Bylaws of the New England Chinese Language Teachers Association
Article I. Name
1.01. The Association shall be known by its English name, New England Chinese Language Teachers Association, and by the name’s abbreviation, NECLTA.
1.02. The Association shall also be known by its Chinese name, 新英格兰地区中文教师协会.
Article II. Mission
2.01. The mission of the Association is as follows:
a. To advance the teaching of the Chinese language and culture in New England at all educational levels; and
b. To support Chinese language teachers through opportunities for professional development and for exchanging experiences and points of view.
2.02. The Association is a nonpolitical, nonprofit, academic, and educational organization. It will be registered and operated as a public charity according to the Section 501(c)(3) in the Internal Revenue Code. Notwithstanding any other provision, the Association shall not perform any action that would deprive it of its nonprofit status according to Section 501(c)(3).
Article III. Membership
3.01. The Association consists of Association members and a Board of Directors.
3.02. Any person who supports the mission of the Association as set out in Article II, and who pays the appropriate dues, may be admitted to Membership in the appropriate class as outlined in section 3.03.
3.03. The Association shall have the following classes of Membership:
a. regular members
b. student members
c. joint members
d. life members
e. emeritus members
f. group members
3.04. The Membership dues will be determined by the Board of Directors and may be revised by a majority vote of the Board of Directors.
3.05. Any person may become an individual member by payment of dues.
3.06. Any person who provides proof of full-time student enrollment is eligible for student membership.
3.07. Any person whose spouse or partner is a regular member is eligible for joint membership.
3.08. Any person who pays the life-membership fee is eligible for life membership.
3.09. Any member who has paid dues for twenty years and who has retired from the regular exercise of the profession is eligible, by vote of the Board, for status as an emeritus member with reduced dues without losing any of the rights of membership.
3.10. Any group engaged in Chinese teaching can subscribe collectively on behalf of that group's members and receive a discounted rate on the Association membership dues.
3.11 Regular members, student members, life members, and emeritus members can vote and hold office in the Association. Groups holding a group membership shall have one vote per group in the Association elections and other business. Members of a group cannot stand for election unless they have also joined the Association as a regular, student, life, or emeritus member. Joint members cannot vote and cannot stand for election. All members may submit a proposal for presentation at Association conferences.
3.12. 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.
3.13. Members may be dropped from membership by vote of the Board of Directors for behavior incompatible with the goals of the Association. Reinstatements will occur upon favorable vote of the Board of Directors.
Article IV. Board of Directors
4.01. The assets and affairs of the Association shall be managed by the Board of Directors. Directors shall serve without compensation.
4.02. The number of Directors shall be at least seven and not more than thirteen. The number of Directors may be modified as needed at any meeting of the Board of Directors or at any meeting of the Association members, provided that the notice of such meetings sets forth the proposed change.
4.03. The Board of Directors shall include a President and a Vice President, who shall serve as the elected officers of the Association.
4.04. Directors shall be elected by a vote of the Membership by mail or electronic ballot.
4.05. Directors shall serve a term of four years and the terms of Directors shall be staggered so that every two years half of the seats on the Board fall vacant and are filled by election. Directors shall serve no more than two terms consecutively.
4.06. Terms of Directors 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 four years thereafter. If no Annual Meeting is held during the year of the election, the terms of directors shall begin on October 1st of the election year and end on September 30th four years thereafter.
4.07. The Board of Directors shall hold meetings at least once every six months to conduct business of the Association at such a time and place as decided by the Directors.
4.08. Special Board meetings may be called by the President or at least one third of the Board members.
4.9. One third of the Directors of the Board present in person shall constitute a quorum for the transaction of business. In the absence of a quorum, discussions may be held and recommendations made, but decisions on the Association business shall be made through mail or email ballot by the entire membership of the Board.
4.10. 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.
Article V. Elected Officers
5.01. Elected officers of the Association shall be a President and Vice President. They shall serve without compensation.
5.02. The terms of the President and the Vice President shall be two years. The President is ineligible for nomination to serve as an elected officer for a consecutive term.
5.03. The terms of the elected officers 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 two years thereafter. If no Annual Meeting is held during the year of the election, the terms of elected officers shall begin on October 1st of the election year and end on September 30th two years thereafter.
5.04. Candidates for elected officers shall be selected by the Election Committee from among seated members of the Board of Directors according to the procedures set forth in Article VII of these Bylaws.
5.05. The President shall direct and supervise operation of all activities of the Association. He or she shall preside over all meetings of the Membership and the Board of Directors and shall work closely with the Executive Director in conducting the business of the Association. The President or the President’s designee shall be the Association’s chief spokesperson and representative.
5.06. The Vice President shall assist the President in directing and supervising operation of all activities of the Association. In the event the President is not available, he or she will be the chief spokesperson and representative of the Association.
Article VI. Appointed Officers
6.01. The Board of Directors shall, based on the recommendations by the President, appoint an Executive Director and a Treasurer, one of whom will also fulfill the legal responsibilities of a clerk, as prescribed in MGL Chapters 156B and 180.
6.02. The Executive Director shall serve a term of three years, with a possible renewal for a second term, but not more than six years in total.
6.03. The Executive Director shall attend the Board meeting, with no voting privilege unless he or she is also an elected Board member.
6.04. Among his/her duties, the Executive Director shall:
a. Assist the President in conducting routine administrative and public relations activities of the Association;
b. Be custodian of all records and documents of the Association;
c. Maintain a database of the Association members, which includes their names and contact information;
d. Keep minutes of all meetings of the Board of Directors and of Members of the Association, and;
e. Announce election results to the Association Membership.
6.05. The Treasurer shall serve a term of three years, with a possible renewal for a second term, but not more than six years in total.
6.06. The Treasurer shall attend Board meetings, with no voting privilege unless he or she is also an elected Board member.
6.07. The Treasurer shall conduct all the financial transactions of the Association under the supervision of the Executive Director and the Board of Directors.
6.08. Among his/her duties, the Treasurer shall:
a. Have the care and custody of all the funds and securities of the Association;
b. Receive and give receipts for moneys due and payable to the Association;
c. Deposit all moneys received by him/her in the name of the Association in such banks, trust companies of other depositories as from time to time may be designated by the Board of Directors;
d. Have charge of the disbursal of the funds of the Association in accordance with the directions of the Board of Directors;
e. Enter or cause to be entered regularly in books, to be kept by him/her or under his/her directions for that purpose, full and accurate account of all moneys received and paid by him/her on account of the Association;
f. Render a statement of his/her accounts to the Board of Directors at such times as it shall require the same;
g. Exhibit the books of account of the Association at all reasonable times to any Member of the Board of Directors upon application.
Article VII. Standing Committees
7.01. The Association shall have three standing committees, each of which shall consist of three or more members appointed by the President. The chair of each standing committee must be a member of the Board of Directors.
7.02. There shall be an Election Committee consisting of three or more members appointed by the President. The Election Committee shall nominate persons to be presented for election to the Board of Directors and elected officers. The Election Committee shall submit these nominations to the Board for approval, and then shall conduct the election.
7.03. There shall be a Conference and Event Committee consisting of three or more members appointed by the President. The Conference and Event Committee shall select the location for the annual meeting and events, and plan and publicize the program in conjunction with the officers, Directors, and Executive Director.
7.04. There shall be a Public Relations and Fund Raising Committee consisting of three or more members appointed by the President. The Public Relations and Fund Raising Committee shall develop plans for fundraising and public relations on behalf of the Association for approval by the elected officers and Directors, and will work with the Executive Director to carry out such plans on behalf of the Association.
Article VIII. Elections
8.01. The Association shall hold elections for officers and Directors every other year.
8.02. Elections shall be conducted by the Election Committee.
8.03. At least two months before the election, the Election Committee shall contact all Association members by regular mail or electronic communication, inviting them to submit
recommendations for candidates for the Board of Directors, and for candidates for elected officers.
8.04. Candidates for Directors shall be selected from among eligible member of the Association (as specified in 3.11).
8.05. Candidates for officers are selected from seated members of the Board of Directors.
8.06. Any member of the Association may nominate any eligible member to serve as a candidate (as specified in 3.11), including him- or herself. However, members of the Election Committee are ineligible for inclusion on the ballot, except for the first election.
8.07. The Election Committee shall prepare the ballot based on recommendations from the membership and the Directors. The ballot shall include three candidates for elected officers, at least two and no more than four more candidates for Directors than there are openings, and a provision for a write-in candidate for Director. The ballot shall be submitted to the Board of Directors for approval.
8.08. A final ballot shall be sent to all members by regular mail or electronic communication at least one month prior to the close of the election.
8.09. The candidates on the final list for the Board of Directors who receive the highest number of votes to fill the available seats in that election cycle shall be declared Directors.
8.10. The candidate for elected officers who receives the highest number of votes shall be declared President. The candidate for elected officers who receives the second highest number of votes shall be declared Vice President.
8.11. Special provisions for the first election (2012).
a. For the first election, the ad hoc Bylaws & Election Committee of the Organizing Committee shall prepare a slate of eleven nominees for the Board of Directors and two nominees to serve simultaneously as elected officers and Directors. For this special election, members of the Bylaws & Election Committee may be nominated to serve as candidates in these elections.
b. The candidates for Directors who receive five highest number of votes shall be seated as Directors to serve four year terms.
c. The candidates for Directors who receive the next four highest number of votes shall be seated as Directors to serve two year terms.
d. The candidate for elected officer who receives the highest number of votes shall be elected President and shall also be seated as a Director. The term of President shall be two years and the term of Director shall be four years.
e. The candidate for elected officer who receives the second highest number of votes shall be elected Vice President and shall also be seated as a Director. The term of Vice President shall be two years and the term of Director shall be four years.
f. Regular elections for officers and Directors shall begin in 2014.
Article IX. Resignation, Removal, or Replacement of Officers, or Delegation of Duty
9.01. A Director or officer (elected or appointed) may be removed on grounds of inadequate performance. A motion to dismiss a Director or officers shall be initiated by the Board of Directors and approved by two-thirds or more of its members before a vote can be taken by the entire Association. Removal of a Director or officer requires a two-thirds vote of members of the Association. No more than two Directors may be dismissed at the same time.
9.02. In case of the absence of any officer, or for other reason 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.
9.03. Any Director or officer may resign at any time by giving written notice to an officer.
9.04. If a vacancy occurs with six or more months left of the term un-served, a special election shall be held within two months of such an occurrence to fill the vacancy until the original term ends.
Article X. Meetings of Members
10.01. 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:
a. The President of the Association shall report on the state of the Association.
b. The officers of the Association shall present reports on the work of the previous year.
c. Any important issues raised by voting Members shall be discussed at the meeting.
10.02. 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 mail or electronic communication. Each notice shall state the purpose or purposes for which the meeting is called, and the time and place thereof.
10.03. 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 10.02.
10.04. A quorum for the purposes of discussion and hearing reports shall consist of ten percent of the Members. Should less than ten percent of the Membership be present at any meeting, items
requiring a vote must be submitted to a vote of the whole Membership by mail or electronic ballot.
10.05. 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 and entitled to vote.
10.06. At each meeting of the Members of the Association, each voting Member (as set forth in section 3.11) present in person or by proxy shall be entitled to cast one vote on any and all matters which shall come before the meeting. At each meeting of Members all matters shall be decided by the affirmative vote of a majority of voting Members of the Association present at such meeting in person or by proxy and entitled to vote at the meeting.
10.07. Any motion signed by ten or more of the Association members and approved by the Board of Directors must be submitted to a vote by the entire Association members. Such a vote shall be supervised by a special committee consisting of two members of the Board of Directors, and three Association members who made and/or signed the original motion.
Article XI. Association Powers
11.01. The Association shall have the following powers in furtherance of its purposes:
a. The powers stated in the Massachusetts General Laws (MGL) Chapter 156B, Section 9, Paragraphs (a)-(l) and (n)-(p)
b. The powers above shall be limited by the prescriptions for public charities in the Internal Revenue Code, Section 501(c)(3)
c. Meetings of the members may be held anywhere in the United States
11.02. No part of the assets of the Association and no part of any net earnings of the Association shall be divided among or inure to the benefit of any officer or director of the Association or any private individual or be appropriated for any purposes other than the purposes of the Association as herein set forth; and no substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except to the extent that the Association makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(h) of the Internal Revenue Code; and the Association shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Article XII. Indemnification of Officers and Board Directors
12.01. The Association shall, to the extent legally permissible and only to the extent that the status of the Association as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors and officers (including persons who serve at its request as directors, officers or trustees of another organization in which
it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director or officer, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Association; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Association, after notice that it involves such indemnification:
a. by a disinterested majority of the directors then in office; or
b. by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Association; or
c. by a majority of the disinterested members entitled to vote, voting as a single class.
12.02. Expenses, including counsel fees, reasonably incurred by any such director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of an undertaking by such director or officer to repay the amounts so paid to the Association if it is ultimately determined that indemnification is not authorized hereunder. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which Association personnel other than directors or officers may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors" and "officers" include their respective heirs, executors and administrators, and an "interested" director or member is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
Article XIII. Financial Matters
13.01. The funds of the Association shall be deposited as the Association from time to time may determine.
13.02. All checks, drafts, endorsements notes and evidences 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.
13.03. 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.
13.04. 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.
13.05. 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 Executive Director.
13.06. The fiscal year of the Association shall be October 1st to September 30th.
13.07. The Treasurer shall maintain the financial records of the Association.
13.08. The Board of Directors may request an audit or financial review of accounts by an independent accountant at the end of each term of office or at such times as the Board of Directors shall determine.
13.09. Upon the dissolution of the Association, 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 Association 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.
13.10. No part of the assets of the Association and no part of any net earnings of the Association shall be divided among or inure to the benefit of any officer or director of the Association or any private individual or be appropriated for any purposes other than the purposes of the Association as herein set forth; and no substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except to the extent that the Association makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(h) of the Internal Revenue Code; and the Association shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Article XIV. Amendment Guidelines
14.01. These bylaws shall take effect immediately after they are approved by a two-thirds majority of the members present at the meeting at which the Association is to be established.
14.02. The authority to interpret the bylaws shall be reserved for the Board of Directors.
14.03. Members are obliged to observe these bylaws and other regulations, which may later be enacted by the Association.
14.04. These bylaws may be altered, amended, or repealed by a two-thirds majority of the votes of the Members present in person or by proxy at the Annual Meeting of the Association where a quorum is present. The same may be approved by mail or electronic ballot, in which case the majority of the votes of a quorum of the membership shall be required for any proposed amendment.
I hereby certify that this is a full and true copy of the bylaws of the New England Chinese Language Teachers Association in the United States of America as adopted on (month/day/year). Wayne Wenchao He
President of the New England Chinese Language Teachers Association
May 29, 2012 (month/day/year)