Bylaws of the
National Association for Interpretation

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Article I Name

Section 1. The name of the organization shall be the
National Association for Interpretation, a nonprofit corporation,
hereinafter referred to as NAI or the “Corporation.”

Article II Purpose

Section 1. The purpose, as further defined in the
Articles of Incorporation is to inspire leadership and
excellence to advance the profession of heritage interpretation.

Section 2. The Corporation shall strive to achieve its purpose by:

a. Facilitating communication among those in the interpretation
profession for exchange of ideas, techniques, and mutual assistance.
Such communication will include but not be limited to print and electronic
media, workshops, and conferences.

b. Developing and maintaining communication with related
professions and the general public to promote interest in and
understanding of the objectives and practices of interpretation.

c. Encouraging and assisting educational institutions to establish
and/or update curricula for the education of interpretation professionals.

d. Promoting research and other scholarly endeavors,
including provision of oral and printed forums for
presentation of such efforts and their outcomes.

Article III Membership

Section 1. The Corporation shall have various classes of
membership to meet the needs of its members. The Board of Directors
shall have the authority to change pricing structure, categories or services.

Section 2. Members shall be admitted to the Corporation upon written
application and payment of dues. The membership shall not be limited in its number,
and membership may not be restricted for any reason.

Section 3. Active members are members in good standing whose dues have been paid.

Section 4. Beginning with the month initial dues are received,
membership shall extend for the period, appropriate to the amount
paid under current membership fee structure.

Section 5. Membership in this Corporation is not transferable.

Section 6. Current individual membership is required of any
member running for or serving in an elected office.

Article IV Dues

Section 1. The appropriate dues for membership shall accompany
the application. There shall be no initiation fee.

Section 2. Dues shall be payable on or before the anniversary date
of the member’s membership in the Corporation, determined as of
the first day of the following month in which the application for membership,
with accompanying dues, is received by the Corporation. Honorary Life and
Paid Life members shall be exempt from the payment of annual dues.

Article V Meetings of Members

Section 1. An annual meeting of the members may be held
at the National Interpreters Workshop.

Section 2. Special meetings of the members may be called by
the Board of Directors, or by petition of not less than one-tenth
of the members entitled to vote.

Section 3. Notice of annual or special meetings shall be sent to
members at least forty-five (45) days prior to the meeting and
shall specify the time, place, date, and general nature of business
to be transacted.

Section 4. A quorum at a membership meeting shall be
one-tenth (1/10) of the total number of members of the
Corporation entitled to vote at the time of the meeting.

Article VI Organizational Structure

Section 1. The organizational structure of NAI consists of
Regions, Chapters, Sections, Branches, a Board of Directors,
Regional Leadership Council, Section Leadership Council,
and staff. To achieve the objectives of NAI, the Board of Directors
may at its discretion establish other organizational units to serve
special interests of the interpretive profession. The Board of Directors
shall exercise authority over policies of all organizational units,
unless these are otherwise stated in these Bylaws. Policies of all
organizational units shall conform to policies of the Corporation
as established and interpreted by the Board of Directors.

Section 2. There shall be no fewer than four Regions designated
using primarily geographic proximity, population centers,
Regional/cultural similarities, and approximate equivalence
in membership numbers as criteria. Regional boundaries may
be reviewed periodically by the Board of Directors as changes in
membership dictate or by the request of the affected Regions.

a. The officers to be established on the Regional level shall be
Regional Director, Deputy Regional Director, and Secretary/
Treasurer, herein called the Regional Executive Committee.
At the discretion of the Region, the positions of Secretary and
Treasurer may be one combined position or two separate positions.
Regional officers are elected for a term of two (2) years and may serve
up to three terms consecutively in that capacity.  All are elected by a
simple majority of votes cast by the members of their Regions
entitled to vote. Terms of office begin on January 1 following election. 
All Regional officers must reside within the Region they represent.

b. A Regional Leadership Council (RLC) shall be composed of all
Regional Directors or their delegated, Regionally-elected representatives.
The purpose of the RLC shall be to develop and maintain strong Regional
leadership, programs, and member services. The RLC is responsible for
defining and recommending Regional compliance with performance
standards to maintain good standing. A Chair and Secretary will be elected
annually by and from the members of the RLC.

c. Regional Treasurers shall serve as the treasurer for all
Chapters in their Region in addition to their regular duties.

d. The Regional Director may appoint, until the next scheduled
election for that office, Regional members to the Regional
Executive Committee to fill vacancies created by the departure
of the Deputy Regional Director, or Secretary/Treasurer.

e. If the Regional Director’s position is vacated, the sequence of
succession shall be Deputy Regional Director, then Secretary/
Treasurer (or in the event of separate Secretary and Treasurer
positions, by Secretary, then Treasurer). If fewer than six (6) months
remain before the next regularly scheduled Regional election and the
successor is willing and able to execute the duties of the position, then
no election need be held to fill the Regional Director’s position. Otherwise,
an election will be held as soon as possible according to the procedures set
forth in Article IX of these bylaws.
f. Each Region shall comply with performance standards
established by the Regional Leadership Council. Regions that
do not meet performance standards may be dissolved by action
of the Board of Directors after following the prescribed procedure
for remediation established by Regional Leadership Council.
g. Each Region shall have its own budget and operating funds
as determined by policy and guidelines of the Board of Directors.
Regions may conduct their own business and activities as they
determine appropriate, except when in conflict with the Corporation’s
Articles of Incorporation, Bylaws, or established policy. Financial
transactions and reporting will be administered through the
Corporation’s national account.
h. A geographic unit desiring Regional status shall seek
recognition and approval from the Board of Directors by
presenting a petition signed by a minimum of fifty (50)
active members. The petition must describe the geographic
boundaries of the proposed Region and identify a slate of
officers to initiate the Region.

Section 3. The purpose of Chapters is to provide a smaller
organizational structure that may be more practical for
members from a geographical standpoint, or that may be
affiliated with a particular academic institution that has an
interpretive course of study.

a. The establishment of a Chapter, or changes in Chapter
boundaries, requires approval of the Regional Executive
Committee in which the Chapter is located. A proposed
Chapter shall seek recognition from the Regional Executive
Committee by presenting a petition for Chapter status signed
by a minimum of any twenty-five (25) active members of NAI.
The petition must identify proposed Chapter boundaries and
include the name(s) of an individual(s) willing to serve as
Chapter Chair.

b. Upon recognition and approval of Chapter status, Chapter
officer(s) shall then be elected by majority vote by the Chapter
membership. At a minimum, Chapters shall elect a Chapter
Chair to manage the affairs of the Chapter and serve as liaison(s)
to the Regional Executive Committee.

c. Each Chapter may have its own budget and operating funds

as determined by policy and guidelines of the Regional Executive

Committee and Board of Directors. The Regional Treasurer shall

serve as the treasurer for all Regional Chapters and is responsible

for separately tracking Chapter funds within the Regional

accounting system.
d. Chapters may otherwise conduct their own business and activities

as they determine appropriate, except when in conflict with the

Corporation’s Articles of Incorporation, Bylaws, or established

Board of Directors or Regional Executive Committee policies.
e. Members of Chapters shall also be members of the Corporation

and may vote for officers of the Chapter of which they are a member.

Chapter officers must live within the Chapter they represent.
f. In any and all disputes between Regions and Chapters, the Board

of Directors of the Corporation shall act as arbitrator.

g. Dissolution of Chapters shall be at the discretion of

the executive committee of the Region in which the Chapter exists.

 

Section 4. The purpose of Sections is to provide an organizational

structure that may be more practical for members from a

standpoint of professional interests in interpretation. The Section

structure is designed to encourage the development of programs,

products, or services which accommodate the educational needs

and interests of members sharing a specialty within the

interpretive profession. There shall be no fewer than four (4)

viable Sections at any given time. 

a. The officers to be established on the Section level shall

be Section Director, Deputy Section Director, and Secretary/ Treasurer,

herein called the Section Executive Committee. At the discretion

of the Section, the positions of Secretary and Treasurer may be

one combined position or two separate positions. Section officers

are elected for a term of two (2) years and may serve up to three

terms consecutively in that capacity. All are elected by a simple

majority of votes cast by the members of their Sections entitled to

vote. Terms of office begin on January 1 following election. All Section

officers must be members of the Section they represent.

b. A Section Leadership Council (SLC) shall be composed of all

Section Directors or their delegated, Section-elected representatives.

The purpose of the SLC shall be to develop and maintain strong Section

leadership, programs, and member services. The SLC is responsible

for defining and recommending compliance with performance standards

to maintain good standing. A Chair and Secretary will be elected

annually by and from the members of the SLC.

c. Section Treasurers shall serve as the treasurer for all

Branches in their Section in addition to their regular duties.

d. The Section Director may appoint, until the next scheduled

election for that office, Section members to the Section Executive

Committee to fill vacancies created by the departure of the

Deputy Section Director, or Secretary/Treasurer.

e. If the Section Director’s position is vacated, the sequence of succession

shall be Deputy Section Director, then Secretary/ Treasurer (or in the

event of separate Secretary and Treasurer positions, by Secretary,

then Treasurer). If fewer than six (6) months remain before the next

regularly scheduled Section election and the successor is willing and

able to execute the duties of the position, then no election need be

held to fill the Section Director’s position. Otherwise, an election

will be held as soon as possible according to the procedures set forth

in Article IX of these bylaws.

f. Each Section shall comply with performance standards

established by the Section Leadership Council. Sections

that do not meet performance standards may be dissolved

by action of the Board of Directors after following the prescribed

procedure for remediation established by Section Leadership Council.

g. Each Section shall have its own budget and operating

funds as determined by policy and guidelines of the Board of

Directors. Sections may conduct their own business and activities

as they determine appropriate, except when in conflict with the

Corporation’s Articles of Incorporation, Bylaws, or established

policy. Financial transactions and reporting will be administered

through the Corporation’s national account.

h. A proposed Section shall seek recognition and approval from

the Board of Directors by presenting a petition signed by a

minimum of fifty (50) active members. The petition must

describe the common bond which motivates the Section and

identify a slate of officers to initiate the Section.

 

Section 5. The purpose of Branches is to provide a smaller organizational

structure that may be more practical for members from a geographical or

interpretive interest standpoint, or that may be affiliated with a particular

academic/interpretive institution that has particular interest in the

Section's mission.      

a. The establishment of a Branch, or changes in Branch

boundaries, requires approval of the Section Executive

Committee with which the Branch is affiliated. A proposed

Branch shall seek recognition from the Section Executive

Committee by presenting a petition for Branch status

signed by a minimum of any twenty-five (25) active members

of NAI. The petition must identify proposed Branch boundaries

and include the name(s) of an individual(s) willing to serve

as Branch Chair.  

b. Upon recognition and approval of Branch status, Branch officer(s)

shall then be elected by majority vote by the Branch membership.

At a minimum, Branches shall elect a Branch Chair to manage

the affairs of the Branch and serve as liaison(s) to the Section

Executive Committee.      

c. Each Branch may have its own budget and operating funds

as determined by policy and guidelines of the Section Board

and Board of Directors. The Section Treasurer shall serve

as the treasurer for all Section Branches and is responsible

for separately tracking Branch funds within the Section

accounting system.

d. Branches may otherwise conduct their own business

and activities as they determine appropriate, except

when in conflict with the Corporation’s Articles of

Incorporation, Bylaws, or established Board of Directors

or Section Executive Committee policies.

e. Members of Sections shall also be members of the

Corporation and may vote for officers of the Branch of

which they are a member. Branch officers must live

within the Branch they represent.

f. In any and all disputes between Sections and Branches,

the Board of Directors of the Corporation shall act as

arbitrator.

g. Dissolution of Branches shall be at the discretion of

the executive committee of the Section in which the

Branch exists.

 Article VII Board of Directors

Section 1. The affairs, funds, and property of the Corporation,

including all organizational units, shall be under the general

supervision of the Board of Directors. The Board shall transact

the general business of the Corporation at its annual membership

meetings, establish organization policies and perform such other

functions as designated in the Bylaws, or otherwise assigned to it

by the membership, or by law. The Executive Committee shall

have general supervision of the Corporation between meetings

of the Board of Directors and may bring matters to the entire

Board of Directors as deemed necessary between meetings

for an electronic ballot.

 

Section 2. The Board of Directors shall be composed of an

Executive Committee consisting of a Corporation President,

a Vice-President for Administration, a Vice-President for

Programs, a Secretary, and a Treasurer elected by the general

membership. The Board will also include four (4) Section

representatives elected by and from the Section Leadership

Council, four (4) Regional representatives elected by and from

the Regional Leadership Council, and three (3) at-large members

appointed by the President and confirmed by majority vote of the

Board of Directors. If an elected RLC or SLC representative

to the board is unable to attend a regular meeting of the

Board of Directors, the RLC or SLC will be responsible for

assigning a temporary representative from among its regular

members who may serve as a proxy for the elected representative.

Said proxy may participate in discussions and will also have

voting privileges.

 

Section 3. Members of the Executive Committee may serve

no more than three consecutive terms in the same office.

Terms of office begin on January 1 following election.

a. The Executive Committee shall be elected

according to the following procedure:

b. Region and Section representatives elected by

their respective leadership councils must serve a

full two-year term while holding their Regional Director

or Section Director position and may not be elected to the

Board of Directors if fewer than two years remain in their

Regional Director or Section Director position. Vacancies

shall be filled as specified in Article VII, Section 10. 

 

Section 4. A regular meeting of the Board of Directors may be held

without other notice than this Bylaw, in conjunction with the

annual meeting of members. The Board of Directors may provide

by resolution the time and place for holding of additional regular

meetings of the Board with a 30-day notice to the general membership.

A minimum of two (2) regular meetings per year will be held.

 

Section 5. Special meetings of the Board of Directors may be

called by the President or any five (5) Board members. Notice of

any special meeting of the Board of Directors shall be given at

least two (2) weeks previously to each board member. The Board of

Directors may waive this notice requirement by unanimous written

consent which states the date, time, place, and purpose of the

special meeting.

 

Section 6. All in-person meetings of the Board of Directors, or any

committee of the Corporation, shall be open to attendance by any

active member of NAI, but nothing herein shall prevent the Board of

Directors, or any such committee, by resolution or other appropriate action,

from convening in private session for the consideration of any matter

which may come before them. However, the vote or other final action of

such Board of Directors or committee shall be taken in open session.

 

Section 7. The dates, time periods, and minutes of all phone, mail, or in-

person meetings of the Board of Directors shall be given upon request

to any active member.

 

Section 8. A majority of the Board of Directors shall constitute a quorum

for the transaction of business at any meeting of the Board of Directors.

 

Section 9. The act of a majority of the Board members present at a

meeting shall be the act of the Board of Directors unless the act of a

greater number is required by law or by these Bylaws.

 

Section 10. Any vacancy occurring in the Executive Committee or

among at-large members of the Board of Directors may be filled for

the balance of the term by action of the Board of Directors. Any

vacancy occurring in Regional or Section representatives may be filled

by special election from the Region Leadership Council or Section

Leadership Council respectively, within thirty days after the

 vacancy occurs. Vacancies so filled do not apply towards consecutive

term limits.

 

Section 11. Members of the Board of Directors shall not receive any

slated salaries for their services, but by resolution of the Board of Directors,

expenses of attendance, if any, may be allowed for attendance at each

regular or special meeting of the Board of Directors.

 

Section 12. Any member of the Board of Directors may resign at any

time by delivering a written resignation to the President of the

Board of Directors. The acceptance of such a resignation shall

not be necessary to make it effective.

 

Section 13. A member of the Board of Directors who misses

two (2) consecutive regularly scheduled meetings of the Board of

Directors may be asked to resign from the Board of Directors.

 

Article VIII Elected Officers and Staff

 

Section 1. The President shall be the Principal Executive Officer

of the Corporation and shall, in general, exercise supervision of the

business and affairs of the Corporation with oversight from the Board

of Directors. The Corporation may employ executive staff to carry out

the day-to-day functions of the Corporation under the supervision of

the President and the Board of Directors.

 

Section 2. The President shall preside at all meetings of the general

membership and of the Board of Directors. The President may establish

committees, standing or special, as he or she deems necessary and

appoints all committee chairs subject to the approval of the Board of Directors,

except the Nominations/Elections Committee; may serve as an

ex-officio member of all committees, except the Nominations/Elections

Committee; and shall have the general powers and duties of management

incident to the office of President, and such other duties as may be

prescribed by the Board of Directors from time to time. The President

votes only in situations that require the breaking of a tie vote.

 

Section 3. The Vice-President for Administration shall serve in the

absence of the President, or in the event of the incapacity or resignation

of the President, and when so acting, shall have all the powers of,

and be subject to, all the restrictions upon the President. The Vice-President

for Administration shall act as a liaison between the Board of Directors

and any standing or special committees assigned to him or her, and perform

such other duties as from time to time may be assigned by the President

or the Board of Directors. The Vice-President for Administration or the

Vice-President for Programs will also serve as a liaison between the

RLC, the SLC, and the Executive Committee.

 

Section 4. The Vice-President for Programs shall act as a liaison

between the Board of Directors and any standing or special committees

assigned to him or her, serve as board liaison for program activities of

the organization, and perform such other duties as from time to time

may be assigned by the President or the Board of Directors.

 

Section 5. The Secretary shall keep corporate records and minutes of all

membership and board meetings and other duties incident to the

office of Secretary. The Secretary shall also perform such other

duties as from time to time are assigned by the President or Board

of Directors.

 

Section 6. The Treasurer shall review the complete books and

records of accounts kept by staff, prepare financial reports of the

Corporation, including annual reports, and perform other duties

incident to the office of Treasurer. The Treasurer shall also perform

such other duties as from time to time are assigned by the

President or Board of Directors.

 

Section 7. The Treasurer, and any other officer or employee of the

Corporation so directed by the Board of Directors, may furnish, at the

expense of the Corporation, a bond for the faithful discharge of

their duties in such sum and with such surety or sureties as the

Board of Directors shall determine.

 

Section 8. The Board of Directors may appoint, contract with, or

employ such additional officers, agents, or employees as it may

deem necessary for the carrying out of the purposes of the

Corporation, and may provide for their compensation, provided,

however, that no such paid person shall be a member of the

Board of Directors. Employees serve at the discretion of the

Board of Directors.

 

Article IX Nominations/Elections

 

Section 1. By the month of March in each year, the Board of

Directors shall appoint a Nominations/Elections Committee

Chair to solicit and accept nominations of candidates for each

of the Corporation Executive Committee, Region, Section, and

Chapter offices being vacated in the next year. The committee

shall include the past national president, a representative from

the Regional Leadership Council and the Sectional Leadership

Council and associate chairs to be appointed by the chair.  The

Nominations/Elections Committee shall notify the Secretary in

writing by August 15 of the names of the candidates being

nominated. The national office shall prepare and mail an election

ballot carrying the names of the candidates and any proposed bylaw

changes to each active member of the Corporation by September 15.

Write-in privileges shall be maintained at all levels of the organization.

 

Section 2. All nominees, including write-ins, must certify willingness

to serve in the office for which they are nominated. Any person wishing

to serve in an elected position must maintain an individual membership

during the election and term of office.

 

Section 3. The Nominations/Elections Committee shall be responsible

for having the ballots counted and reporting the election results to the

Secretary and the Board of Directors. The National Secretary shall certify

the results of the elections.

 

Section 4. A simple majority of the votes cast shall elect each

position/officer. In the event of a tie, a run-off will be held.

 

Article X Voting by the Membership

 

Active members are entitled to cast one (1) vote on each measure

requiring a vote. Affirmative vote of a majority of votes cast shall be

required to approve any measure except for those measures that

might amend the articles of incorporation, or provide for a proposed

consolidation or dissolution, in which case two-thirds (2/3) affirmative

vote of all members responding to the ballot is required.

 

Article XI Fiscal

 

Section 1. The fiscal year of the Corporation shall extend from

January 1 to December 31.

 

Section 2. The Board of Directors may authorize any officer or

officers, agent or agents of the Corporation, to enter into transactions,

sign legal documents, sign documents for the payment of money or

evidence of debt by board resolution which states the officer or agent’s

actual authority to act within the limits as specified in the Board resolution.

 

Section 3. All checks, drafts, or orders for the payment of money,

notes, or other evidences of indebtedness issued in the name of the

Corporation shall be signed by such officer or officers, agent or agents

of the Corporation and in such manner as shall from time to time be

determined by resolution of the Board of Directors.

 

Section 4. All funds of the Corporation shall be deposited from time

to time to the credit of the Corporation in such banks, trust companies,

or other depositories as the Board of Directors or agent or agents

of the Corporation may select.

 

Section 5. The Board of Directors or agent or agents of the Corporation

may accept or reject on behalf of the Corporation any donation,

contribution, gift, bequest, or device for the general purposes or for

any special purpose of the Corporation.

 

Section 6. The Board of Directors shall fix the salaries and other

compensation of the employees or other agents of the Corporation.

 

Article XIII Indemnification and Insurance

 

Section 1. Members of the Board of Directors, officers, employees

and agents shall be

indemnified by the Corporation pursuant to Colorado Revised Statutes

Sections 7-109-101 et seq. as amended from time to time.

 

Section 2. The Corporation may purchase and maintain insurance on

behalf of any person who is a member of the board of directors, officer, or

employee of the Corporation or is serving at the request of the Corporation.

 

Article XIV Dissolution

 

Upon dissolution of the corporation all of its assets shall be paid over or

transferred to one or more exempt organizations of the kind described

in Section 501(3) of the Internal Revenue code pursuant to a plan of

distribution as adopted by two-thirds (2/3) affirmative vote of all members

responding to a ballot.

 

Article XV Amendments

 

Section 1. Proposals to amend these Bylaws, in whole or in part,

may be brought forward at any time by the Board of Directors or

submitted to the Board in writing by at least twenty-five (25) active

members of the Corporation.

 

Section 2. The Bylaws can be amended by a two-thirds (2/3) majority

vote of the responding membership when polled by written ballot.

Approved changes shall take effect immediately unless otherwise

noted on the ballot. The undersigned as the duly elected Secretary

of the National Association for Interpretation hereby certifies that

the foregoing constitutes a true and complete copy of the Bylaws of

said Corporation as amended through June, 2005.

 

Signed,

Lynn Youngblood, NAI Secretary