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Constitution

Colorado Language Arts Society Constitution

March 2004

 

Article I

Name and Purpose


Section 1.  This non-profit organization shall be known as Colorado Language Arts Society.

 

Section 2.  The purposes of this organization shall be

  • to promote improvement in the teaching of all phases of the language arts at all levels of instruction;
  • to stimulate professional development;
  • to encourage open discussion about the teaching of language arts;
  • to act as a clearinghouse in circulating information of value and in keeping members posted as to the latest educational movements and findings;
  • to provide articulation among levels of instruction;
  • to bring inspirational leaders in the fields of education and communication before the group;
  • to cooperate with other educational groups related to the teaching of language arts;
  • to serve as an affiliate of the National Council of Teachers of English. 

 

Article II

Membership

 

Section 1.  Anyone who is interested in the purposes of the organization is eligible for membership.

 

Article III

Officers

 

Section 1.  The officers of this organization shall be a president, vice-president, the immediate past president, a recording secretary, an executive secretary-treasurer, and six members-at-large.

 

Section 2.  Officers to be elected by the general membership shall be nominated by a nominating committee and elected by ballot prior to the annual business meeting.  Each year, candidates for vice-president, recording secretary, and two members-at-large shall appear on the ballot.  The vice-president shall serve one year and then succeed to the presidency.  The recording secretary’s term of office shall be one year; the person holding that office may run for re-election.  Members-at-large shall serve three-year terms and may run for re-election.


Section 3.  The president shall preside at all meetings, appoint the chairpersons of all committees and have charge of conducting the business of the organization.  The president shall work closely with the executive secretary-treasurer.  The term of president shall be one year.  At the end of the presidential year, the president shall become the immediate past president and, in that capacity, serve as an officer for one additional year.


Section 4.  The vice president shall preside in the absence of the president and assist the president in the execution of business; he/she shall be the president-elect and shall succeed to the office of the presidency.  He/she shall be the chairperson of the membership committee.

 

Section 5.  The recording secretary shall keep records of all executive committee meetings and of all meetings of the general membership.


Section 6.  The executive secretary-treasurer, elected by the executive committee for a term of three years, works cooperatively with all officers in the fulfillment of the purposes of the society.  He/she shall chair the executive committee meeting if both the president and the vice-president are absent.  He/she shall be charged with maintaining a business address for the Society and with maintaining all records including financial records.  (See Article VII, Section 1.)  He/she shall have responsibility for contacting the membership.  He/she shall be a voting member of the executive committee at all meetings except the portions of those meetings when the executive committee is electing an executive secretary-treasurer.  The executive secretary-treasurer serves the organization at the executive committee’s pleasure and may be elected to additional three-year terms.  The honorarium paid the executive secretary-treasurer shall be determined annually by the executive committee.  The executive secretary-treasurer shall leave the meeting during the honorarium discussion and vote, and during the discussion of and vote on his/her election to additional terms of office.  In the absence of a qualified candidate for executive secretary-treasurer, the executive committee must devise a plan to operate for one year during the search for a qualified candidate.

 

Section 7.  The six members-at-large shall serve in an advisory capacity and assist in providing continuity for the organization.  Each of the members-at-large will serve individual terms of three years.  Two members will be elected each year.  Members-at-large may be asked to chair or serve on committees.

 

Section 8.  A vacancy in any office elected by the general membership shall be filled by an appointment by the executive committee.  In the event of a vacancy in the office of vice-president, the appointee does not automatically succeed to the office of the presidency.  The membership, in such case, shall elect a president as well as other officers in the spring election.


Article IV

Meetings

 

Section 1.  The time, number, and place of the executive committee meetings shall be determined annually by the executive committee.

 

Section 2.  Special meetings may be called by the executive committee.

 

Section 3.  A business meeting of the general membership shall be held at least once annually.  The business meeting may be held at any general meeting provided prior notice has been given to members.


Article V

Elections

 

Section 1.  Election of officers shall be handled by written ballot.  Upon completion of the slate, the chair of the nominating committee or his/her designee shall work with the executive secretary-treasurer to prepare a ballot to be mailed to each member of the Society.  The ballot shall provide space for write-in candidates as well as for at least two (2) nominees for each office.

 

Section 2.  The executive secretary-treasurer shall set a date in advance of the annual business meeting as a deadline for receipt of the marked ballots from the membership.  The executive secretary-treasurer shall count the ballots with three members of the Society designated by the president.

 

Section 3.  The president or his/her designee shall announce the results of the election at the annual business meeting and shall introduce the newly elected officers.  The new officers shall be officially installed at the May meeting following their election.


Article VI

Committees

 

Section 1.  The executive committee shall consist of the president, who shall act as its chairperson; the immediate past president, the vice-president; the recording secretary; the executive secretary-treasurer; the chairpersons of the committees; the NCTE liaison officer; six members-at-large; all appointed directors and representatives; the editors of CLAS publications; ex-officio; and other liaisons.  All members of the executive committee must be members of the National Council of Teachers of English and the Colorado Language Arts Society.  Each member of the executive committee shall have one vote.

 

Section 2.  The executive committee may choose to invite to its meetings additional persons who will assist the committee in its deliberations, but these people will not be members of the executive committee nor will they vote.

 

Section 3.  Some positions on the executive committee shall have three-year terms to provide continuity in the functions of the organization.  These positions are executive secretary-treasurer, members-at-large, editors of CLAS publications, director of conferences, director of long range planning, and the NCTE liaison officer.

 

Section 4.  All committees operate under the purview of the executive committee.  With the approval of the executive committee, the president may appoint committees as needed to further the work of the organization.  Committee chairpersons shall be members of the executive committee, and the executive committee must approve committee appointments.  All such appointments shall be for one year with the possibility of reappointment.

 

Section 5.  All voting members of the executive committee are expected to attend all executive committee meetings.  Three consecutive absences may result in removal from office, said removal to be effected by a majority vote of the executive committee at one of its regularly scheduled meetings.

 

Section 6.  Terms of all executive committee members end in May.


Article VII

Financial Management

 

Section 1.  The executive secretary-treasurer shall receive and maintain a record of all financial transactions entered into by any person(s) delegated by the executive committee to conduct business on behalf of the organization.  In addition to those aforementioned arrangements, the executive secretary-treasurer will keep an accurate record of all financial transactions and pay all legitimate bills incurred by the Society.  He/she shall prepare and submit a financial report to the executive committee at each regularly scheduled meeting and an annual financial report at the general membership meeting.

 

Section 2.  The Society shall have a three-member board of auditors.  Each member of the board of auditors will serve a three-year term; one auditor shall be elected each year.  Members of the board of auditors are invited to attend executive committee meetings; however, because the committee serves a regulatory function, its members are not voting members of the executive committee.  Auditors shall review the financial records of the Society at the end of the fiscal year and report their findings to the executive committee and to the general membership within 90 days or as soon as possible thereafter.

 

Section 3.  Anyone responsible for functions resulting in revenues and/or expenses to the organization shall make regular reports to the executive committee, shall seek approval for expenses over an amount annually determined by the executive committee, and shall submit final reports to the executive committee within 60 days of the close of the function.

 

Section 4.  It shall be the responsibility of all members of the executive committee to promote and oversee the fiscal health of the organization.

 

Article VIII

Liaison with the National Council of Teachers of English

 

Section 1.  The NCTE liaison officer will serve a three-year term.  At the expiration of that term, the incoming president shall appoint a liaison officer whose term of office will be three years.  The incumbent liaison officer may be reappointed.

 

Section 2.  The liaison officer shall maintain and be responsible for contact with the National Council.  The liaison officer will assist the executive secretary-treasurer with any records that the National Council may request.

 

Section 3.  The liaison officer serves as a director on the NCTE Board of Directors when the organization is entitled to more than one director.


Article IX

Dues

 

Section 1.  The dues for membership shall be determined by the executive committee.  Membership shall be for twelve months from date of payment.

 

Section 2.  Special assessments may be levied by a majority of the members present at the annual business meeting. 


Article X

Non-Profit Status

 

Requirements to be exempt as an Organization described in section 501(c)(3) of the Internal Revenue Code.

 

Section 1.  Said organization is organized exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Section 2.  No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization 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 section 1 hereof and in Article 1 of this Constitution.

 

Section 3.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

 

Section 4.  Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Section 5.  Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


Article XI

Quorum

 

Section 1.  The members present at any scheduled executive committee meeting shall constitute a quorum for the conduct of executive committee business.

 

Section 2.  The members present at any official general membership meeting shall constitute a quorum for the conduct of business at that meeting. 


Article XII

Standard Authority

 

Section 1.  Robert’s Rules of Order Revised shall govern the Society in all cases to which they are applicable, and in which they are not inconsistent with the Constitution and Bylaws of the Society. 


Article XIII

Amendments

 

Section 1.  Amendments to or revisions of the Constitution may be made by a two-thirds majority of those members voting either by mail or at the general membership meeting.  Written notice of the proposed amendments and/or revisions and the time and place of the general meeting will be given in advance. 


Article XIV

Bylaws

 

Section 1.  Bylaws may be proposed by any member of the executive committee.

 

Section 2.  Proposed bylaws may be approved by a two-thirds majority of those present at any regular meeting of the executive committee.

 

Section 3.  Honorary members of the executive committee may be appointed by the president with the approval of the executive committee.  These positions are strictly complimentary.  They carry with them the right to attend meetings and to speak, but not to make motions or to vote.  An honorary position in no way prevents the member from holding an elected or appointed office or being assigned a duty, in which case the rights and responsibilities of that office or duty pertain.  Honorary status is perpetual unless rescinded.