LaTESOL Bylaws
(Presented and approved at the 2017 Conference) CONSTITUTION ARTICLE I: Name The name of this Association shall be Louisiana Teachers of English to Speakers of Other Languages (LaTESOL). ARTICLE II: Purpose Section 1. LaTESOL is a not-for-profit organization whose purposes are:
Section 2. This Association is organized exclusively for educational purposes, including the making of distributions to an organization that qualifies as exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). Section 3. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the cor-responding provision of any future United States Internal Revenue law). Section 4. All monies of the organization shall only be disbursed in the support of the purposes of this organization and shall not be disbursed to any member of the organization for his or her own private gain. Monies may be disbursed only with the approval of the Board of Directors based on policies and procedures outlined in the Bylaws of the organization.. ARTICLE III: Membership Individual voting membership in LaTESOL shall be open to any person who at any educational level teaches English to Speakers of Other Languages, as well as to any person preparing for or otherwise interested in such teaching. Non-voting membership shall be open to institutions, agencies, and commercial organizations. ARTICLE IV: Meetings LaTESOL shall hold at least one general meeting a year for the total member-ship, at such time and place as the Board of Directors shall determine, with part of the meeting devoted to the business of LaTESOL. The Board shall hold at least one additional meeting each year. Special meetings of the general membership may be called by the Board. ARTICLE V: Officers of the Board of Directors The elected officers of the Association shall be: a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, A Communications Liaison and an Advocacy Liaison, and six Members at Large. The officers shall perform the duties prescribed in the Bylaws. The immediate past president shall serve as an advisory member of the Board. Officers shall implement matters of policy as determined at general and Board meetings, and may initiate action appropriate to policies and procedures as prescribed in the Bylaws. All Board of Directors members shall also be members of TESOL. ARTICLE VI: Executive Committee The Executive Board shall consist of the President, First Vice President, Second Vice President, Secretary and Treasurer. The Executive Committee shall implement matters of policy or procedure as determined at the general meetings, and may initiate action appropriate to that policy or procedure, as prescribed in the Bylaws. All members of the Executive Committee shall be duly elected members of the LaTESOL Board. ARTICLE VII: Committees The standing committees shall be as follows:
The Committees shall perform the duties prescribed in the Bylaws. Non-standing or ad-hoc committees may be established by the Executive Committee of the Board as prescribed by their authority in the Bylaws. ARTICLE VIII: Amendments Proposed amendments to this Constitution must by approved by a majority of the members of the Board of Directors or be submitted to the President in a petition signed by at least fifteen (15) members in good standing. Any such proposedamendment shall be distributed to all members of the Board at least thirty (30) days before the proposed amendment is voted on. To become effective, the proposed amendment must be ratified by at least two-thirds of the members in good standing attending a general meeting of the Association, or by a majority of those members in good standing who respond to a poll by mail. ARTICLE IX: Standard Authority The rules in the latest edition of Rules of Order Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws. ARTICLE X: Adoption The adoption of this Constitution shall be by a majority of members in attendance at the Annual Business Meeting to.be held in the Spring. ARTICLE XI: Earnings No part of the net earnings of this association shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article hereof. No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the association shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). All checks issued are to be signed by both the treasurer and the president. ARTICLE XII: Dissolution Upon the dissolution of the association, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all of the assets of the association exclusively for the purposes of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under Section 501 (c) (3). All finances or properties of this organization will become sole properties of the national TESOL organization or another nonprofit organization of like interests.
BYLAWS ARTICLE I: Membership Section 1. Annual Dues The annual dues shall be specified by the Board of Directors. Section 2. Publications and Announcements Members shall receive the publications and announcements of the association and/or have access to publications and announcements available on the organization’s web site. Section 3. Membership Year The membership year shall be from January 1st to December 31at. A member in good standing shall be one who has paid dues for the current fiscal’ year. Past members will not be purged from the rolls for three years. ARTICLE II: Duties of the Officers and Executive Board Section 1. General duties of Board Members.
Section 2. President The Presidents serves as the representative of LaTESOL to any official functions. Additionally, the Present performs the following functions:
The President serves a one year term and cannot serve in that role in the following year. Section 2. First Vice President The First Vice President shall assume all the duties and responsibilities of the President in the President’s absence. The First Vice President shall succeed to the presidency. The First Vice President shall be responsible for:
The First Vice President Participates as a member of the Executive Committee and leads/performs activities as outlined in that Committee charter. The First Vice President serves a one year term. Section 3. Second Vice President The Second Vice President shall be membership chairperson, responsible for promoting membership. Specifically, the Second Vice President has the following duties and responsibilities:
The Second Vice President participates as a member of the Executive Committee and leads/performs activities as outlined in that Committee charter. The Second Vice President serves a two year term. Section 4. Secretary The Secretary shall record the minutes of each meeting, call the roll when required, conduct the correspondence of the Association unless otherwise specified, and ensure that members are notified of general meetings. The Secretary is responsible for the following”
The Secretary participates as a member of the Executive/Governance Committee and leads/performs activities as outlined in that Committee charter. The Secretary serves a two year term. Section 5. Treasurer The Treasurer shall:
The Treasurer also:
The Treasurer participates as a member of the Executive Committee and leads/performs activities as outlined in that Committee charter. The Treasurer serves a three year term. Section 6. Communications Liaison The Communications Liaison is electedand serve for a term of two years. The Communications Liaison. The Communications Liaison. The Communications Liaison:
The Communications Liaison serves a term of two years. Section 7. Advocacy Liaison The role of Advocacy Liaison may be assumed by any member of the Executive Committee. The Advocacy Liaison chairs the Advocacy Committee and is responsible for organizing, developing and managing the advocacy efforts for LaTESOL. This includes but is not limited to:
The Advocacy Liaison serves a term of two years. Section 8. Members-at-large The members-at-large serve as full voting members of the Board of Directors. They shall be responsible for outreach to increase membership and to serve on standing committees. The members at large attend meetings of the Board and provide insights and information for the Board. They may be appointed by the Executive Committee to perform special tasks and/or to chair ad-hoc committees. There shall be six members-at-large serving two-year terms. Each year, three shall be elected. ARTICLE III: Vacancies A vacancy in any Board position shall be filled by an appointment of the President with the concurring votes of two other Executive Committee members. If the office of President becomes vacant, the First Vice President shall serve as President for the remainder of that term, and may succeed himself/herself for the Presidency for the following year.. ARTICLE IV: Standing Committees Each Standing Committee shall adopt a Charter and shall review, and amend if necessary, the Charter annually. Changes in a Standing Committee Charter must be approved by 3 members of the Executive Committee. Section 1. Executive Committee The President shall chair the Executive Committee. The Executive Committee consists of the following officers of the Board of Directors: President, First Vice President, Second Vice Preside The Executive Committee is responsible for the governance of LaTESOL and its Board of Directors. The committee is also empowered to act for the organization and the Board as described in the Committee Charter.. The Executive Committee is empowered to make decisions on behalf of the Board as outlined in the bylaws and standard operating procedures, including:
Executive Committee members have the authority to initiate special projects or events in response to evolving events, such as natural disasters, news events considered to be of importance and relevance, or other items deemed appropriate by a quorum of the Committee. All such actions or events will be reported to the Board no later than the next Board meeting. Section 2. Conference Committee The First Vice President shall be chairperson of the Conference Committee, which shall be responsible for planning and developing the Annual Conference as well as other duties as outlined in the adopted Committee Charter. Section 3. Membership and Outreach Committee The Second Vice President shall be the chairperson of the Membership Committee, which shall be responsible for promoting membership in LaTESOL and in maintaining accurate and current membership lists, as well as performing duties and responsibilities as outlined in the adopted Committee Charter. Section 4. Communications Committee The Communications Liaison shall be the Chair of the Communications Committee, which is responsible for duties and responsibilities as outlined in the adopted Committee Charter. Section 5. Advocacy Committee The Advocacy Committee shall be chaired by a member of the Board and shall be responsible for performing the work outlined in the adopted Committee Charter. Section 6. Finance Committee The Finance Committee shall be chaired by the Treasurer. The committee is responsible for assisting the Treasurer with all financial duties and responsibilities, including selecting banking relationships, engaging auditors, and presenting an annual budget to the Board. ARTICLE V: Select Committees Section 1. Nominating Committee A ad-hoc Nominating Committee of three to five members shall be appointed by the President with the approval of the Executive Committee. This committee shall present a slate of candidates for office for distribution to all members at least thirty (30) days before the Annual Meeting. This slate shall be representative of the geographical, institutional and professional background of the membership. Requests for nominations from the general membership shall be published in the issue of the Newsletter preceding the Annual Meeting and shall be forwarded to the Nominating Committee at least sixty (60) days before the Annual Meeting. There shall be no nominations from the floor at the Annual Meeting. Section 2. Select/ad-hoc Committees With the approval of the Executive Committee, the President may appoint select committees in the general interest of the Association. ARTICLE VI: Elections The slate of officers shall be approved at the annual meeting. A simple majority vote shall be sufficient to elect. The term of office shall begin at the close of the annual meeting. ARTICLE VII: Elected Terms of Office
ARTICLE VIII: Quorum A quorum shall consist of a majority of the members present at the Annual Meeting. A quorum consists of 3 Board members present for any regular meeting. ARTICLE IX: Voting At the annual meeting, binding decisions shall be approved by a majority vote of the members present. At board meetings, binding decisions shall be approved by a majority vote of the elected board members. ARTICLE X: Bylaw and Constitutional Changes Proposed amendments to the Bylaws must: be submitted to the membership thirty (30) days prior to the Annual Business Meeting or at a special meeting called by the Board. A proposed amendment requires two-thirds vote of the members present at the meeting. Proxy votes may be considered.
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