BYLAWS OF THE
INTERNATIONAL ASSOCIATION FOR MACHINE TRANSLATION, INC.
(IAMT)

ARTICLE 1. NAME AND GENERAL STRUCTURE

The name of this nonprofit association, a corporation organized and existing under the laws of the District of Columbia, United States of America, shall be the International Association for Machine Translation, Inc. (IAMT). Provision is made herein for the establishment of three regional divisions within IAMT.

ARTICLE 2. PURPOSES

The purposes of the International Association for Machine Translation, Inc., shall be exclusively nonprofit, scientific, and educational. It shall bring together users, developers, researchers, sponsors, and other individuals or institutional or corporate entities interested in machine translation for the purpose of studying, evaluating, and understanding the science of machine translation and educating the public on important scientific techniques and principles of machine translation. In furtherance of these purposes, IAMT may carry out the following activities:

a. Sharing knowledge about the science and technology of machine translation through the collection, compilation, exchange, and dissemination of information.

b. Sponsoring and supporting workshops, symposia, and conferences on machine translation and related technologies and applications;

c. Developing appropriate educational materials and programs;

d. Facilitating access by researchers to machine-readable corpora and cooperating in the exchange of formats and text-encoding conventions; and

e. Discussing and establishing reference criteria for the evaluation of machine translation technology.

ARTICLE 3. MEMBERSHIP

Membership in IAMT shall be open to any person (individual or legal entity) interested in the purposes of IAMT, and members shall normally belong to one of the three regional associations corresponding to the regional divisions. Membership in a regional association automatically confers membership in IAMT. All matters relating to membership shall be decided by the regional divisions through their duly constituted associations, which shall contribute ten percent (10%) of their total membership dues to support the regular operations of IAMT. All members shall be entitled to participate in educational functions of IAMT and to receive educational materials distributed by IAMT.

ARTICLE 4. REGIONAL DIVISIONS

IAMT shall have three regional divisions, as follows: the Asia-Pacific Region, the Americas Region, and the European Region. Each region shall have its own association, and it is hereby established that the regional associations shall be an integral part of IAMT.

ARTICLE 5. ORGANS

The organs of IAMT shall be the General Assembly and the Council, which carries out the business of IAMT. The Council shall have an Executive Committee.

ARTICLE 6. GENERAL ASSEMBLY

Section 1. Sessions. The General Assembly shall hold a regular session once every two years at the time of the biennial "MT Summit" conference, the site of which shall rotate regularly between the three regions of IAMT. Special sessions of the General Assembly may be convened by decision of the Council or by a written petition signed by ten (10) members of one of the three regional associations and submitted through that association, or five (5) members each of two of the three regional associations and so submitted. Notice of any regular or special session of the Assembly, together with a provisional agenda, shall be published in MT News International, the official publication of IAMT, at least sixty (60) days in advance, the date and place having been fixed by the Council.

Section 2. Powers and Duties. The General Assembly may adopt resolutions and approve recommendations to the Council, including proposed amendments to the present Bylaws. At each session it shall also hear and approve the minutes of the previous session; hear the reports of the President, the Secretary, and the Treasurer, including a current financial statement, and of the Editor and any committees that may have been appointed; and install any new officers or other members of the Council.

Section 3. Quorum. The General Assembly is entitled to deliberate validly regardless of the number of members present.

Section 4.Voting and Proxy. Decisions of the General Assembly shall require a two-thirds majority vote of members either present or represented by proxies bearing written powers.

ARTICLE 7. COUNCIL

Section 1. Composition. The Council shall consist of no less than ten (10) members, as follows: the President, the President-elect, the Vice President for Programs, the Vice President for Information, the Secretary, the Treasurer, the Editor-in-Chief of MT News International (hereinafter called "Editor"), and at least three other members. In addition, ad hoc non-voting members may be invited for the discussion of special activities or projects.

Section 2. Regional Representation. Each regional division shall have three positions on the Council at all times. The corresponding regional association shall designate, in accordance with its established legal arrangements, the individuals to serve in the positions allotted to it. Equitable representation of the regions shall be ensured in the following manner:

a. The office of President shall rotate every two years among the three regional divisions and shall correspond to the region in which the next MT Summit is to be held.

b. The office of President-elect shall rotate every two years among the three regional divisions and shall correspond to the region in which the MT Summit is to be held four years hence counting from the date on which the person takes office.

c. The office of Vice President of Programs shall be filled by the Asia-Pacific Region.

d. The office of Vice President of Information shall be filled by the European Region.

e. The offices of Secretary and Treasurer shall be filled by the Americas Region.

f. The Asia-Pacific Region and the European Region shall each have one more seat on the Council, and the region that is not currently represented in the position of either President or President-elect shall have an additional seat.

Section 3. Editor. The Editor of MT News International is appointed by the Council. He or she shall serve as a member of the Council and shall be entitled to vote on all matters except those relating to his or her appointment. The Council shall have the authority to pay an honorarium to the Editor.

Section 4. Vacancies and Delegation of Representation. In the event of a vacancy occurring on the Council, the corresponding regional association shall be responsible for filling it, in accordance with its established legal arrangements. If a member of the Council is unable to attend a regular or special meeting of the Council, the corresponding regional association shall delegate another representative to fill the seat in question on an interim basis.

Section 5. Powers and Duties. The Council shall have the power and authority to manage the property of IAMT and to regulate and govern its business and affairs; to determine policies and make changes therein; to amend the present Bylaws; to specify and review the work of the elected officers and the Editor; and to devise and carry out such measures as the membership may direct or which, in the judgment of the Council, are necessary or desirable on behalf of IAMT or in furtherance of its nonprofit purposes, objectives, and goals. It shall also have the power to dissolve IAMT.

Section 6. Meetings. The Council shall hold a meeting immediately prior to each General Assembly and, in addition, it shall meet whenever it is convened by the President because the business of IAMT so requires. The Secretary shall notify all members of the Council of the date and place of any regular or special meeting and provide them with the provisional agenda, such notice being sent by facsimile or other electronic means at least fifteen (15) days in advance of the meeting.

Section 7. Quorum. A quorum for holding a meeting of the Council shall consist of two members from each region, including the President, President-elect, or one of the Vice Presidents. Section 8. Voting. The affirmative vote of the majority of such quorum, or of the number of members present and voting if more than a quorum is present, shall be the act of the Council and of IAMT, except that amendments to the present Bylaws and a decision to dissolve IAMT must be approved by all members of the Council.

Section 9. Voting by Mail or Facsimile. Any action may be taken by the Council by mail or facsimile ballot, provided that such action by the Council is approved in writing by two-thirds of the members of the Council. The written record of such action shall be kept on file by the Secretary.

ARTICLE 8. EXECUTIVE COMMITTEE

Section 1. Composition. The Executive Committee shall consist of the President, the President-elect, the Vice President for Programs, the Vice President for Information, the Secretary, and the Treasurer.

Section 2. Powers and Duties. The Executive Committee shall be charged with acting for and in the name of the Council in the intervals between its regular meetings. In such circumstances the Executive Committee shall have all the powers, duties, and attributes of the Council. All actions properly taken by this Committee shall be the actions of the Council and of IAMT and are not subject to ratification by the Council. Specifically, the Executive Committee may:

a. Advise the Council on matters of policy;

b. Approve financial transactions relating to IAMT activities for sums not to exceed an amount to be established by the Council;

c. Approve contracts and/or formal agreements between IAMT and other national and international public or private institutions which may be beneficial to the tax-exempt purposes of IAMT, involving sums not to exceed an amount to be established by the Council.

Section 3. Meetings. A meeting of the Executive Committee may be convened whenever the business of IAMT so requires. It may be called by the President, or in his or her absence, the President-elect, one or the other of whom shall preside at such meetings. Any action within the powers of this Committee may be discussed and voted on. Minutes of its meetings shall be promptly circulated by the Secretary to all members of the Council. If there is objection to any decision of the Executive Committee, any action on that decision shall be delayed until a consensus can be reached by a two-thirds majority of the Council.

Section 4. Quorum. A quorum shall consist of three (3) members of the Executive Committee, one of whom must be either the President or the President-elect. The majority vote of the quorum, or of the members present if more than a quorum is present, shall be the act of the Executive Committee.

ARTICLE 9. DUTIES AND RESPONSIBILITIES OF THE OFFICERS

Section 1. General. The officers shall carry out those duties prescribed by law, by the Articles of Incorporation, these Bylaws, the General Assembly, and the Council.

Section 2. President. The President shall conduct all business and affairs as prescribed by law, by the Articles of Incorporation, these Bylaws, and the Council, and he or she shall represent IAMT in all matters. The President may delegate such representation to any of the Vice Presidents or such other eligible member of the Council as the President may select.

Section 3. President-elect. The President-elect shall assist the President in conducting the business of IAMT and shall perform such duties as may be assigned to him or her by the President or the Council.

Section 4. Vice President for Programs. The Vice President for Programs shall assist the President in planning, programming, and executing the various educational activities and projects of IAMT and shall be responsible for and represent the President in the coordination of these activities with the regional associations. This officer shall also perform such other duties as may be assigned to him or her by the President or the Council.

Section 5. Vice President for Information. The Vice President for Information shall assist the President in planning, programming, and executing activities in the information field and shall coordinate with the Editor on the preparation of MT News International. This Vice President shall also perform such other duties as may be assigned to him or her by the President or the Council.

Section 6. Secretary. The Secretary shall keep an accurate, continuous record, including historical documents, of meetings and any other proceedings of the officers, the Council, and the General Assembly, as well as reports of any committees that may be established. The Secretary shall also maintain a current accurate inventory of the assets of the Association other than the financial assets. The Secretary shall notify the membership at large, the members of the Council, and the Executive Committee, as appropriate, of regular and special sessions and meetings, as well as workshops and conferences, and he or she shall also perform such other duties as may be assigned to him or her by the President or the Council.

Section 7. Treasurer. The Treasurer shall:

a. Record and hold all funds of IAMT, including the ten percent (10%) contribution from membership dues collected by the regional associations, in such accounts as the Council may designate;

b. Submit to the Council a proposed budget for the next fiscal year at least sixty (60) days in advance and obtain the Council's approval thereof;

c. Disburse from the funds of IAMT expenditures duly authorized under the budget up to the amounts authorized;

d. When unexpected expenditures arise in excess of $2,000, or when the cost of scheduled activities exceeds the budget by this amount, consult with the Executive Committee and obtain its approval prior to disbursement, and consult with the full Council in the event of expenditures in excess of $5,000;

e. Keep accurate and complete records showing all receipts, deposits, and disbursements, allowing the books to be open at all reasonable times to members of the Council and the officers, inspectors, and auditors, and to any member having made a written request in advance;

f. Prepare the annual financial report and present it to the Council as soon as fiscal year ends for its approval, and also publish said financial report in MT News International and present it to the General Assembly; and

g. Perform such other duties as may be assigned by the President or the Council.

Section 8. Compensation. No compensation shall be paid to officers, members of the Council, or committee members for their duties related to these positions, except that the Editor of MT News International may be paid an honorarium.

ARTICLE 10. SECRETARIAT

The Secretariat of IAMT shall be located in Washington, D.C., in the United States of America.

ARTICLE 11. MT NEWS INTERNATIONAL

Section 1. Name. IAMT shall publish a regular newsletter known as MT News International.

Section 2. Circulation. MT News International shall be distributed to all members. It may also be sold on a subscription basis.

Section 3. Editorial Board. There shall be an Editorial Board composed of the Editor-in-Chief (referred to above as the "Editor"), one editor from each of the three regional associations, the Vice President for Information, and the President ex officio. The Editorial Board shall consult by mail or electronic means and may hold a meeting at the request of any two of its members.

Section 3. Editorial Policy. Editorial policy shall be set by the Council based on the recommendations of the Editorial Board.

Section 4. Cost of Publication. Editorial and setup costs associated with the preparation of MT News International shall be borne by IAMT; printing and distribution costs shall be borne by the respective regional associations as required.

ARTICLE 12. COMMITTEES

Standing and ad hoc committees may be appointed by the President or the Council. Their composition, terms of reference, powers, and duties shall be determined by the Council.

ARTICLE 13. PARLIAMENTARY PROCEDURE

The rules contained in Robert's Rules of Order Newly Revised shall govern IAMT proceedings in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these Bylaws, and any standing or special rules of order adopted by IAMT.

ARTICLE 14. AMENDMENTS

Section 1. Submission and Approval of Proposed Amendments. Amendments to the Articles of Incorporation or to these Bylaws may be proposed by a member of the Council or by a written petition signed by ten (10) members of one of the three regional associations and submitted through that association, or five (5) members each of two of the three regional associations and so submitted. Such amendments shall require the unanimous approval of the Council.

Section 2. Effect. Amendments that have been duly approved shall become effective as of the date they are approved. They shall be published in the next issue of MT News International and reported to the next General Assembly.

ARTICLE 15

The Council of IAMT shall confer an award on the occasion of its biennial "MT Summit" conference to the individual member who in its opinion has made an outstanding contribution to the promotion and development of machine translation and/or to the aims and objectives of IAMT as defined in Article 2 of the association';s Bylaws. Nominations for the award may be made to the Council by any member of IAMT, and seconded by two other members, not less than six months before the next "MT Summit" conference. The name of the award shall be the "IAMT Award of Honor".