ITALIAN LANGUAGE DIVISION OF THE AMERICAN TRANSLATORS ASSOCIATION

BYLAWS

Article 1. Name.

The name of this organization is the Italian Language Division (hereinafter called "the ILD") of the American Translators Association (hereinafter called "the Association").

Article 2. Purpose

The purpose of the ILD is to serve as a means of communication among its members; to provide information and service to its members in specific fields of interest related to the Italian language; to organize meetings to further cooperation and information exchanges among members; and to promote the policies and objectives of the Association.

Article 3. Members

Paragraph 1. Members and Voting Members.

Members of the ILD shall be members in good standing of the Association who have paid the annual membership dues of the ILD. All members of the ILD shall be voting members of the ILD.

Paragraph 2. Annual Membership Dues

Annual membership dues shall be set by majority vote at the Annual Meeting of the ILD. Membership dues shall be payable for the current calendar year and will be renewable as of December 31 of each year, regardless of the date of admission to the ILD.

Paragraph 3. Rights of Membership.

Members of the ILD shall receive ILD publications and announcements. They shall have the right to vote for ILD officers and on ILD business as required.

Article 4. Officers

Paragraph 1. Officers

An Administrator and an Assistant Administrator shall be officers of the ILD. All officers must be active members of the Association.

Paragraph 2a. Administrator

The Administrator shall perform the duties of the presiding officer of the ILD. In addition, the Administrator shall keep all ILD records and shall be responsible for financial matters. The Administrator shall submit an annual report and financial statement to ILD members and to the Board of Directors of the Association. The Administrator shall be the principal representative of the ILD in relations with other organizations and bodies, and shall serve as the communications link between the ILD and the Association. These duties may be delegated by the Administrator to other voting members of the ILD.

Paragraph 2b. Assistant Administrator

The Assistant Administrator shall assist the Administrator as required, and shall take an active interest in the activities of the ILD. The Assistant Administrator shall replace the Administrator in his or her absence, or in the event that the Administrator is incapacitated, until elections can be held, as necessary.

Paragraph 3. Nominating Committee

The Administrator shall appoint a Nominating Committee no later than April 30 of any year in which elections for office are to be held. This Committee shall not include any current officer, nor any candidate for office. Members of the Nominating Committee shall be voting members of the Association. The Committee shall present the names of candidates and their written acceptances to the Board of Directors of the Association no later than 12 weeks before the Annual Meeting of the ILD. Additional candidates may add their names to the ballot by petition to the Board of Directors supported by the signatures of 15 members of the ILD within 30 days of the publication of the list of candidates.

Paragraph 4. Elections

The ILD officers shall be elected by a majority of voting members present at the Annual Meeting of the ILD. Voting members unable to attend the Annual Meeting may send their written vote by mail, or directly to the election Inspector appointed for the purpose no later than 2 weeks before initial date of Annual Meeting, or they may appoint a proxy. The ILD officers shall be elected for a two-year period or until a successor is selected. Their term of office shall begin at the close of the Annual Meeting of the ILD.

Paragraph 5. Limitation of Consecutive Terms

No member shall be eligible to serve as Administrator or Assistant Administrator for more than three consecutive terms.

Paragraph 6. Replacement of Vacated Positions.

If the office of Administrator is vacated between elections, the Board of Directors of the Association shall appoint an Administrator from among the eligible members of the ILD to serve the remainder of the unexpired term.

Article 5. Meetings

Paragraph 1. Annual Meeting of the ILD

The ILD shall meet during the Annual Conference of the Association. This meeting shall be known as the Annual Meeting of the ILD for the purpose of holding elections, hearing reports of the Administrator and Committees, if any, and discuss other business that may arise.

Paragraph 2. Quorum

Ten percent or a minimum of ten members of the ILD shall constitute a quorum. The Administrator shall vote only in a case of a tie, but shall be counted for the purpose of determining a quorum.

Paragraph 3. Special Meetings.

The Administrator may call special meetings if the need arises, or if one is requested by petition of at least 15 members of the ILD. Members shall be notified of the meeting and the agenda thereat at least twenty days in advance. Those unable to attend shall have the right to vote by mail, or to appoint a proxy, on any business to be conducted at such a meeting. In the event that the Administrator is unable to attend the meeting, the Assistant Administrator shall act as Administrator with full powers. In the event that neither officer is able to attend the meeting, the Administrator may appoint a voting member of the ILD to stand in his or her stead.

Paragraph 4. Notification in Advance and Open Meetings.

Members shall be notified of all meetings including the Annual Meeting and the agenda thereof at least fourteen days in advance. ILD meetings shall be open to members and non-members alike.

Article 6. Committees

The Committees, standing or special, shall be appointed by the Administrator. Committees may include, but shall not be limited to, a Newsletter Committee and a Membership/ Nominating Committee. The Chair of each Committee may recruit Committee members as needed. It shall be the responsibility of the Committee Chair to notify the Administrator and the membership of the ILD of such appointment.

Article 7. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the ILD in all cases to which they are applicable, and in which they are not inconsistent with these bylaws or those of the Association and any special rules of order the Association or the ILD may adopt.

Article 8. Amendment of Bylaws

These bylaws may be amended by a majority vote cast by members of the ILD voting by ballot at the Annual Conference, or at a regular meeting of the ILD held at a designated location notified to all members, or at the Administrator's address, provided that the complete text of the proposed change(s) is submitted to each member in writing in advance of the vote, that each voting member has the opportunity to vote either in person, by mail, or by proxy, and that the revision is approved by the Board of Directors of the Association.

11/6/98