ARTICLE I

NAME AND PURPOSE

Section 1.01. Name

The organization shall be known as the Chinese Language Teachers Association of Indiana in English and as 印州中文教师协会  in Chinese.

Section 1.02. Purpose

The purpose of the Association is to advance the teaching and learning of the Chinese language and culture and to encourage and disseminate the study and research of Chinese pedagogy, linguistics, and literature.

ARTICLE II

MEMBERSHIP

Section 2.01. Members

Any person who subscribes to the goals of the Association as set out in Section 1.02, and pays the appropriate dues may be admitted to Membership in the appropriate class as outlined in section 2.02.

Section 2.02. Classes of Membership

The Association shall have the following classes of Membership:

Regular Members. Teachers who teach Chinese as a foreign language, Chinese literature, or Chinese linguistics, or individuals who are interested in the above fields.

Emeritus Members. Individuals who have served the profession as outlined in (a) and who are now officially retired from active duty.

Student Members. Individuals in the midst of a course of formal study concentrating on Chinese language, language pedagogy, literature or linguistics, or those who are interested in the above fields.

Life Members. Any individual who is eligible to be a Regular, Emeritus, or Student Member who chooses to pay the one-time Life Membership dues.

Section 2.03. Dues

The Board of Directors can determine to change the dues for the different classes of membership when needed. 

Section 2.04. Voting Members

All members shall be eligible to vote on Association business and hold office in the Association.

Section 2.05 Termination and Restoration of Membership

Any member may withdraw from the Association by so specifying in writing to the Executive Director or by nonpayment of dues. Such Members may be automatically reinstated upon payment of dues.

Members may be dropped from membership for behaviors incompatible with the goals of the Association by vote of the Board of Directors. Reinstatements will occur upon favorable vote of the Board of Directors.

ARTICLE III

MEETINGS OF MEMBERS

Section 3.01. Annual Meeting

The Association shall hold an Annual Meeting at a time and place to be determined by the Board of Directors. At the annual meeting the following business must be conducted:

The Officers of the Association shall present reports on the work of the previous year.

Any items of business raised by voting members shall be discussed.

The President of the Association shall report on the state of the Association.

Section 3.02. Special Meeting

Special meetings of the members of the Association may be called at any time by the President or at the request of one-third of the Board of Directors or at the request of ten members. The Executive Director shall give notice thereof in the manner provided in Section 3.04.

Section 3.03. Place and Time of Meetings

Each meeting of the Association shall be held at the place and time specified in the notice or waiver of notice thereof.

Section 3.04. Notice of Meetings

Except as at the time otherwise expressly provided by statute, notice of each meeting of the members of the Association shall be sent to each member of the Association, not less than ten nor more than forty days before the day on which such meeting is to be held, by email address of such member and/or other social media means such as Facebook, Twitter, Wechat, or Lines, etc. as it shall appear on the records of the Association. Each notice shall state the purpose or purposes for which the meeting is called, and the time and place thereof, and, if such notice shall need an e-signature or sort.

Section 3.05. Quorum

A quorum for the purposes of discussion and hearing reports shall consist of thirty percent of the Members. Should fewer than thirty percent of the Membership be present at any meeting, items requiring a vote must be submitted to a vote of the whole membership by email.

Section 3.06. Organization

At any meeting of the members of the Association, in case of the absence or inability to act of the Officers, a chairperson for the meeting shall be chosen from the members of the Board of Directors present at the meeting by a majority vote of the voting members of the Association present at the meeting. If no Director is present, then a chairperson for the meeting shall be chosen by a majority of the members present in person or virtually (such as on Zoom) and entitled to vote.

Section 3.07. Voting

At each meeting of the members of the Association, each member shall be entitled to cast one vote on any and all matters, which shall come before the meeting. The vote can be casted in person or through email. All matters shall be decided by the affirmative vote of a majority of voting members of the Association entitled to vote.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01. General Duties

The property and affairs of the Association shall be managed by the Board of Directors. Directors shall serve without compensation. The Board of Directors shall maintain liaison with the world language teacher associations, in and outside of the Indiana State, as organizations of such may have common interests with the Chinese Language Teachers Association of Indiana.

Section 4.02. Number of Directors

The number of directors of the Association shall be no less than five and no more than seven. The positions are: President, First Vice President, Second Vice President, Professional Development Coordinator, Immediate President, Secretary, and Treasurer.  

Section 4.03. Election

The new directors shall be elected by the whole membership by email at least one month prior to the Annual Meeting. The candidates on the Slate of Candidates prepared by the Nominating Committee receiving the highest number of votes shall be declared directors. Directors (except for treasurer) shall serve for 1 year per position, and the terms of Directors shall be staggered. Terms begin upon the adjournment of the Annual Meeting of the Association in the year of the election and end upon adjournment of the Annual Meeting one year thereafter. No individual may serve a second term as Director (except for treasurer) until after the lapse of one year. Any vacancy in the Board of Directors resulting from any cause whatsoever may be filled by the Board of Directors in meetings or by email or electronic ballot, or may be filled by a vote of the membership of the Association at the first Annual Meeting held after such vacancy shall occur, or at a special meeting called for that purpose. 

Section 4.04. Regular Meeting

The Board of Directors shall hold a Regular Meeting annually for the purpose of organization and transaction of business at such time and place as may be decided by the Directors. The Secretary shall prepare the minutes of the meeting for distribution to the membership.

Section 4.05. Special Meeting

Special meetings of the Board of Directors shall be called by the President and must be called at the request of one third of the members of the Board.

Section 4.06. Notice of Special Meetings

Notice of special meetings of the Board of Directors shall be given to each Director by email or other social media means at least five days before the meeting.

Section 4.07. Quorum

At least five out of seven Directors of the Board at the time in office present in person/ virtual meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, discussions may be held and recommendations can be made, but the entire membership of the Board shall vote on Association business.

Section 4.08. Resignation

Any Director of the Board may resign at any time by giving written notice to the Board of Directors.

Section 4.09. Ex-Officio Representation

The President may invite ex-officio representatives from other related organizations to attend the annual meeting of the Board of Directors and to address the Board. Such invitees shall not have voting privilege and shall not attend executive sessions of the Board.

Section 4.10. Actions of the Board

At scheduled meetings of the Board of Directors, if a quorum of Directors is present, actions by the Board shall be taken by majority votes of Directors at the meeting. For issues to be decided by the Board of Directors, the decision shall be made by majority votes of the entire board of Directors.

ARTICLE V

ELECTED OFFICERS OF THE ASSOCIATION

Section 5.01. Elected Officers

The Association shall have a President, First Vice President, Second Vice President, PD Coordinator and Immediate Past President. Each shall serve for one year for the same post, commencing with the adjournment of the Regular Meeting of the Board of Directors and continuing until the adjournment of the Regular meeting of the Board of Directors in the succeeding year.

Section 5.02. Election of Second Vice President

The Second Vice President shall be elected and voted by the majority of full Membership by email or electronic ballot. 

Section 5.03. Succession to the First Vice President

The Second Vice President shall become the First Vice President at the conclusion of his/her term.

Section 5.04. Succession to the President

At the conclusion of his/her term, the First Vice President shall become the President.

Section 5.05. Succession to Immediate Past President

At the conclusion of his/her term, the President shall become Immediate Past President.

Section 5.05. Duties of Elected Officers

The Elected Officers shall be members of the Board of Directors and continue as Directors throughout their terms in elected office.

President

The President shall preside over all meetings of the Membership and the Board of Directors. The President or the President’s designee shall be the Association’s chief spokesperson and representative. The President shall work closely with other board of directors in conducting the business of the Association. The President shall nominate the election committee, TOY and Rising Star committee. The President may from time to time establish new committees. When any of the positions of Appointed Officers shall fall vacant, the incumbent President shall nominate a successor for approval by the Board of Directors. The President shall become Immediate Past President at the end of the President’s term.

First Vice President 

The First Vice president shall perform the functions of the President in the President's absence.  The First Vice President shall attend IFLTA Board meetings if the President is unable to attend.  The First Vice President shall be appointed by the President to lead the TOY and Rising Star Committee of the Association and IFLTA. The First Vice President shall as well perform other functions as may be assigned by the President or by the Executive Board. The First Vice President shall succeed to the Presidency at the end of the Vice President’s term.

Second Vice President

The duty of the Second Vice President shall be in charge of all the Chinese language and culture events and programs in and outside the State of Indiana. The Second Vice President shall perform the functions of the First Vice President in his/her absence. The Second Vice President shall as well perform other functions as may be assigned by the President or by the Executive Board. The Second Vice President shall succeed to the First President at the end of the Second Vice President’s term.

Professional Development Coordinator

The duties of Professional Development Coordinator shall be a liaison officer with CLTA-IN members, collect proposals, and organize workshop agendas for IFLTA and Chinese teachers’ training and workshops as well as forwarding PD information.

Immediate Past President

Immediate Past President shall be available to advise and counsel the President and Board as well as professional consultation.

Secretary

The duties of the Secretary shall be to prepare the meeting agenda, record the minutes of meetings, maintain all official records, conduct general correspondence for the Association and e/mail all notices of meetings of the Association.  The Secretary shall be responsible for publishing and distributing the Association newsletter in the spring and the fall.  The Secretary shall as well perform other functions may be assigned by the President or by the Executive Board.

Treasurer

The duties of the Treasurer shall be to keep records of all monies received and paid out for the account of the Association, collect dues, and maintain accounts of any Association properties or possessions.  The Treasurer shall have charge of disbursement of funds, keep accurate, up-to-date books, file both federal and state annual taxes, and present an annual statement to the membership.  A third-party audit may be conducted at the end of each term of office.  The Treasurer shall be responsible for preparing an annual budget of the Association. The Association grants the Treasurer discretion in choosing a banking institution.  The Treasurer is normally the only officer to sign or authorize Association checks, although the president may be legally authorized to do so after the approval of the Executive Board.

Section 5.06. Implementation: By-Law shall be in effect after majority votes

ARTICLE VI

RESIGNATION, REMOVAL, OR REPLACEMENT OF OFFICERS, OR DELEGATION OF DUTY

Section 6.01. Removal

Notwithstanding the stated terms of Officers, The Board of Directors may remove an Officer (Elected or Appointed) on grounds of inadequate performance. An Officer charged with inadequate performance may demand a hearing before the Steering Committee, which must then report its findings to the Board of Directors before the Board may discuss and vote on removal and replacement.

Section 6.02. Delegation of Responsibility

In case of the absence of any Officer, or for other reasons that may seem sufficient to the Board of Directors, the Board may, without removal, delegate that person’s powers and duties to another member of the Association for such period as may be deemed proper.

Section 6.03. Resignation

Any Officer may resign at any time by giving written notice to the President.

ARTICLE VII

STANDING COMMITTEES

Section 7.01. Nominating Committee

There shall be a Nominating Committee consisting of one or more members of the Board of Directors, one or more Advisory Committee members.

The Nominating Committee shall nominate persons to be presented for election to the Board of Directors, and a candidate or candidates for officers. These nominations shall be forwarded to the President who shall conduct the election.

Section 7.02. Advisory Committee 

The Advisory Committee consists of any former officers who have served on the Board of directors and volunteer to join the Advisory Committee. 

The Chair person in the Advisory Committee shall be nominated and voted by Advisory committee members. The Chair person shall be elected once a year. 

The Advisory Committee provides suggestions and advice to the current Board of directors and helps explain and clarify the By-Law. 

Section 7.03. Finance Committee

There shall be a Finance Committee consisting of President, First Vice-President, Second Vice President, Treasurer and at least one member of the Advisory committee.

The Finance Committee shall review the Association’s budget, finances, and investments, and advise the Board of Directors on the financial condition of the Association annually.

Section 7.04. Awards Committee

There shall be an Awards Committee consisting of the First Vice President and two members of the Advisory committee.

The Awards Committee shall select winners of the Association’s awards, such as TOY and Rising Star, etc.

Section 7.05 Chinese Language and Culture Event Committee

The Event Committee consists of the Second Vice President as the Chairperson and one or more members of the Association.

The Event Committee shall organize Chinese language and culture events and Chinese language competition programs.

Section 7.06. Web Administrator 

Web Administrator for the Association’s home page, who shall serve a four-year term with renewal possible. The Web Administrator shall:

Oversee the design and maintenance of the CLTA website, supervise web assistants, and coordinate server maintenance and upgrade with the host institution, and serve as a liaison between CLTA and the host institution.

Work closely with the CLTA-IN Board of Directors and Officers in coordinating information presented on the CLTA-IN website.

ARTICLE VIII

FINANCIAL AND CONTRACTUAL MATTERS

Section 8.01. Deposit of Funds

The funds of the Association shall be deposited as the Board of Directors from time to time may determine.

Section 8.02. Checks, etc.

All checks, drafts, endorsements notes and evidence of indebtedness of the Association shall be signed by such Officer or Officers or agent or agents of the Association and in such manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Association shall be made in such manner as the Board of Directors from time to time may determine.

Section 8.03. Loans

No loan or advance shall be contracted on behalf of the Association, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Association.

Section 8.04. Contracts

No Contract other than in the ordinary course, may be entered into on behalf of the Association unless and except as authorized by the Board of Directors; any such authorization may be general or confined to specific instances.

Section 8.05. Transfer of Securities

A transfer of stocks, bonds, or other securities held in the name of or otherwise belonging to the Association may be sold or otherwise transferred only upon the signature of both the President (or, acting with the President’s power of attorney, the Vice-President) and the treasurer.

Section 8.06. Fiscal Year

The fiscal year of the Association shall be the period starting from January 1 to December 31 of the year.

Section 8.07. Maintenance of Records

The financial records of the Association shall be maintained by the treasurer and shall always be available to be reviewed by authorities.

Section 8.08. Distribution of Assets on Dissolution

In the event of the dissolution of the Association, any assets shall be distributed to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine.

ARTICLE IX

OFFICE OF THE CHINESE LANGUAGE TEACHERS ASSOCIATION OF INDIANA

Section 9.01. Office

The office of the Chinese Language Teachers Association of Indiana shall be in the state designated by the Board of Directors.

ARTICLE X

AMENDMENTS

Section 10.01. Amendment by Members

At any meeting of the members at which a quorum is present, these by-laws may be altered, amended, or repealed by a majority of the votes of the members present in person or by electronic ballots, provided that the notice of the meeting sets forth the proposed alteration, amendment or repeal. The same may be approved by email, in which case the majority of the votes of a quorum of the membership shall be required for any proposed amendment.

ARTICLE XI

RATIFICATION OF THE ORIGINAL BY-LAWS

Section 11.01. Ratification of the Original By-laws

The original by-laws were ratified and became effective upon ratification by one-third of the members of the Association present at the annual meeting of the Association held in November 1994, in Indianapolis, Indiana. 

Section 11.02. Ratification of the Amended By-laws

The original By-laws were amended in November 2016 and, by majority vote of a quorum of the members of the Association conducted by email ballots.