The name of this Association, a membership corporation organized and existing under the laws of the State of Tennessee, shall be Tennessee Association of Professional Interpreters and Translators (TAPIT). Provision is made herein for the establishment of chapters. 

TAPIT is dedicated to bringing together court, medical, community, and sign language interpreters, translators and transliterators in the state of Tennessee and elsewhere, to build upon their common interests and concerns in order to enhance the professional image of translators and interpreters by educating the public and users of language services, while stressing the importance of language proficiency and professional skills through training and certification in one or more languages. 

This Association is organized as a nonprofit entity with the following objectives: 

• To advocate on behalf of and promote the recognition of interpreting and translating as a profession, and to protect and safeguard the rights and interests of professional interpreters, translators and transliterators in Tennessee and elsewhere. 
• To foster the highest level of ethical and professional standards of interpreting and translation. 
• To provide a forum for discussion of interpreting and translation issues among interpreters, translators and transliterators, courts, legal services and health care providers, as well as with the agencies and individuals who contract for interpreting and translation services. 
• To publish periodical newsletters, as well as announcements, glossaries, and any other publications which may advance interpreters, translators and transliterators and their interests. 
• To hold periodic meetings and organize, support and conduct lectures, courses and workshops for interpreter and translator training and continuing education 
• To serve in an advisory capacity to interpreters, translators and transliterators, and to actively represent their professional interests before courts, court administrators, legislative bodies, attorneys, law enforcement, health care providers and businesses. 
• To conduct any and all activities designed to effect and further these objectives and promote the general welfare of the Association. 

Section I - Membership Categories 

The membership of the Association shall consist of five categories: Active, Student, Group, Honorary, and Life. 

(A) Active 

An Active Member shall be any person engaged in the remunerated practice of interpreting, translation and/or transliteration, as well as any person who shares TAPIT's interests. 

(B) Student 

A Student Member shall be any person engaged in academic studies as defined by the Membership Committee or the Board of Directors. 

(C) Group 

A Group Member shall be any public or private educational institution, governmental entity, library, or nonprofit corporation with an interest in interpreting and/or translation. In such cases, membership shall be in the name of the organization, not in the name of its representative. Group memberships allow the staff of an organization to receive the TAPIT members discount rate for any TAPIT event during the organization's membership year. There are two types of group membership: corporate and institutional. Corporate membership allows group membership benefits up to 5 of their staff as defined above. Institutional membership allows group membership benefits up to 10 of their staff as defined above. 

(D) Honorary 

Honorary Membership may be bestowed upon distinguished individuals based on their outstanding contributions to the Association. Honorary Membership may be given to anyone outside the interpreting and translating professions. Honorary members will not be required to pay annual membership dues, but will not have voting power. 

A Board member or any active member in good standing may nominate a person to be considered for Honorary Membership, and such nomination may be approved by a two-thirds majority vote of the Board. 

(E) Life 

Life Membership may be bestowed upon distinguished individuals based on their outstanding contributions to the Association. Life Membership may be given to TAPIT members only. Life Members will not be required to pay annual membership dues, but will be allowed to vote. 

A Board member or any active member in good standing may nominate a person to be considered for Life Membership, and such nomination may be approved by a two-thirds majority vote of the Board. 

Section II - Application 

Applications for membership shall be filed, along with the current year's annual dues, with the Secretary or Treasurer of the Association or their appointee. 

All memberships expire on the last day of December of each year. First time individual members and student members who become TAPIT members on or after July 1 of each year will have their membership extended through the last day of December of the following year. 

Section III - Rights 

All Active Members in good standing shall have the right to vote and the right to hold office. As part of their membership dues, all members shall have the right to attend any of the Association's regular meetings, attend Board of Directors meetings excepting those held in Executive Session, use all

membership facilities, access the Association’s website and the Members-Only section of the website, and receive all the Association's regular publications. The rights of Organizational and Corporate Members shall be exercised through a person appointed by the entity holding such membership. 

Section IV – Meetings for All Members 

The Association shall hold an annual meeting for all members in conjunction with its Annual Business Meeting for voting members. Other periodic meetings for all Association members may be held at times and locations determined by the Board of Directors. 

Section V – Meetings for Voting Members 

(A) Annual Meeting 

The association shall hold an Annual Business Meeting for voting members, in conjunction with the annual meeting for all members mentioned above, pursuant to the provisions of Articles Eight and Nine of these Bylaws. 

(B) Special meetings 

Special Meetings of voting members, for any purpose, may be called by the President or the Board of Directors and shall be called by the President at the request in writing by ten percent of members eligible to vote at the time of the requested special meeting. Written notice of special meetings shall be given in person or by first-class mail to all voting members not less than ten days nor more than fifty days prior to the date set for such meeting. A notice for 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. 

(C) Voting 

Unless otherwise provided by the Board of Directors, any voting member in good standing as of the day of the meeting shall be eligible to vote. The quorum at meetings for voting members shall consist of 20 percent of or 20 of the voting members present in person, whichever is the lesser number. Except as otherwise provided in these Bylaws or by law, matters submitted to membership vote shall be decided by a simple majority of those voting at a meeting at which a quorum is present. 

Section V - Resignation 

Nonpayment of the annual dues for any given year shall be regarded as resignation, subject to the conditions established in Article Seven of these Bylaws. 

Section VI - Disciplinary Actions

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

1) 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; 

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 accepted Codes of Conduct for translators, interpreters and transliterators, such as Tennessee Supreme Court Rule 41 (Rules of Ethics for Spoken Foreign Language Interpreters in Tennessee Courts), the ATA Code of Conduct, the NAD-RID Code of Ethics, the NCIHC Codes of Professional Standards and Ethics, the NAJIT Code of Ethics, and similar standards of conduct as determined by the Board of Directors; or 

3) Fraud or misrepresentation in the application for or maintenance of TAPIT membership, professional certification or other professional recognition or credential. 

(B) Disciplinary actions are taken pursuant to procedures adopted by the Board of Directors from time to time, which procedures may be amended only by a two-thirds vote of the Board. 

Section I - Number and Terms 

The property, affairs, business, and concerns of the Association shall be vested in a Board of Directors consisting of no fewer than five but no more than nine active members in good standing elected at large, with the requirement that the board shall always consist of an odd number of members. The Board shall include four elected Officers and from one to five elected Members-at-Large. Members of the Board shall serve two-year terms , with Members-at-Large being eligible for re-election to the same position or as officers. The terms of the members of the board shall alternate, as defined by the Board, with each term designated as starting in either an odd or an even year. No director shall serve more than six years in succession on the board. 

Section II - Eligibility 

Any Active Member who attains one full year of continuous membership as an Active Member in good standing as of the return date specified on the "Call for Nominations" shall be eligible for nomination to the Board of Directors. 

Section III - Duties 

The Board of Directors shall have the power and authority to manage the Association's property and to regulate and govern its affairs, or to delegate

the management of property and affairs to a professional management service for a reasonable fee; to determine policies and make modifications within the limits of the Certificate of Incorporation, the Bylaws of the Association and prevailing laws in the State of Tennessee; to approve applications for membership; and to devise and carry into execution such measures which, in the judgment of the Board, are necessary and desirable, on behalf of the Association or in furtherance of its purposes and objectives. 

Section IV – Officers and Members-at-Large 

The officers shall consist of a President, President-Elect, Secretary and Treasurer. They shall hold office for a two-year term, or until their successors are elected. The officers shall be elected as established in Article Nine of these Bylaws. Only the Secretary and Treasurer shall be eligible to succeed themselves for a second term in the same office; past Presidents shall be eligible to be elected as Members-at-Large after the expiration of their term as officers. 

(A) President 

The President shall be the Chairman of the Board and shall preside at all meetings of the Association and the Board of Directors, and shall perform such other duties as are necessarily incident to the office of the President as prescribed by the parliamentary authority adopted by the Association, or as shall be designated to the President by the Membership or the Board of Directors. The President shall prepare or designate the preparation of the agendas for Board meetings. The President shall be a member ex-officio of all committees, except the Nominating and Elections Committees, with the right to vote unless otherwise provided by these Bylaws. The President shall share with the Treasurer the right to sign checks for Association expenditures authorized by the Board. The President shall execute on behalf of the Association all documents, obligations, contracts or instruments which the Board of Directors has authorized except in cases where the signing or execution thereof shall be expressly designated by the Board of Directors or these Bylaws or by statute to some other officer or agent of the Association. The President shall be responsible for carrying out the policies and directives adopted or approved by the Board of Directors. 

(B) President-Elect 

The President-Elect shall automatically assume the role of President when the current President’s term expires. Until that time, the President-Elect shall perform all duties applicable to the office of vice-president as prescribed by the parliamentary authority adopted by the Association or as may be presented by the Board of Directors from time to time, and shall be a member ex-officio of all committees, without the right to vote unless otherwise provided in these bylaws. Additionally, the President-Elect shall act as Conference Coordinator, in cooperation with the Conference Committee and with a designated Member-at-Large of the Board whose term overlaps

that of the President-Elect. The President-Elect and the designated Member-at-Large shall, during their respective terms of office, jointly be responsible for coordinating the advance planning and carrying out of Annual Conferences and Business Meetings of the Association. 

(C) Secretary 

The Secretary shall record the minutes of all meetings of the Association and the Board of Directors, whether in person or by telephone conference, and make these available to the Board in writing, and perform such other duties as shall be designated to the Secretary by the membership, the Board of Directors, by these Bylaws, and by the parliamentary authority adopted by the Association where it does not conflict with the Bylaws. The Secretary shall maintain and pass on to his or her successor an archive of all Association Minutes, Policies, Procedures, and, upon the Board’s request, any other documents approved and adopted by the Board of Directors, and shall furnish copies of such documents to any Director requesting them, given reasonable notice. All documents maintained by the Secretary shall remain the sole property of the Association. Some of the duties of this office may be delegated if so authorized by the Board of Directors. 

(D) Treasurer 

The Treasurer shall receive and collect all dues, fees, assessments and other moneys; record all moneys received and expended; deposit all the funds of the Association in a bank designated by the Board of Directors; and shall share with the President the right to sign all checks. Disbursements of Association funds shall be by check or Association credit card only. The Treasurer shall oversee the finances of the Association, including but not limited to, drawing up a budget for each fiscal year to be submitted to the Board of Directors for approval. The Treasurer shall, at the Annual Meeting of the Association, or at other times requested by the Board of Directors, make a report of all receipts and disbursements and of the financial condition of the Association. The books and records maintained by the Treasurer shall be delivered for inspection at any time to the Board of Directors and/or the certified public accountant auditing them. The Treasurer, in turn, may delegate these tasks to a professional accounting service for a reasonable fee, if so authorized by the Board of Directors. The financial records maintained by the Treasurer remain the sole property of the Association. 

(E) Members-at-Large 

Members-at-Large are fully invested Members of the Board and as such shall serve a two-year term. They are eligible for re-election to the same position or as officers at the end of their two-year term. Members-at-Large are expected to participate in the monthly telephonic conference meetings, as well as attend the annual conference, at which time the Board meets in

person. Members-at-Large will assist with the TAPIT annual conference and related tasks. Some of the duties of this office may be delegated if so authorized by the Board of Directors. 

Section V: Term and Vacancies 

The term of office for each officer elected shall be two years or until a successor is elected. Whenever a vacancy occurs on the Board of Directors by death, resignation or otherwise, the vacancy shall be filled without undue delay by the Board of Directors. If the office of President-Elect, Secretary or Treasurer becomes vacant, the Board of Directors shall immediately elect from amongst its members an officer to fill the vacant position and the appointee shall hold office for the remainder of the unexpired term. Should the office of the President become vacant it shall be filled by the President-Elect. If any other Director’s position becomes vacant, at its sole discretion, the Board may appoint an Active Member to fill the vacancy for the remainder of the unexpired term or until a successor is elected. 

Section VI – Meetings and Quorum 

(A) Regular Meetings of the Board of Directors 

The Board of Directors shall meet for transaction of Association business at least once a year in person and at least three times a year either by telephone conference or in person. The presence of sixty percent of the Board of Directors shall constitute a quorum, of which a majority vote shall constitute an act of the Board of Directors except where otherwise provided by law or these Bylaws. Between meetings of the Board, the Board may adopt resolutions by unanimous written consent as provided by law. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. 

(A) i. E-mail consent will suffice for "written consent," "consent in writing," and for "signed by all the directors." 

(A) ii. A discussion and vote by means of electronic mail (e-mail) by all the directors may be permitted, subject to the guidance established in Section (A) I above, regarding decisions taken between meetings or without a meeting. All discussion must include all Board members. An e-mail vote must, as in Section (A) I, reflect the unanimous participation of all Board members, and a majority consent will be required for approval of an action. In addition, e-mail votes shall be subject to the same protocols and procedures as would apply to regular and special meetings of the Board, including the recording of the meeting's consent by means of Minutes which shall include all pertinent e-mail correspondence and votes of the participating members. If any of the Directors wishes to be heard, a

telephonic or in person meeting must be called for a forum of debate to review the matter further. 

(B) Special Meetings of the Board of Directors 

The President or any three Board Members may call a special meeting at any time. Written notice of such meetings stating date, time, place and purpose shall be sent to each member of the Board by the Secretary no less than ten (10) days prior to the meeting, or as determined by the Board. No business other than that specified as the purpose in the notice of the special meeting shall be discussed or transacted at such meeting. 

(C) Board Meetings Open to TAPIT Members 

All meetings of the Board of Directors shall be open to TAPIT members except when designated as “Executive Session” by the Board. Members are encouraged to attend with the understanding that although they may, at the Board’s discretion, be permitted to participate in discussions, they shall have no ability to propose or intervene in resolutions adopted by the Board, except as otherwise provided in these Bylaws or by law. 

Section VII - Removal 

Any Director or Officer may be removed without cause from the Board by a two-thirds vote of the Board of Directors. 

Section I - Types of Committees 

There shall be ad hoc committees and standing committees. The Chairs of both ad hoc and standing committees shall be appointed by the Association’s President from among the voting members of the Association, with the agreement of the majority of the Board of Directors. Each committee shall consist of the chair and at least two members selected by the committee chair, subject to the approval of the Board of Directors. Vacancies in the membership of any committee may be filled on an interim basis by appointments made by the President or a designee. 

Section II – Ad hoc Committees 

Ad hoc committees shall originate with the Board of Directors, to whom they shall report their findings and/or actions and from which they shall derive their purpose and authority. An ad-hoc Bylaws and Governance Committee shall be initiated by the Board whenever amendments to the Bylaws or similar matters of governance are desired or required. 

Section III - Standing Committees 

The following shall be standing committees of the Association: Advocacy, Conference, Membership, Elections, and Nominations. The Elections Committee shall be a standing committee consisting of no less than three active members and selected annually by the Board of Directors to carry out

elections (including counting of ballots) during the election cycle. Only active members of the association may serve on, or be committee chairs of, the standing committees. 

Section IV – Committee governance 

Unless otherwise provided in a resolution or procedure adopted by the Board of Directors, a majority of each committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors. 

Section V - Advisory Board 

The Board of Directors may appoint individuals to the Advisory Board. The Advisory Board will consist of at least two members with no more than five. Members of the Advisory Board will be chosen and approved by a majority of the Board of Directors based on their relevance to professional interpreting and/or translation and may be prior or existing members of TAPIT but may not be current members of the Board of Directors. The term for Advisory Board members will be one year and a majority of the Board of Directors may reappoint willing members without term limits. The Advisory Board will have no meeting requirements and no supervisory powers. The purpose of the Advisory Board is to furnish insight, perspective, and guidance as requested by the Board of Directors. Members of the Advisory Board will be listed on the TAPIT website and will be invited to the Annual meeting and conference under the same existing provisions for the Board of Directors. 

Section I – Publications 

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. 

Section II – Public Statements 

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

Every member shall pay annual membership dues as established by the Board of Directors, payable in advance. The dues year of the Association, the renewal date for members, and the fiscal year of the Association shall be established by the Board of Directors. Any member whose dues are not paid by the member’s renewal date shall be deemed in arrears. Any member in arrears as of 60 days from the member’s renewal date shall be suspended from the privileges of membership after previous due notice has been given by mail at the member’s last known post office address that such action will be taken. 

Section I – Time, place and purpose 

The Annual Business Meeting for all voting members shall be held at a time and place determined by the Board of Directors, to fill all expiring terms and, if necessary, vacancies among the officers and directors of the Association, and for the transaction of such other business as shall come before the meeting in accordance with procedures adopted by the Board of Directors. The Annual Business Meeting shall include the presentation of Annual Reports by the President, Treasurer and Committee Chairs. 

Section II – Notice 

Written notice of the Annual Business Meeting, along with Ballot forms and candidates’ information, shall be sent by first class mail to the last recorded mailing address of each member not less than thirty nor more than fifty days before the date appointed for the meeting. 

Section II – Quorum and Eligibility to Vote 

The quorum at the Annual Business Meeting shall consist of 20 percent of or 20 of the voting members present in person, whichever is the lesser number. Unless otherwise provided by the Board of Directors, any voting member in good standing as of 10 a.m. on the day of the Annual Business Meeting shall be eligible to vote. 

Dated ballots shall be distributed, as determined by the Board of Directors, to all Active Members in good standing by first class mail or electronic means. All candidates shall be given equal space to state their position and programs in an official election booklet distributed by the Association, at the discretion of the Board of Directors. Active members in good standing shall vote, as determined by the Board of Directors, by mail ballot, electronic mail, secure web-based voting, or other electronic means approved by the Board of Directors. Each eligible voting member shall be entitled to one vote. Every elective office shall be filled by the candidate receiving the highest number of votes. The Elections Committee shall count all votes prior to the Association's Annual Conference and results shall be published subsequently. All envelopes and/or ballots shall be kept by the Chair of the Elections Committee for a twelve-month period. Successful candidates shall take office following the announcement of election results. Except as otherwise provided in these Bylaws or by law, other matters submitted to membership vote shall be decided by a simple majority of those voting at a meeting at which a quorum is present. 

Section I - Notice 

These Bylaws may be amended, repealed, altered or added to in whole or in part by a two-thirds vote among the Active Members of the Association present and voting in person at any Annual Meeting, provided that the complete text of the proposed change is submitted to each member in writing not less than thirty nor more than fifty days preceding the date of such meeting. Amendment may be proposed by the Board of Directors or by ten (10) members of the Association. Proposals originating by petition shall be submitted in writing to the Board of Directors not less than ninety (90) days preceding the date of the Annual Meeting and shall be presented to the membership with recommendations of the Board. 

Section II - No Notice 

Any amendment for which notice has not been duly given to the members as specified in Section I may be submitted at the Annual Meeting and shall become effective upon receiving a unanimous vote of all those present and voting at that Annual Meeting. 

All voting members of TAPIT shall be entitled to use the TAPIT logo on their business cards and stationery. TAPIT membership cards will be made available to all members, and TAPIT's logo in a form suitable for reproduction will be made available to all voting members. Unauthorized use of the TAPIT logo will be taken up by the Board of Directors and could result in suspension. 

All complaints shall be submitted in writing to the Board of Directors, which shall act accordingly forthwith. In an emergency situation which may directly affect TAPIT members, a Review Board may be created comprised of the Board of Directors and three Active Members to take emergency action in any such case. 

Except as otherwise provided in the Bylaws or by applicable law, all meetings of members and the Board of Directors shall be conducted in conformity with the latest edition of Robert’s Rules of Order Newly Revised, or such other rules as the Board and the membership may adopt.