By-laws

By-laws

ARTICLE I

Name & Address

1. Name. The name of this association, a nonprofit membership corporation shall be the American Literary Translators Association (ALTA), hereinafter referred to as the Association. The board of directors may designate other names for specific activities and programs as it deems appropriate.

2. Registered Office. The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.

ARTICLE II

Mission

The American Literary Translators Association (ALTA) provides support, community, resources, and advocacy for literary translators, authors, teachers, publishers, editors, and other arts professionals working in the field of literary translation.

ARTICLE III

Membership

 1. Classes. The membership of the Association shall consist of four classes: regular, joint, institutional, and honorary. Regular, joint, and honorary members shall be voting members in their own persons, and institutional members through a single delegate.

2. Eligibility and Qualifications.

(a) Regular: Any person who has a professional or avocational interest in literary translation or translation theory shall be eligible for regular membership.

(b) Joint: Any regular member may enter the name of another person in his or her household for joint membership, if that person meets the qualifications for regular membership. A joint member will not receive the publications of the Association, but all other privileges of membership obtain.

(c) Institutional: Any institution of higher learning or any institution dedicated to the promotion of education in the arts and humanities, including publishers, shall be eligible for institutional membership. The institution is responsible for selecting its own delegate to the Association.

(d) Honorary: Any person distinguished in literary translation or theory, upon written nomination with appropriate supporting material by an active regular member, may be elected by the Executive Board to Honorary Membership.

3. Application. Applications for membership, accompanied by the current year's annual dues, shall be made directly to the Association. Membership shall be confirmed to the applicant in writing or by email upon receipt of annual dues.

4. Rights. All members, except joint, shall receive the official publications of the Association. Members have the right to attend meetings of the general membership held at the annual conference or elsewhere, and to bring pertinent information or proposals to the attention of the Executive Board or the Membership. Members shall further have the right to vote; to hold office; to submit proposals for panels, workshops, and presentations to the chair of the Annual Conference; and to sit as the chair of any approved panel and/or workshop. The rights of the institutional members shall be exercised through an individual designated by that institution.

5. Voting. Each member shall be entitled to one vote. Proxies shall not be recognized in any Membership vote. All questions shall be decided by a simple majority of those voting, unless otherwise stated in these bylaws.

6. Reservation of Rights. ALTA reserves the right to refuse or revoke a membership for egregious misconduct, harassment of other members or employees of the Association, or other inappropriate conduct as determined by the Board of Directors. Revocation or refusal of membership requires a 2/3 majority of voting members of the Board in attendance. Membership dues are non-refundable.

ARTICLE IV

Board of Directors

1. General Powers. The affairs and activities of the Association shall be vested in its Board of Directors (the Board). The Board shall constitute the governing body of the Association. The Board shall manage the business and affairs of the Association. It shall have all powers necessary to carry out the objectives of the Association. The Board shall have the authority to hire and dismiss the director as necessary in order to carry out the objectives of the Association.

2. Composition of the Board of Directors. The Board shall consist of at minimum 9 members: four Officers consisting of a President, a Vice-President, a Secretary, a Treasurer; four members elected at large from the Membership of the Association (the latter serving terms of three years); and the immediate past-president. The Board may additionally seat the chairs of standing committees as voting or non-voting members of the Board, by vote of the Board.

3. Nominations. Each year the President shall appoint a Nominating Committee, consisting of a chair and two committee members. (By reason of the Committee’s annual reconstitution, it shall be considered an ad hoc committee within the contemplation of these Bylaws.)  The chair shall circulate electronically to the Membership a call for nominations to the officer positions and the at-large Board seats to be filled.  Each nominee shall be sent a description of the duties of Board members and officers as set forth in these Bylaws. The Committee shall be responsible for evaluating the qualifications and commitment of the respective nominees, and to that end the Committee is authorized to pose written questions to them and/or to interview them, all to such extent as the Committee may find advisable.  Any nominee who fails to respond in due time to such questions, or to take part in a requested interview, may be deemed disqualified.  Whenever the number of candidates exceeds the total number of officer positions and at-large Board seats to be filled, the Committee may, in its discretion, prepare a slate of recommended candidates. In sufficient time for the election to be completed before the annual conference, the Committee shall present to the President a Ballot Notice setting forth the final list of candidates (identifying those, if any, recommended by the Committee), together with their biographical profiles.

4. Elections. Election of officers and Board members shall take place by ballot of the Membership.  In sufficient time for the election to be completed before the annual conference, the President shall cause the Ballot Notice to be circulated electronically to the Membership.

5. Voting. In the election of officers and Board members, each ALTA member shall be entitled to one vote. There shall be no quorum requirement, nor shall proxies be recognized in any vote of the Membership. Voting shall be kept open for a reasonable period in substantial conformity with past practice. With respect to each of the officer positions being filled, the candidate for such position who receives the greatest number of the votes cast, whether or not a majority of the votes cast, shall be deemed to have been elected. With respect to the at-large Board seats being filled, seats shall be awarded first to the candidate with the highest vote total, then to the candidate with the next highest vote total, and so on in like manner until all the seats have been filled.

6. Terms. The President and Vice-President are elected simultaneously, for three year terms, the Vice-President succeeding the President. The President and Vice-President may not be re-elected to sequential terms in those positions. The members at-large are elected, in staggered cycles, to three-year terms, and may be re-elected to their own or other seats on the Board. The terms of officers and Board members begin at the Annual Conference, at the Board meeting, upon introduction by the President.

7. Removal. A board member who has missed three or more consecutive meetings may be removed by a majority vote of the board members then sitting. A board member may be removed for any reason by a vote of two-thirds of the members then sitting.

8. Vacancies. Upon the resignation, removal, or demise of any member of the Board, the President may appoint a member to fill the vacant position until the next regularly occurring election. That appointed member may be re-elected to any seat on the Board.

 9. Meetings. Meetings of the Board of Directors shall be held at least four times each year, remotely or in person, at a reasonable time and place designated by the President. The President may designate additional meeting dates. One-third of the board members then sitting may, by written request, schedule additional meetings. A regular annual meeting of the Executive Board shall be held at the Annual Conference.

10. Notice of Meetings. Board members shall receive ten days notice of regularly scheduled meetings. This notice may be given in writing, by email, in person, by telephone, or by any other reasonable method.

11. Informal Action. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents will be filed with the minutes of the proceedings of the Board.

12. Resignations. Any Director may resign at any time by giving notice of resignation to any officer of the Board.

13. Quorum. A quorum shall be 50% of the directors then sitting. Members of the Board may participate in a meeting by means of a conference telephone or other communications technology allowing all persons participating to hear each other at the same time. Participation in a meeting by such means constitutes presence at the meeting.

14. Committees. The Board of Directors may appoint any committee it deems necessary to help fulfill its functions

15. Compensation of Board Members. No member of the Board of Directors shall receive any salary or compensation for their services as Director. No member shall receive any service or benefit not provided to the general public. Members may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the corporation. Members shall be entitled to receive reasonable fees for goods or services rendered to the corporation in capacities other than as members of the Board.

16. Conflict of Interest. No Director will vote, or be counted in determining the quorum for any vote, on any transaction between the Association and any other entity in which that Director is an officer or director or has a direct or indirect substantial financial interest. Any such interest will be disclosed to the Board and made a matter of record.

17. Action by the Board. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the vote of a majority of the directors present will decide any question that may come before the meeting. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than the announcement at the meeting of the time and place to which the meeting is being adjourned.

ARTICLE V

Officers

1. Officers. The Board of Directors shall have a President, a Vice-President, a Secretary, and a Treasurer. The Vice-President, the Secretary, and the Treasurer shall be elected from and by the members of the Association, the Vice-President succeeding to the Presidency after a term of three years. These shall comprise the Executive Committee.

2. Duties of the Officers.

A. President. The President shall serve for a term of three years, and at the completion of which, serve as a voting member of the Board for one additional term of two years. The President shall be the chief executive and administrative officer of the Association and shall have the general powers and duties of supervision and governance of the Association and shall perform all such other duties as usually pertain to the office or are properly required by the Board. The President shall preside at all meetings of the Board and Executive Committee. The President shall appoint members to standing and ad hoc committees. The President shall be an ex-officio voting member of all Association committees. The President shall perform whatever duties the Board of Directors may from time to time assign. The President shall execute or cause to be executed all documents, obligations, contracts, or other instruments, when authorized by the Board of Directors, or by vote of the Executive Committee.

B. Vice-President. The Vice-President shall serve for a term of three years, and shall become President at the end of the former President's term. The Vice-President shall assist the President in the performance of his/her duties, preside at meetings and otherwise assume the duties of the President during the latter's absence or inability to act. The Vice-President will, in the absence or at the request of the President, perform the duties and exercise the powers of the President.

C. Secretary. The Secretary shall serve for a term of three years. The secretary shall have charge of such books, documents and papers as the Board of Directors may determine; shall keep, or cause to be kept, a true and complete record of the meetings of the Board of Directors; shall distribute, or cause to be distributed, the minutes of said meetings; shall give, or cause to be given, notice of all meetings of the Board; shall keep, or cause to be kept, a record containing the names, alphabetically arranged, of all persons who are members of the Board and standing and ad-hoc committees. Such books shall be open for inspection as provided by law. The secretary shall, in general, perform all the duties incident to the office of secretary subject to the control of the Board of Directors and shall perform other duties as may be prescribed by the Board of Directors

D. Treasurer. The Treasurer shall serve for a term of three years. The Treasurer will monitor the financial activities for the Association and report to the Board. The Treasurer will present the annual audited report to the Board setting forth in full the financial resources of the Association. The Treasurer shall have custody of all corporate funds, property and securities subject to such regulations as may be imposed by the Board. The Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all corporate funds and other valuable effects in the name of and to the credit of the corporation in a depository or depositories designated by the Board. Corporate funds may be deposited only in banks or institutions which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. The Treasurer shall give to the president or board, whenever they require it, an account of transactions as Treasurer and of the financial condition of the corporation and shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the Board.

3. Executive Committee. The Executive Committee shall be composed of the Officers of the Board of Directors and other Board members as a majority of the Board shall designate. They shall meet as needed to plan for the board's work and to fulfill tasks assigned to them by the Board.

ARTICLE VI

Staff

1.Executive Director. An executive director may be appointed by the Board, in consultation with a search committee consisting of the President of ALTA, and at least two other board members to be chosen by the Board, and in keeping with the criteria, responsibilities, and requirements set for the position by the Board. Candidates shall be interviewed at the annual ALTA conference or by telephone conference.

The executive director (ED) is responsible for administering the program of the Association. The ED is accountable to the board of directors and shall work closely with the board to fulfill its objectives. The ED, as authorized by the board's fiscal policy, shall sign or delegate authority to sign checks and enter into agreements with the approval of the board of directors, which are necessary to carry out the objectives of the Association. The ED may hire other staff members as the board of directors authorizes. The ED shall be an ex officio member of the board. The ED shall not be entitled to vote but shall be entitled to notice of and attendance at meetings, except those portions of a meeting at which matters directly relating to the director are discussed.

2. Other Staff. All other staff shall be supervised by and accountable to the ED.

3. Hiring policies. Hiring shall be conducted in full compliance with the Association’s anti-discrimination policy. The Association shall hire no employees who are members of the immediate family (spouse, grandparent, parent, brother or sister, son or daughter) of any board member, or of any person who will supervise the employee.

ARTICLE VII

Public Statements

The Association shall not be responsible for statements or opinions advanced in its publications or in papers or discussions at meetings of the Association or for statements by any of its members or officers, except those authorized by the majority vote of the Executive Board.

ARTICLE VIII

Ad hoc and standing committees

1. In order to promote the interests and activities of the organization, ad hoc and standing committees of the members shall be established. Reports and decisions of the committees need not be binding on the board, but committees shall make recommendations and resolutions for the board to vote on according to its established procedure.

2. Standing committees: A standing committee may be convened or dissolved by a majority vote of the board.

A. Executive Committee. The Executive Committee will consist of the President, Vice President, Treasurer, Secrutary, the immediate past President, and the Executive Director. The Executive Committee will review and recommend policies affecting the Association, determine the Board meeting agenda, and approve committee assignments. In the interim between meetings of the Board, the Executive Committee has all the authority of the Board except as otherwise provided by law. All acts done and power and authority conferred by the Executive Committee within the scope of its authority are deemed to be, and may be specified as being, the acts of and under the authority of the Board.

B. Finance Committee.

C. Program Committee.

4. Committee review. Each committee chair shall be required to deliver a report on the actions of the committee to the Board at all regularly scheduled meetings. The board shall review the status of each standing committee to determine whether it will continue its activities every year at the annual conference meeting.

5. Composition of Committees: Committee chairs are to be appointed by the current president from the membership of the organization. Recruitment of committee members may be delegated to the committee chair, or undertaken by the board. Committee members must be members of the organization in good standing. Each committee shall include at least one serving member of the Board of Directors, appointed by the President.

6. Meetings of Committees: Standing committees will meet at times and places determined by the chair of the committee and specified in the notice of the meeting. Standing committee meetings will be goverend by the provisions of these bylaws that govern meetings of the entire Board. Each standing committee will keep regular minutes of its proceedings and report its actions to the Board when required.

7. Ad hoc committees: An ad hoc committee shall be appointed and dissolved by the president with the consent of a majority of the executive board to fulfill a specific task, and members shall serve at the discretion of the president.

ARTICLE IX

Finances

1. Dues. The annual dues for the respective classes of membership shall be set by the Board. Membership shall cease when dues are two months in arrears. Reinstatement is possible only upon application.

2. Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest, devise, or grant for the general purposes or for any special purposes of the Association.

3. Deposit. The funds of the Association shall be deposited in its name with banks or other depositories designated by the Board. All checks, notes, drafts and other negotiable instruments of the Association shall be signed only by those officers, agents, or employees authorized by the Board to sign. No officers, agents, or employees of the Association, alone or with others, have the power to make any checks, notes, drafts or other negotiable instruments in the name of the Association or to bind the Association thereby, except as provided in this section.

4. Fiscal Year. The Board shall set the fiscal year of the Association.

5. Records. The Association shall keep correct and complete books and records as specified by law. The Association shall keep records of the accounts and minutes of the proceedings of the Board of Directors and make them available to any member of the Association upon request.

6. Budget. The Board of Directors shall review and adopt a budget at the annual conference meeting.

ARTICLE X

Waiver of Notice

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

Amendments to Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the members of the Executive Board at any regular meeting or any special meeting, if at least ten (10) days written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

ARTICLE XII

Dissolution

Upon the final dissolution of the Association, either voluntarily or involuntarily, the Association shall proceed to collect its assets, convey and dispose of its properties, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and after paying or adequately providing for the payment of all of its obligations, distribute the remaining assets to such nonprofit charitable corporation or nonprofit organization, which corporation or organization qualifies as a 501(c)(3) exempted entity in the area of literary translation or international literature, as may be selected by the Executive Board of this Association.

ARTICLE XIII

Statement of Non-Discrimination

The corporation shall not discriminate against any person in the hiring of personnel, election of board members, provision of service to the public, the contracting for or purchasing of services or in any other way, on the basis of race, color, sex, national origin, disabling condition, age, or any other basis prohibited by law. This policy against discrimination includes, but is not limited to, a commitment to full compliance with Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to these statutes.

ARTICLE XIV

Indemnification

Right of Indemnification.

The Association shall indemnify any present or former officer of the Association including members of the Board of Directors, Officers, committee officers and committee members as well as any present or former employees or agents of the Association, to the fullest extent possible against expenses, including attorneys' fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to his or her conduct as a Director, Officer, Committee officer, Committee member, volunteer, employee or agent of the Association, for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest extent permitted by the Not-For-Profit Corporation Law of the State of XXXX or other applicable law, as such law now exists or may subsequently be adopted or amended; except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of the duty of loyalty to the Association; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Association, or against expenses in any such case, where such person shall be adjudged liable to the Association.

Service on the Board of Directors of the Association, or as an officer, Committee officer, Committee member, volunteer, employee or agent thereof, is deemed by the Association to have been undertaken and carried on in reliance by such persons on the full exercise by the Association of all powers of indemnification which are granted to it under this Article and the Not-For-Profit Corporation Law of the State of XXXX. Accordingly, the Association shall exercise all of its powers whenever, as often as necessary and to the fullest extent possible, to indemnify such persons. Such indemnification shall be limited or denied only when and to the extent provided above unless any applicable legal principles limit or deny the Association's authority to so act. This Article and the indemnification provisions of the Not-For-Profit Corporation Law of the State of XXXX (to the extent not otherwise governed by controlling precedent) shall be construed liberally in favor of the indemnification of such persons.

Advancement of Expenses.

Expenses incurred by a director or officer in connection with any action or proceeding as to which indemnification may be given under Section 1 of this [#of this Article’s order in Bylaws] may be paid by the Corporation in advance of the final disposition of the action or proceeding upon (a) the receipt of an undertaking by or on behalf of the director or officer to repay the advance if the director or officer is ultimately found not to be entitled to indemnification as authorized by this Article XIV and (b) approval by the Board acting by a quorum consisting of directors who are not parties to the action or proceeding or, if such a quorum is not obtainable, then by vote of a majority of the entire Board. To the extent permitted by law, the Board will not be required to find that the director or officer has met the applicable standard of conduct provided by law for indemnification in connection with an action or proceeding before the Corporation makes any advance payment of expenses under this provision.

Availability and Interpretation.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article XIV (a) will be available with respect to events occurring prior to the adoption of this Article XIV, (b) will continue to exist after any rescission or restrictive amendment of this Article XIV with respect to events occurring prior to such rescission or amendment, (c) will be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the director or officer (or, if applicable, at the sole discretion of the testator or intestate of the director or officer seeking such rights), on the basis of applicable law in effect at the time the rights are claimed and (d) will be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Corporation and the director or officer for whom such rights are sought were parties to a separate written agreement.

Other Rights.

The rights of indemnification and to the advancement of expenses provided in this [# of Article] will not be deemed exclusive of any rights to which any director or officer of the Corporation or other person may now or subsequently be otherwise entitled, whether contained in the certificate of incorporation, these by-laws, a resolution of the Board or an agreement providing for such indemnification; the creation of such other rights is hereby expressly authorized. Without limiting the generality of this section, the rights of indemnification and to the advancement of expenses provided in this Article XIV will not be deemed exclusive of any rights, pursuant to statute or otherwise, of any director or officer or other person in any action or proceeding to have his or her costs and expenses assessed or allowed in his or her favor, against the Corporation or otherwise.

Severability.

If this Article XIV or any part of it is held unenforceable in any respect by a court of competent jurisdiction, it will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article XIV will remain fully enforceable. Any payments made pursuant to this Article XIV will be made only out of funds legally available for such payments.

Most recently revised November 2014.