereafter. Officers may be re-elected and serve for a maximum of two consecutive terms, but may run for office again after a full two-year term out of office.

Section 5.3 President. The President chairs the meetings of the Board of Directors and the Executive Committee, and shall represent the Association at regional, national and international events where possible. The President shall be an ex-officio member of all committees except the nominating committee. The President is responsible for supervising the general affairs of the Association and may delegate functions as approved by the Board of Directors. The President shall execute on behalf of the Association all documents, obligations, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or these Bylaws, or by statute to some other officer or agent of the Association. The President shall have the right with the Treasurer to sign checks and other documents that pertain to the use of the funds of the Association. The President shall be responsible for writing the annual report and disseminating it to the members of the Association through electronic correspondence, surface mail, or Association publications. The Association shall also present its annual report of its activities, as well as a financial statement, to the ATA Board.

Section 5.4 Vice President. The Vice President shall assist the President and perform his or her duties in the event of the President’s absence, incapacity or removal. The Vice President shall also be an ex-officio member of all committees except the nominating committee.

Section 5.5 Treasurer. The Treasurer shall receive and collect all monies of the Association and give official receipts, keep records of all money transactions, and deposit all funds in a bank as designated by the Board of Directors. The Treasurer shall have the right with the President to sign checks and other withdrawal documents that pertain to the use of the funds of the Association. The Treasurer shall be responsible for writing an annual financial report that will be disseminated to the members of the Association through electronic correspondence, surface mail, or Association publications.

Section 5.6 Secretary. The Secretary shall be responsible for recording the minutes of the meetings of the Executive Committee and the Board of Directors, and the monthly general meetings, for disseminating the minutes and keeping all records pertaining to all meetings, regular and emergency, and shall be in charge of correspondence and announcements of meetings of the Association.

ARTICLE 6. BOARD OF DIRECTORS

Section 6.1 Board of Directors. The founding Board shall be formed of nine (9) members elected by the voting members of the Association and shall include the officers of the Association. Subsequent Boards may vote to increase its membership by two (2) members each year up to a maximum of fifteen (15) members, provided there has been an increase in the Association’s membership of at least 30 members since the Board voting for the expansion has been in place.

Section 6.2 Board Membership. The Board should reflect the geographic composition of the membership. To this end, reasonable efforts should be undertaken by the Nominating Committee to seek candidates from all the states represented in the Association.

Section 6.3 Board Elections. Board members shall take office at the annual meeting. In case of a resignation or other unexpected vacancy, the Board shall appoint a member to serve the remainder of the departing individual’s term of office. All resignations shall be submitted in writing to the Secretary of the Board. The term of office for Board members shall be two years, except that two Directors in addition to the Vice-President and the Secretary will serve a one-year term during the first year of existence of the Association. Board members may be re-elected and serve for a maximum of two consecutive terms, but may run for Board membership again after a full two-year term out of office.
Section 6.4 Board Meetings. Notice of meetings of the Board shall state the time, date, and place of the meeting and shall be given at least five but no more than sixty days prior to the date of such meeting. Board meetings may be held via telephone conference call or other means whereby the parties can communicate with each other. Participation via conference call or other similar means shall constitute presence in-person for purposes of meeting quorum and voting requirements. A quorum of the Board shall consist of at least one-half plus one of the Board membership. A majority vote of the Board members at a meeting at which a quorum is present shall be required to take action. Proxy voting by directors is prohibited.

Section 6.5 Board Authority. The Board of Directors is the highest authority of the Association and shall have the power to manage its property and govern its affairs on behalf of all of its members and in accordance with the objectives of the Association. The Board of Directors is responsible for determining policies and proposing changes to the Bylaws of the Association.

Section 6.6 Board Duties. The Board has the following duties:

6.6.1 The Board shall review the work of the officers of the Association, and of all (other) committee chairs.

6.6.2 The Board shall set the membership dues each year.

6.6.3 The Board shall meet at least four times each year.

Section 6.7 Removal of Board Member. Board members may be removed should they fail to attend three board meetings in a row without notification or neglect to fulfill their Board duties. Removal of a Board member from the Board of Directors for such cause shall be adopted by a simple majority vote of the remaining Board members.

Section 6.8 Compensation. There shall be no salary or other remuneration paid to any officer of the Association.

ARTICLE 7. MEMBER MEETINGS

Section 7.1 Meetings. Notice either by electronic correspondence, surface mail, or announcement via Association publications shall be given to all members of the Association not less than five nor more than 60 days prior to the date of a meeting. Notice shall state the place, date, and hour of meetings.

Section 7.2 Special Meetings. The Board may call special meetings not less than five nor more than 60 days prior to the date of the meeting, and the purpose or purposes for which such a meeting is called shall be published by the Board to all members of the Association.

Section 7.3 Annual Meeting. An annual general meeting shall be held for the presentation of annual reports, and the installation of new Board members.

7.3.1 At least thirty days prior to the meeting, written notice of the annual meeting shall be sent to all members by electronic correspondence, surface mail, or any of the Association publications.

ARTICLE 8. ELECTIONS

Section 8.1 Elections. The Board of Directors shall appoint an ad hoc Nominating Committee and a Supervisor of elections two months prior to elections.

Section 8.2 Nominating Committee Duties. The Nominating Committee and the Supervisor of elections shall be responsible for organizing and supervising the nomination and election of the officers and members of the Board and any other elections considered under these bylaws or any other applicable rules, and shall serve at the Board of Directors’ discretion. The Nominating Committee shall notify all of the Association’s membership of the election and submit the proposed list of candidates for office to the Board of Directors for approval before ballots are mailed to the membership.

Section 8.3 Voting. Elections of officers and members of the Board shall take place either at a properly noticed meeting where a quorum of members is present, or by electronic correspondence or surface mail, at the Board of Directors’ discretion. Members holding at least twenty percent of the votes entitled to be cast shall constitute a quorum. When voting at a properly noticed meeting, a quorum of voting members may elect candidates and take other action upon an affirmative vote of a majority of members present in-person or by proxy. A deadline for the receipt of mail-in ballots shall be included on the ballot, and any ballots post-marked after this deadline will not be considered in the final tally of votes.

ARTICLE 9. FISCAL YEAR

Section 9.1 Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of December of each calendar year.

ARTICLE 10. COMMITTEES

Section 10.1 Standing Committees. Members of the Standing Committees may include members of the Board of Directors or other voting members of the Association and are appointed by the Executive Committee of the Board of Directors. The Standing Committees shall be:

10.1.1 Membership. The Membership Committee shall be responsible for accepting applications for membership, for keeping updated records of members, and for overseeing the rights and responsibilities of members.

10.1.2 Communications. The Communications Committee shall be responsible for the public dissemination of the activities of the Association and the publication of the quarterly newsletter and any other Association publications.

10.1.3 Programs. The Programs Committee shall be responsible for planning the annual meeting and selecting its location, as well as for planning and coordinating the conferences, training and professional development activities of the Association. The Programs Committee serves as a means of communication between the ATA and the Association and promotes the objectives of the Association.

Section 10.2 Committee Chairs. Committee Chairs shall be appointed by the Executive Committee of the Board of Directors.

Section 10.3 Ad hoc Committees. Other ad-hoc committees may be formed at the discretion of the Board of Directors.

ARTICLE 11. AMENDMENTS

Section 11.1 Amendments. Any proposed amendments to the Bylaws shall be consistent with ATA’s Bylaws and shall first be approved by the ATA Board before submission to the voting members. Bylaws may be amended by a majority vote of at least two-thirds of the voting members voting in-person or by proxy at a properly noticed meeting at which a quorum is present.. The Board of Directors or a group of no fewer than 15 voting members of the Association may propose an amendment to be considered by the general membership.

ARTICLE 12. PARLIAMENTARY AUTHORITY

Section 12.1 Parliamentary Authority. Unless otherwise addressed by these Bylaws, the most recent edition of Robert’s Rules of Order shall apply at all meetings of the Association.

ARTICLE 13. DISSOLUTION

Section 13.1 Dissolution. This Association may be dissolved only by a three-fourths majority vote of the voting members present at a special meeting called for that purpose by the Board of Directors.

Approved on the 3rd of October, 2003.

Addendum A

ATA Code of Professional Conduct and Practices

I. As a translator or interpreter, a bridge for ideas from one language to another and one culture to another, I commit myself to the highest standards of performance, ethical behavior, and business practices.

A. I will endeavor to translate or interpret the original message faithfully, to satisfy the needs of the end user(s). I acknowledge that this level of excellence requires:

1. mastery of the target language equivalent to that of an educated native speaker,

2. up-to-date knowledge of the subject material and its terminology in both languages,

3. access to information resources and reference materials, and knowledge of the tools of my profession,

4. continuing efforts to improve, broaden and deepen my skills and knowledge.

B. I will be truthful about my qualifications and will not accept any assignments for which I am not fully qualified.

C. I will safeguard the interests of my clients as my own and divulge no confidential information.

D. I will notify my clients of any unresolved difficulties. If we cannot resolve a dispute, we will seek arbitration.

E. I will use a client as a reference only if I am prepared to name a person to attest to the quality of my work.

F. I will respect and refrain from interfering with or supplanting any business relationship between my client and my client’s client.

II. As an employer or contractor of translators or interpreters, I will uphold the above standards in my business. I further commit myself to the following practices with translators and interpreters:

A. I will put my contractual relationship with translators and interpreters in writing and state my expectations prior to work.

B. I will adhere to agreed terms, payment schedules, and agreed changes, and will not capriciously change job descriptions after work has begun.

C. I will deal directly with the translator or interpreter about any dispute. If we cannot resolve a dispute, we will seek arbitration.

D. I will not require translators or interpreters to do unpaid work for the prospect of a paid assignment.

E. I will not use translators’ or interpreters’ credentials in bidding or promoting my business without their consent or without the bona fide intention to use their services.

F. For translations for publication or performance over which I have direct control, I will give translators recognition traditionally given authors.

March 2002