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

Ratified by the General Assembly of the IAMT in Dublin on August 23, 2019

These by-laws replace the former bylaws.

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 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. It shall also be responsible to organize and hold a biannual MT Summit conference in odd years.

ARTICLE 3. MEMBERSHIP

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, but each regional association should endeavour to make the benefits of membership (e.g., discounted conference rates) available to the members of the other regional associations.

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 Executive Committee, which carries out the business of IAMT.

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 Executive Committee or by a written petition signed by ten (10) members of one of the 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 through the regional associations to all their members at least sixty (60) days in advance, the date and place having been fixed by the Executive Committee.

Section 2. Powers and Duties. The General Assembly may adopt resolutions and approve recommendations to the Executive Committee, 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.

Section 3. Quorum. The General Assembly is entitled to deliberate validly regardless of the number of members present as long as at least two members of each association are present or represented by proxies bearing written powers.

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. EXECUTIVE COMMITTEE

Section 1. Composition. Each of the regional associations shall appoint two members to the Executive Committee. The Committee shall consist of 6 members, as follows: the President, the Vice-President, the Secretary, the Treasurer, and two at-large members. All six members shall have voting rights regarding the decisions of the Committee.

Section 2. Regional Representation. Each regional division shall have an equal number of positions on the Committee 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 on the Committee. 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 Vice-President 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 Secretary 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 six years hence counting from the date on which the person takes office.

d. The office of Treasurer shall be filled by the Americas Division.

e. The two at-large members of the Executive Committee shall be filled by one individual from the European Division and one from the Asia-Pacific Division.

Section 3. Vacancies and Delegation of Representation. In the event of a vacancy occurring on the Executive Committee, the corresponding regional association shall be responsible for filling it, in accordance with its established legal arrangements. If a member of the Executive Committee is unable to attend a regular or special meeting of the Executive Committee, the corresponding regional association shall delegate another representative to fill the seat in question on an interim basis.

Section 4. Powers and Duties. The Executive Committee shall have the power and authority to manage the property and finances 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 to devise and carry out such measures as the membership may direct or which, in the judgment of the Executive Committee, are necessary or decide on behalf of IAMT or in furtherance of its nonprofit purposes, objectives, and goals. It shall also have the power to dissolve IAMT.

Section 5. Meetings. The Executive Committee shall hold a meeting immediately prior to each General Assembly and, in addition, it shall meet – possibly virtually – whenever it is convened by the President because the business of IAMT so requires. The Secretary shall notify all members of the Executive Committee of the date and place of any regular or special meeting and provide them with the provisional agenda, such notice being sent electronically at least fifteen (15) days in advance of the meeting.

Section 6. Quorum. A quorum for holding a meeting of the Executive Committee shall consist of one member from each region, including the President and Vice-President.

Section 7. 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 Executive Committee and of IAMT, except that amendments to the present Bylaws and a decision to dissolve IAMT, must be approved by unanimous vote of all members of the Executive Committee.

Section 8. Voting by Mail or Email. Any action may be taken by the Executive Committee by mail or email ballot, provided that such action by the Executive Committee is approved in writing by two thirds of the members of the Executive Committee. The written record of such action shall be kept on file by the Secretary.

ARTICLE 8. DUTIES AND RESPONSIBILITIES OF THE OFFICERS

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

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

Section 3. Vice President. The Vice-President shall assist the President in conducting the business of IAMT, shall perform such duties as may be assigned to him or her by the President or the Executive Committee, and shall assume the duties of the President if the President becomes unavailable or incapacitated for any reason until a new President is appointed by the regional division specified in Section 2.a. of Article 7 above.

Section 4. Secretary. The Secretary shall keep an accurate, continuous record, including historical documents, of meetings and any other proceedings of the officers, the Executive Committee, 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 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 Executive Committee.

Section 5. Treasurer. The Treasurer shall:

a. Record and hold all funds of IAMT in such accounts as the Executive Committee may designate;

b. Submit to the Executive Committee a proposed budget for the next fiscal year (beginning each October 1) at least sixty (60) days in advance and obtain the Executive Committee'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 Executive Committee and obtain its approval in the event of any individual 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 Executive Committee and any 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 Executive Committee as soon as fiscal year ends for its approval, and also publish said financial report on the IAMT webpage and present it to the General Assembly and

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

Section 6. Compensation. No compensation shall be paid to officers or other members of the Executive Committee for their duties related to these positions.

ARTICLE 9. 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 10. 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 Executive Committee 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 Executive Committee.

Section 2. Effect. Amendments that have been duly approved shall become effective as of the date they are approved. They shall be published on the IAMT webpage and reported to the next General Assembly.

ARTICLE 11. IAMT Award of Honor

The Executive Committee 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 Executive Committee by any member of the IAMT Award of Honor Nomination Committee, comprising one member appointed by each of the three regional associations, not less than six months before the next "MT Summit" conference. The name of the award shall be the "IAMT Award of Honor".