ARTICLE ONE - NAME AND GENERAL STRUCTURE

The name of this corporation shall be the New England Translators Association (hereinafter NETA). This corporation is organized pursuant to the General Nonprofit Corporation Law of the Commonwealth of Massachusetts.

ARTICLE TWO - OBJECTIVES

NETA is established by and for translators and interpreters in the New England area. The objectives of NETA are:

1)  to promote the recognition of translating and interpreting as a profession;

2)  to advocate for the rights and interests of professional translators and interpreters;

3)  to promote professional and social relations among its members;

4)  to organize and support the training of translators and interpreters through lectures and courses; and

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

ARTICLE THREE - ACTIVITIES

To accomplish these objectives, NETA will do the following:

1)   hold periodic meetings from September through May, where feasible;

2)   publish a quarterly newsletter, which will include notices of events of interest to translators and interpreters, articles, answers to questions sent in by members, and other items of interest;

3)   organize an annual exhibition and conference for the New England area to act as a networking event for translators and interpreters, as well as companies and organizations involved in the field of translation and interpreting, and as a means of disseminating knowledge about translation and interpreting to the broader business community;

4)   organize and support the training of translators and interpreters through lectures, workshops, sponsoring American Translators Association (hereinafter ATA) exams, and other program activities;

5)   conduct any and all other activities designed to effect and further its objectives and promote the general welfare of NETA.

ARTICLE FOUR – MEMBERSHIP

Paragraph I – Eligibility and qualifications:

a)      Eligibility: Individuals who are practicing translators, interpreters, translation editors, or translation/interpretation teachers, and those interested in careers in translation and interpreting, and who agree to abide by the Bylaws of NETA and any Code of Professional Ethics adopted by it, shall be eligible for membership. In the context of these bylaws, "practicing" means that an individual earns at least 20% of his or her "translation-related income" through his or her own translation, interpreting, or editing, either for private clients or for agencies. Individuals who are currently studying translation and/or interpreting or are teaching shall also be eligible for membership. NETA membership is not open to institutions or corporate entities such as agencies, but we welcome as members individuals within such organizations who are also practicing translators, interpreters, translation editors, students, or teachers as defined above. There are no geographical restrictions on membership.

Members who joined NETA when they were still practicing translators, interpreters, translation editors, students, or teachers as defined above, but have since formed agencies and would no longer qualify for membership under the current terms, are grandfathered in.

Those individuals who are not eligible for membership under the conditions listed above are welcome to participate in NETA activities as Sponsors, but they will not have voting rights, and will not be eligible to serve on committees or run for office.

b)  Application: Application for membership, accompanied by the annual dues, shall be filed with the Membership Coordinator of NETA. Applications not in conformity with the conditions of Paragraph I a) may be refused by the Board.

c)   Termination: Membership shall be terminated when a member fails to renew his or her membership within 60 days of the due date.

Paragraph II — Rights and Privileges:

a)   All members shall have the right to attend any general meetings of NETA, and meetings of the board of directors. NETA members may receive all NETA publications, including the newsletter, free. All members in good standing shall also have the right to nominate and to vote for candidates for the Board of Directors, to vote on any issues presented to the membership by the Board of Directors for a vote, and to hold office in NETA. Because there are no institutional or corporate memberships in NETA, each member shall have one vote.

b)   All members in good standing may have a listing on the NETA Web site.

c)   All members in good standing may join the distribution e-mail list for the purpose of engaging in discussion and receiving job opportunities.

Paragraph III — Disciplinary Actions:

a. Disciplinary actions, including censure, suspension, or expulsion from membership, may be taken for any of the following causes:

1) 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 NETA Code of Ethics;

2) Fraud or misrepresentation in the application for or maintenance of NETA membership, professional certification, or other professional recognition or credential;

3) Breach of trust;

4) Appropriation of association property, including intellectual property;

5) Grossly unethical behavior; or

6) Conviction of a felony or other crime under federal or state law in a matter related to the practice of, or qualifications for, professional activity.
 

The Board shall take such actions that are deemed necessary to notify the member or members in question, in writing, of the potential disciplinary action, and of the place, date, and time at which the Board will consider the issue. The member or members in question shall have the right to present their case at this hearing before the Board. The member may not ask questions of the Board at this time, but the hearing must be recorded. The member will then leave the hearing, whereupon the Board will vote on any disciplinary action to be taken.

b. All disciplinary actions are taken pursuant to procedures adopted by the Board from time to time, which procedures may be amended only by a two-thirds vote of the Board.

ARTICLE FIVE - BOARD OF DIRECTORS

Paragraph I - Number and Term: The property, affairs, business, and concerns of NETA shall be vested in a Board of Directors, consisting of seven members elected by the membership. The term of office for all Board members shall be for two years, beginning on June 1, and ending on May 31 of the second year. Elections of three and four Board members, alternately, shall take place in May of each year.

Paragraph II - Duties: The Board of Directors shall have the power and authority to manage NETA's property and to regulate and govern its affairs; to determine policies and changes therein within the limits of the Bylaws of NETA; and to specify and review the work of the officers and committee chairpersons. By a simple majority vote, the Board may delegate decisions to a vote of all voting members of NETA. The Board shall set the dues each year.

Paragraph III - Meetings and Quorum: The Board of Directors shall meet at least four times each year to transact the business of NETA. A quorum at Board meetings shall consist of a minimum of 2/3 of all NETA Board members.

Paragraph IV - Vacancies: The Board of Directors shall fill any vacancy that occurs. The appointee shall hold office until the next election.

Paragraph V - Removal: Any member of the Board who fails to attend two consecutive Board meetings without reasonable cause, who does not fulfill his or her responsibilities as a Board member, or who abuses his or her office, may be removed from the Board by a majority vote of the Board, such vote not including the Board member concerned. 

ARTICLE SIX - OFFICERS

The officers of NETA shall be a President, a Vice President, a Secretary, and a Treasurer.

Paragraph I - President: The President shall publicly represent NETA and shall be a member ex officio of all committees. The President shall share with the Treasurer, the Vice President, and the Secretary, the right to sign checks and warrants for withdrawal of the funds of NETA.

Paragraph II - Vice President: The Vice President shall assist the President as required by the latter, and shall furthermore perform the duties of the President in the event of the latter's absence or incapacity, resignation, removal from office, or other vacancy in such office. He or she shall also be a member ex officio of all committees. The Vice President shall share with the Treasurer, the President, and the Secretary the right to sign checks and warrants for withdrawal of the funds of NETA.

Paragraph III -Treasurer: The Treasurer shall receive and collect all moneys and give official receipts therefore; record all moneys received and expended; deposit all the funds of NETA in a bank or depository designated by the Board of Directors; and shall share with the President, the Vice President, and the Secretary the right to sign all checks and warrants for withdrawal of the funds of NETA. The Treasurer shall also submit a financial statement and make report of the financial condition of NETA as needed to the Board of Directors. The books and records maintained by the Treasurer shall remain a property of NETA and shall be available for inspection at any time by the Board of Directors or an auditor appointed by the Board.

Paragraph IV - Secretary: The Secretary shall take the minutes of all Board meetings and all general meetings or appoint others to do so as necessary, and keep the minutes on file.

Paragraph V - Terms of office: Officers shall be appointed by the Board of Directors and shall serve at the Board’s discretion.

ARTICLE SEVEN - PUBLICATIONS

NETA shall publish and distribute to its members, friends, and partners a newsletter and any additional material the Board of Directors may authorize. NETA shall also maintain a website with pertinent information on the association and membership.

ARTICLE EIGHT - FISCAL YEAR

The fiscal year of NETA shall begin on the first day of September and end on the last day of August.

ARTICLE NINE - MEETINGS

Paragraph I - Annual General Meeting: The Annual General Meeting shall be held at a time and place determined by the Board. The program shall include the installation of new Board members, and presentation of the annual report.

Paragraph II - Periodic meetings: Periodic meetings shall be held on a day designated by the Board of Directors, from September through May of each year.

Paragraph III - Notice of meetings: Notice shall be sent by mail or electronically to every member.

ARTICLE TEN - VOTING AND ELECTIONS

Paragraph I - Elections: Board members shall be elected by mail-in or electronic ballot, or in person at the Annual General Meeting, at the Board’s discretion, in May of each year.

Paragraph II - Who may run for office: Any member in good standing may run for elective office.

Paragraph III - Nomination of candidates: Candidates for election may be nominated in one of two ways:

(1) Any member in good standing may nominate a person for elective office, having first obtained the consent of the candidate, by sending the candidate’s name to the Board in writing; or

(2) Further nomination for any position may be made by the Board of Directors by petition in writing, endorsed by a majority of the Board, at least thirty (30) days before the date of election and with the consent of the candidate.

Paragraph IV - Notice of election: The Election notice, including ballots, shall be sent to the membership by postal or electronic mail 30 days prior to the election. Candidates for contested positions may submit a campaign statement for publication in the election notice.

Paragraph V - Voting: Each member in good standing shall be entitled to one vote to be cast by mail, electronically, or in person at the Annual General Meeting. Proxies shall not be recognized in any voting.

ARTICLE ELEVEN - AMENDMENT OF BYLAWS 

Paragraph I – Proposal of Amendments

Amendments to these bylaws may be proposed by the Board of Directors or by petition of no fewer than 10 percent of the voting members of NETA. Proposals originating by petition shall be submitted in writing to the Secretary.

Paragraph II – Notification to Members

On proposal of amendments by the Board, or when a petition for amendments is received in good order, within 10 days the Secretary must notify NETA members of the proposed amendments and schedule a vote by the members thereon, to take place no fewer than 30 days from the date of such notification.

Paragraph III – Voting and Adoption

Voting by the members may take place by postal or electronic mail, or at the Annual General Meeting. Voting at an Annual General Meeting may proceed by voice vote, unless seven (7) members present request a ballot vote, to proceed immediately. Adoption of an amendment shall require a 2/3 majority of votes cast by the voting members of NETA.

Adopted by the New England Translators Association on October 25, 2004.

Amended:    April 30, 2010

This change allows members full access to Board meetings and documents, a practice already in operation.

This change allows Board meetings to be held when 5 of 7 directors are present, rather than 6.

This change clarifies the voting process for removing a Board member.

This change corrects the bylaws to reflect the correct fiscal year.

The three changes in this Article allow Board elections to be held at the Annual General Meeting and electronic notice of elections.

The extensive revisions to this Article clarify a process that has been generally ill-defined.

The change from "10" to "10%" makes this Article independent of the membership level.

Amended: March 6, 2016

Changes to Article 4 clarify acceptable use of our logo and how agencies may participate in our association.

A third paragraph is added to the article to describe what disciplinary actions may be taken, and under what circumstances.