Board of Directors Standards of Ethical Conduct
The Board of Directors of the National Court Reporters Association is committed to observing and promoting the highest standards of ethical conduct in the performance of their responsibilities on the Board. All Board Members pledge to accept these standards as a minimum guideline for ethical conduct and shall:
Accountability
- Abide in all respects by the NCRA Code of Professional Ethics and all other rules and regulations of the Association (including, but not limited to, the Association’s Articles of Incorporation and Constitution and Bylaws) and will ensure that their registered Membership in the Association remains in good standing at all times.
- Review all information and materials sent in connection with Board business and attend the meetings of the Board, Board committees, and Board liaison appointments to which appointment is accepted.
- Fully disclose, at the earliest opportunity, any information that may result in a perceived or actual conflict of interest and act in accordance with the NCRA Conflict of Interest policy.
- Exercise reasonable care, good faith, and due diligence in the Association’s affairs.
- Fully disclose, at the earliest opportunity, information of fact that would have significance in Board decision-making.
- Remain accountable for prudent fiscal management of the Association.
Professional Responsibilities
- Exercise extreme care in all oral or written statements and personal speaking engagements to separate expression of personal opinion or belief from communications carrying the color of authority of the Association. Further, position/title on the Board will not be used when expressing a personal opinion unless acting within one’s capacity and duties as a Board member and representing the Board and the Association’s position on such issue. A disclaimer shall be made indicating that the Board member is appearing in a private/personal capacity and not as an NCRA representative. This disclaimer does not relieve a Board Member of their duty to be bound by the Board Standards of Ethical Conduct.
- Refrain from discussing outside of the meeting room individual differences and opinions about Board and Board Committee decisions.
- Develop, encourage, and uphold the highest standards of personal and professional conduct among one’s colleagues and the NCRA membership as a whole.
- Exercise the powers vested for the good of all members and the Association itself rather than for personal benefit.
- Avoid situations which may be improper or may give the appearance of impropriety.
Confidential Information
- A Board Member shall not use NCRA materials or assets to inure to their personal or professional use or benefit.
- Maintain the confidentiality of information acquired through Board service.
- Be diligent and alert as to what information learned during Board service can or should be shared with others.
- Except as the Board of Directors may otherwise require or as otherwise required by law, no Board member shall share, copy, reproduce, transmit, divulge, or otherwise disclose any confidential information related to the affairs of the Association, and each member of the Board will uphold the strict confidentiality of meetings and other deliberations and communications of the Board of Directors.
- “Confidential information” includes, but is not limited to, discussions in Executive Sessions and information on employees (including compensation) except to the extent that this information is publicly available (such as on the IRS Form 990 and the annual audit report).
Collaboration and Cooperation
- Exhibit and maintain a professional level of courtesy, respect, and objectivity in all matters related to Association business, including, but not limited to, Board meetings, assignments, committee work, interactions with other Board Members, interactions with Members, recognizing that appointment to the Board is a privilege bestowed by one’s colleagues to serve the Membership and the mission of the Association.
- Respect the diversity of opinions as expressed or acted upon by any Member or group of Members.
- Promote collaboration, cooperation, and partnership among NCRA Members.
Former Board Members
- All standards of conduct shall remain binding even after an Officer or Board Member completes his/her service. Officers and Board Members will remain ambassadors of NCRA for life and shall continue to uphold the standards set forth above. With respect to Paragraph 7, it is understood that the views of former Officers and Board Members may change, but in no event shall a former Officer or Board Member use his/her former position/title to support any personal opinion that is contrary to the purposes of the Association (such as by promoting alternative reporting methods as superior to verbatim stenographic reporting technologies). Any such former Officer or Board Member who does so may be asked to cease using their former position/title or, depending on the circumstances, the Board of Directors may seek to revoke any honors, titles, and/or membership in the Association as outlined in Article III, Section 13 (a) of the Constitution and Bylaws. Officers and Board Members agree to accept this commitment and accept such sanctions in addition to any remedies provided by the Constitution and Bylaws. Each Officer or Board Member agrees to such action as a condition of their service.
This policy will be reviewed by the Board and signed by each Officer and Director as a separate document.
Board Standards of Ethical Conduct Complaint Procedures
The Board Standards of Ethical Conduct (“Board Standards”) is intended to provide guidance and support for the Directors and Officers of NCRA and is not intended to be punitive. Should an allegation be made that a Director or Officer currently serving on the NCRA Board of Directors has violated the Board Standards, reasonable attempts shall first be made to resolve the matter informally and collaboratively and in a positive and supportive manner with the participation of all Directors and Officers, including the Director or Officer complained against. Sanctions against a Director or Officer shall only be considered as a last resort.
The following procedures (“the Procedures”) shall be followed in instituting and resolving formal complaints that a Director or Officer currently serving on the NCRA Board of Directors (“Board”) has violated the Board Standards. These same procedures also shall apply to any complaint against a former Officer or Director against whom the complaint is made to the extent practicable.
These Procedures do not apply to any complaint that a Director or Officer has violated NCRA’s general Code of Professional Ethics (“COPE”), state law, or any other legal or ethical requirements that may apply to the Director or Officer as a Member of NCRA or as a reporter unless the alleged activity also violates the Board Standards. Accordingly, any allegations that a Director or Officer has violated COPE shall be referred to the Committee on Professional Ethics. Likewise, any complaint that a Director or Officer has violated any state law or rule shall be brought before the appropriate state authorities.
These Procedures shall only be utilized if an attempt to reach an informal and collaborative resolution is insufficient or deemed by the Board to be inappropriate given the severity of the allegation(s).
As a general rule, once these Procedures have commenced, neither the complainant, nor the Director or Officer who is the subject of the complaint shall participate in any of the Board's deliberations regarding said complaint. Depending upon the circumstances of a particular complaint and the severity of the sanctions that are being considered, the Board may allow greater participation by the parties.
“Executive Director” refers to the Executive Director or his or her designated representative.
- Any NCRA Director, Officer, or Member may file a complaint against a Director or Officer currently serving on the NCRA Board of Directors. All complaints must be in writing, signed by the person making the complaint, and addressed to the Executive Director of the Association. All complaints must contain the name of the Officer or Director complained against, a description of the conduct complained of, and references to the specific provisions of the Board Standards involved in the complaint. In addition, the complaint must include all pertinent documentation available at the time of the complaint. All complaints must be signed by the complainant, and the complainant must affirm that the facts stated in the complaint are true and accurate to the best of the complainant's knowledge and belief. The complaint must also contain the complainant's consent for the Association's disclosure of the complaint to the Director or Officer complained against, the members of the Board of Directors, and appropriate staff.
- Once a complaint has been filed and all conditions enumerated in No. 1 above have been met, NCRA will send all written communications to the person making the complaint and the Director or Officer complained against. Any requirement for a written communication under these Procedures may be satisfied by electronic mail, facsimile, certified mail, overnight express courier, or hand delivery. The Executive Director shall forward a copy of the complaint to the Director or Officer, along with a copy of these complaint Procedures and a copy of the Standards, and request that the Director or Officer respond to the complaint in writing within thirty (30) days from the date of the letter of notification. A copy of any response received shall be forwarded to all relevant parties.
- NCRA shall keep confidential all records, documents, files, and evidence pertaining to a complaint, and proceedings will be closed to the public except as may be necessary for compliance with these complaint Procedures or to take ancillary action with respect thereto or unless ordered otherwise by a court or agency of competent jurisdiction.
- Any party initiating a complaint shall agree in writing not to disclose all or part of any record, document, file, or evidence of the decision of the Board. Such party shall also agree in writing to indemnify and hold harmless the Association from any claim or action that may result from such improper disclosure of information related to the complaint and conduct of the complaint proceeding.
- Should a Director or Officer resign from the Board or resign his or her membership in NCRA after these Procedures have been started, the Board shall complete the processing of the complaint as specified in these Procedures.
- When the thirty-day (30) period has elapsed, or earlier if a response is received earlier, the Executive Director shall forward the complaint, documents submitted, and the response, if any, to the Board of Directors. The Board may reach its decision based on the complaint and the response, if any, or may ask the Executive Director to obtain additional information. The Board may also grant an opportunity for the person making the complaint and the Director or Officer complained against to be heard either in person, through legal counsel, or in a format agreed to by all parties. If the Board determines there are disputed issues of fact that are material to its decision, it may grant any party an opportunity to present relevant information, including documents and witnesses, and an opportunity to cross-examine the witnesses called by any party. The Board shall be the judge of the relevance and materiality of any information offered, and conformity to legal rules of evidence shall not be necessary.
- The Board shall thereafter prepare a written decision containing its findings of fact and conclusions. If the Board finds that a violation has occurred, it may issue a private reprimand, a public reprimand or (in the case of an Officer) may suspend or remove the Officer from his/her position on the Board.
- Sanctions imposed by the Board shall be determined by a simple majority vote of the Board, except that removal of an Officer from his or her position shall be governed by the requirements of Article VI-Officers, Section 3-Removal, of the Constitution and Bylaws which states: "Any Officer of the Association may be removed by a three-fourths (3/4) vote of the Board of Directors at a meeting at which a quorum is present whenever in its judgment the best interests of the Association would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed."
- The Board may suspend the processing of the complaint pending the outcome of any related administrative, civil, or criminal proceedings, or for any other reason deemed appropriate by the Board to ensure fairness or due process for all parties.
- All decisions of the Board shall be final and not subject to any appeal.
- Each party shall bear his or her own costs and expenses with respect to any proceeding except as may be specifically authorized by the Board.
- Each Director and Officer shall be provided with a copy of the Board Standard of Ethical Conduct (“the Board Standards”) and this procedures document (“the Procedures”) and shall affirm that they have read, understand, and agree to be bound by the Board Standards and the Procedures including after their term of service has concluded.
- Each potential candidate for a Director or Officer position shall be provided with a copy of the Board Standards and the Procedures and shall affirm that they have read, understand, and agree to be bound by the Board Standards and the Procedures.
- NCRA shall publish on its website the Board Standards and the Procedures, and a listing of those Officers, Directors, and candidates for Officer or Director who have agreed to be bound by them.
“Executive Director” refers to the Executive Director or his or her designated representative.
Ownership of Materials and Information
Any material or information that may be created, prepared, or modified as a Board Member either individually or with other members of the Board are “works made for hire” ("Works") and are the sole property of NCRA; and, therefore, NCRA shall own all right, title, and interest in and to the Works, including the entire and exclusive copyrights in the Works.
It is agreed to assign to NCRA ownership of all right, title, and interest therein, including, but not limited to, the entire copyright in the Works. It is agreed to execute all documents, take all actions, and provide assistance as reasonably requested by NCRA to perfect its ownership of the entire copyright to said Works.
Board Speaking Engagements Other Than Delegated Representative Assignments
An NCRA Board Member may accept speaking engagements other than delegated representative assignments if they are unpaid except for direct expenses. The Board Member shall inform the sitting President of the engagement.
Any subject matter in a speaking engagement by an NCRA Board Member, whether in an official capacity or not, must adhere to the Board Standards of Ethical Conduct, including the NCRA Conflict of Interest policy referenced therein and the NCRA Mission Statement.
Listserv Policy and Procedures
Current members of the Board of Directors may elect to have read-only access to NCRA email lists which are not restricted by the nature of the committee (i.e., restricted email lists including, but not limited to, Nominating Committee, COPE, DSA, CAPR).
- All members of the NCRA Board of Directors shall be included on the NCRA Board email list.
- The President, President-Elect, and CEO of the NCRA Board of Directors shall have access to all allowable email lists, with the ability to comment when necessary.
- The Board liaison to a specific committee shall automatically be included on that committee’s email lists to assist and reply when necessary.
- Each member of the Board of Directors may elect to have read-only access to additional allowable email lists for informational and monitoring purposes only.
- Inclusion on an email list shall be read-only, with the exception of the Board email list and the committee email lists for which a Board Member is the liaison.
- If a Board Member wishes to comment on an email list thread, that comment shall be sent directly to the President, with a copy to the Executive Director and staff liaison for that particular committee, for their review and determination whether the comment should be forwarded.
- Contacting committee members relating to an email list discussion off the email list (privately) by Board Members who have read-only access is not permitted.
- Discussions contained within an email list thread shall not be disseminated by a Board Member to a non-Board Member for any purpose without the preapproval of the President.
Officer/Director Term Transition
Incoming Officers and Directors
(candidates not currently serving on the Board)
Each Director's and Officer's term in office begins upon adjournment of the Annual Business Meeting at which they are elected.
Attendance by incoming Officers/Directors in uncontested elections at the following Conference meetings is mandatory:
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Preconference Board Meeting
- NCSA Opening Reception
- Annual Business Meeting
- NCSA Annual Meeting
Incoming Officers/Directors will be added to Board intranet and email list immediately following Conference.
Outgoing Officers and Directors
Each outgoing Director's or Officer's term in office ends at the close of the Annual Business Meeting.
Attendance at major Conference events, and other events during the Conference as delineated by the President is mandatory.
Outgoing Officers and Directors (who receive NCRA reimbursement for their attendance at Conference), although they have no official duties or assignments starting with the Premier Session, are expected to remain active and visible for the duration of the Conference.
Outgoing Officers and Directors will be removed from the Board intranet and email list immediately following Conference.
Executive Committee
The Executive Committee will exercise its best business judgment to act in the best interest of NCRA and its members. In the event that the committee takes actions in lieu of the Board of Directors, the committee will provide a detailed summary of its discussion and actions to the Board within 48 hours.
Non-Board Committees
Members of the Board of Directors shall not be appointed to serve as Members of non-board committees.
Board Liaisons
The president may appoint liaisons to non-board committees from the Board of Directors.
Contests Participation
Board members are not precluded from entering and competing in contests, as long as they inform the president of their intentions beforehand.