Article I Name, Purpose, Nature of Association, & Address
Section 1 Name
The association is the Dakota Teachers of English to Speakers of Other Languages, referred to in These Bylaws as “Dakota TESOL”.
Section 2 Purpose
The association is organized for educational and charitable purposes relating to the teaching and learning of English as a second language.
Section 3 Nature of Association
Dakota TESOL is qualified as exempt from taxation as a corporation organized for charitable, educational, and scientific purposes pursuant to 26 U.S.C. Section 501 (c )(3). Dakota TESOL may establish professional relations with other organizations. Procedures for establishing such relationships are set forth in the Standing Rules.
Section 4 Address
Dakota TESOL maintains an address, for business purposes, as designated by the Executive Committee.
Article II Membership
Section 1 Eligibility
Members in Dakota TESOL are persons interested or involved in English as an additional language or bilingual education.
Section 2 Types of Membership
Individual Members. Voting membership is available to persons interested or involved in English as a second language or bilingual education.
Institutional Members. Non-voting institutional membership is available to public and private institutions and agencies.
Student Members. Non-voting membership is available to college/university students interested or involved in English as a Second Language or bilingual education.
Section 3 Membership Standing
A member is in good standing when that member has paid all applicable dues, fees, and assessments. Members in good standing are entitled to vote and to serve on the Executive Committee of Dakota TESOL.
Section 4 Termination of Membership
Membership may be terminated for non-payment of dues.
Section 5 Protecting the Good Name of the Association
The name of Dakota TESOL will not be used by any member for purposes of certifying their professional preparation or competence in the field of teaching English as a Second Language. Neither shall it be used for endorsement or sale of products and/or services without written approval from the Executive Committee. Violation shall be reported to the Secretary for referral to the Executive Committee for the Committee’s study and action.
Article III Financial Matters
Section 1 Establishment of Dues
Annual membership dues will be established periodically by the Executive Committee and published in the Standing Rules.
Section 2 Fees and Special Assessments
The Executive Committee may authorize (1) fees for Dakota TESOL-sponsored activities and (2) a special assessment to members.
Section 3 Monetary Gain
The association shall not provide monetary gain, incidentally or otherwise, to its directors or membership except as payment for services rendered in the form of wages, salaries, or incentives.
Section 4 Disbursement of Funds
Should the organization dissolve, the Executive Committee will be the sole determiner of the disbursement of residual assets.
Article IV Officers and Executive Committee
Section 1 Officers
The officers of Dakota TESOL are a President, President-Elect, Secretary, and a Business Manager. All Officers must be members in good standing of Dakota TESOL.
Section 2 Term of Office for Officers
The term of office for the President and President-Elect is one year. The term of office for the Secretary and the Business Manager is two (2) years.
Section 3 Time of Assuming Office
Upon election, each officer will assume the duties of the office and will continue to serve for the duration of the term. If an Officer is unable to complete his/her term, the President will appoint a Dakota TESOL member to complete the term.
Section 4 The Executive Committee Function
The Executive committee will exercise general supervision and control over the property and affairs of Dakota TESOL, and will supervise the execution of approved actions and policies. Between the meetings of the Assembly, the Committee has authority over the property and affairs of Dakota TESOL and will take appropriate necessary actions to facilitate the purposes of Dakota TESOL, within the powers delegated by its Bylaws.
Section 5 Composition
The Executive Committee consists of the four (4) officers mentioned in Article IV, Section 1, and all other members elected by the membership or appointed by the President as described in the Standing Rules.
Section 6 Meetings
The Executive Committee will meet as necessary and at such times and places as the Executive Committee may determine; however, at least two (2) meetings per year will be held. The President will arrange a meeting of the Executive Committee on request of the majority of the members by petition.
Section 7 Business between Meetings
The President is authorized to consult the Executive Committee by mail, e-mail, fax, or telephone concerning important decisions which must be made between meetings. All such decisions and/or actions will be recorded by the Secretary and presented to the Executive Committee for approval at its next official meeting.
Section 8 Quorum
Fifty percent (50%) of the Executive Committee will constitute a quorum.
Article V Duties of Officers
Section 1 Duties of President
The President will act as the executive officer of Dakota TESOL. He/She will call meetings and preside at all meetings of Dakota TESOL and act as chairperson of the Executive Committee. The President will serve as co-chairperson of the Program Committee, countersign all contracts and other instruments of Dakota TESOL, exercise general leadership and supervision over the affairs of Dakota TESOL, exercise general leadership and supervision over the affairs of Dakota TESOL in implementing its purposes, and execute such additional duties as are defined by the Executive Committee or the Assembly. In the absence of the Treasurer, he/she has the power to sign checks. The president will also appoint members of Dakota TESOL to the Executive Committee.
Section 2 Duties of President-Elect
The President-Elect will serve as a member of the Executive Committee and as chairperson of the Program Committee, and will fulfill such other duties as are assigned to him/her by the Executive Committee, President, and/or the Assembly. He/She will assume and perform the duties of the President in the event of the absence, incapacity, or resignation of the President. Should the office of the President become vacant, the President-Elect will become President immediately and will serve the portion of the President’s term in addition to the year for which he/she was elected. The President-Elect will automatically succeed to the Presidency after the completion of one year.
Section 3 Duties of Secretary
The Secretary is the recording officer of the Assembly and the custodian of its records except as are specifically assigned to others, such as the Treasurer’s books. These records are open, however, to inspection by any member at reasonable times, and where a committee needs any records of a society for the proper performance of its duties, they should be turned over to its chairperson. It is this officer’s duty to keep the records of Dakota TESOL and the minutes of its meetings: to notify officers, committees, and delegates of their appointment, and to furnish committees with all papers referred to them. The Secretary will, in addition, prepare the annual report and the minutes of the Executive Committees meetings and make their report available to the members of Dakota TESOL at the Annual Meeting. The Secretary is also a member of the Executive Committee.
Section 4 Duties of the Business Manager
The Business Manager will act as a liaison responsible for interpreting TESOL to Dakota TESOL and Dakota TESOL to TESOL. They will work with hired accountants in maintaining financial records. They will present a financial report at the Annual Business Meeting. He/She is a member of the executive committee.
Article VI Nominations and Elections
Section 1 Nominations
The Nominating Committee will be the Executive Committee. It is the responsibility of this committee to prepare a slate of the nominees for each vacant office. The President will approve the slate before being submitted to the Assembly.
Section 2 Mode of Election
The officers and the elected members of the Executive Committee will be recommended by a nomination committee and approved by the President. The assembly will vote on this slate at the annual business meeting. Additional nominations may be made from the floor. However, the election of officers and members of the Executive Committee may be conducted by mail ballot upon approval by the Executive Committee.
Article VII Committees
Section 1 Committee Structure
The committees of Dakota TESOL will consist of standing committees as specified hereinafter, with the exception of the Executive Committee, and task forces. All committees will transmit their recommendations to the Executive Committee unless otherwise specified.
Section 2 Executive Committee
The Executive Committee will conduct the business of Dakota TESOL under general policies determined by the Assembly. This committee will see that the purposes of Dakota TESOL are adhered to. The Executive Committee will authorize all standing committees of Dakota TESOL, and the President will appoint or reappoint the members of such committees at/or immediately following the Annual Meeting.
Section 3 Mode of Appointment & Terms of Standing Committee
The members of the standing committee are members of Dakota TESOL, and, except as provided otherwise in these bylaws, are appointed by the Committee Chair with the approval of the President. Committees will serve for the term of the President unless otherwise specified in the charge to a committee. In making appointments, consideration will be given to the desirability of an experienced and gradually changing personnel
Section 4 Chairperson of Standing Committees
The chairperson of each standing committee will be appointed annually by the President with the approval of the Executive Committee, except as otherwise provided in these bylaws.
Section 5 Task Force
All other committees of Dakota TESOL will be task forces. Task forces, which may include representatives of organizations other than Dakota TESOL, may be authorized as needed by the Executive Committee or the Assembly and will serve for a specified period. The Chair of a task force may, with authorization of the Executive Committee or the Assembly, serve on the Executive Committee.
Section 6 Procedure
The number of members and mode of appointment for each task force will follow the same procedures as a standing committee as specified in the Standing Rules.
Article VIII General Meetings
Section 1 Composition
The Assembly consists of all voting members of Dakota TESOL.
Section 2 Function
The Assembly is the legislative body of Dakota TESOL and has full power and authority over the affairs of Dakota TESOL within the limits set by these by-laws. It has authority to review decisions made by the Executive Committee and to accept or reject them.
Section 3 Meetings
The Assembly will meet annually on a date set by the Executive Committee.
Section 4 Amendments by Bylaws
The Assembly has the power to amend these By-laws, as provided in Article IX.
Section 5 Voting
A majority of the vote’s case, provided a quorum has been declared, will constitute the voice or expressions of the membership and will be binding upon Dakota TESOL. At all meetings, with the exception of the annual election, all votes will be by voice unless clarification is requested. In this event, a confidential ballot will be required. Voting on all matters, including the election of Executive Committee members and/or Officers, may be conducted by mail ballot.
Section 6 Quorum
A quorum consists of twenty percent (20%) of the membership.
Section 7 Rules of Order
The meeting will be conducted according to established parliamentary rules of order in current practice.
Article IX Amendments
Section 1 Origin
Amendments of the Bylaws will be proposed by:
- Five (5) members of the Executive Committee or
- Petition of ten (10) or more members in good standing, to bring a proposal directly to the Assembly
Section 2 Voting on Amendments to the Bylaws
Amendments may be adopted by the affirmative vote of a simple majority of the voting members provided a quorum has been declared at a regular meeting of the Assembly. The proposed amendment must be circulated to each voting member at least fifteen (15) days in advance of the meeting of the Assembly.
Section 3 Incorporation
Amendments will be incorporated into these bylaws and become effective after the close of the annual business meeting.
Article X Indemnification
To the extent not in conflict with the law, Dakota TESOL will indemnify any person who is or was an Officer or other member of the Executive Committee from and against any action, suit proceeding, claim, damage, liability or obligation to include the reasonable costs and expenses thereof, including attorneys’ fees, arising out of any act or failure to act by that person, so long as the act or failure to act occurred under all of the following circumstances:
- The actor conducted himself or herself in good faith;
- The act was not willful misconduct;
- The act was not a crime, unless the actor had a reasonable cause to believe the act was lawful;
- The act was not a transaction that resulted in improper personal benefit of money, property or service to the actor;
- The act arose within the scope of the actor’s responsibilities to Dakota TESOL or arose from the actor’s reasonable belief that such act fell within her/her responsibilities to Dakota TESOL;
- The actor reasonably believed,
- in the case of conduct in the actor’s official capacity with Dakota TESOL, that the actor’s conduct was in Dakota TESOL’s best interest.
- in all other cases, that the actor’s conduct was at least not opposed to Dakota TESOL’s best interest.