Version 2011, to be updated in 2018.

Article I.  Name and Purpose

Section 1.01 Name
The organization shall be known as the Chinese Language Teachers Association-National Capital Region in English and as 大华府中文教师协会/大華府中文教師協會in Chinese.

Section 1.02 Purpose
The purpose of the Association is to facilitate interaction among Chinese teachers and scholars, promote the teaching and learning of the Chinese language, and advance research in fields related to Chinese language teaching such as Chinese language pedagogy, Chinese linguistics, and Chinese literature. The Association shall establish and maintain contact and affiliation with the national organization of CLTA.

This association is organized exclusively for educational purposes, including the making of distributions to organizations that qualify as exempt under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended.  The Association shall not carry on any activity prohibited to an organization exempt pursuant to the provisions of IRC Section 501(c) (3).

All monies of this organization shall be disbursed only in support of the purposes of this organization and shall not be disbursed to any member for his or her own private gain.  Monies may be disbursed only with the approval of the Executive Board or a majority of the members in good standing present at a business meeting.

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: Professional Chinese teachers, heritage Chinese school teachers and principals of public or private schools, Chinese literature or Chinese linguistics, or individuals interested in the above fields

Student Members: Individuals in the midst of a course of formal study concentrating on Chinese language, language pedagogy, literature or linguistics

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

Institutional Members: Academic institutions, non-profit organization and libraries, which would make the Association’s Journal available to the patrons or Members of that institution

Section 2.03 Dues

The Executive Board members shall determine the dues for the Memberships. Dues shall be paid annually by individuals and non-voting institutions.

Section 2.04 Voting Members

All Members except Institutional Members shall be eligible to vote on Association business when such votes are called for 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 Board members or by nonpayment of dues. Such Members may be automatically reinstated upon payment of dues.  Members may be dropped from membership by vote of the Executive Board for behavior incompatible with the goals of the Association. Reinstatements will occur upon favorable vote of the Executive Board members.

Article III.  Meetings

Section 3.01 Annual Meeting

The Association shall hold an Annual Meeting in conjunction with the fall conference at a time and place to be determined by the Executive Board. 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.

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 members or at the request of ten Members. The Board shall give notice thereof in the manner provided in Section 3.05.

Section 3.03 Executive Meetings

The Executive Board shall hold multiple meetings throughout a year.  The time(s) and place(s) are to be determined by the members of Executive Board.  The Board shall give notice thereof in the manner provided in Section 3.04

Section 3.04 Place and Time of Meetings

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

Section 3.05 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 delivering a written notice thereof to such Member or by mailing such a notice to such Member at the address of such Member as it shall appear on the records of the Association, provided that notice of any meeting need not be given to any Member if waived by such Member before or after such meeting in writing or by telegram or electronically transmitted written communication. 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 be a notice of signature on any such notice may be printed or typewritten.

Section 3.06 Quorum

A quorum for the purposes of discussion and hearing reports shall consist of fifty percent of the Members. Should less than fifty 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.

Section 3.07 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 Executive Board present at the meeting by a majority vote of the voting Members of the Association present at the meeting. If no Executive Board member is present, then a chairperson for the meeting shall be chosen by a majority of the Members present in person and entitled to vote.

Section 3.08 Voting

At each meeting of the Members of the Association, each Member 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.

Article IV. Executive & Advisory Boards

Section 4.01 General Duties

The Executive Board members shall manage the property and affairs of the Association.  They shall serve without compensation. The Executive Board Members shall maintain liaison with the American Council on the Teaching of Foreign Languages, Northeast Conference of Teaching of Foreign Languages, CLASS, CLTA and such other organizations, as may have common interests with the Chinese Language Teachers Association-National Capital Region.

Section 4.02 Advisory Board

The Board shall have an Advisory Board which shall consist of five members.  The Advisory Board Committee shall advise the President and, shall act for the Board between Regular Meetings when it is not possible to convene a meeting of the Board or conduct a mail or electronic ballot.  The Advisory Committee shall immediately report its actions to the Board. The selection procedure of Advisory Board members is determined by the majority of Board of Directors

Section 4.03 Executive Board

The number of Board members of the Association shall not be less than nine or more than fifteen. Within such limits, Directors of Executive Board Members may be fixed or changed from time to time at any meeting of the Board of Directors or at any meeting of the Members of the Association, provided that the notice of either of such meetings sets forth the proposed change.

Section 4.04 Additional Positions

The Past President shall be a voting member of the Executive Board for the year following his/her Presidency and may chair committees as directed by the President

Section 4.05 Vacancies

Vacancies (except Past President) should be filled by an appointment of the President in accordance with the qualifications required for said vacancy and with the approval of the Executive Board.  If the office of the President becomes vacant, the President-elect shall serve as President for the remainder of that term.

Section 4.06 Resignation

Any members of the Board may resign at any time by giving written notice to the President or email to the Advisory Board members.

Article V. Elected Officers of the Association

Section 5.01 Elected Officers

The elected officers of the Association are a President, President-elect, a Secretary, and a Treasurer.  The President-elect shall succeed to the Presidency.  The term of office for the elected officers shall be one year, from the close of one Annual Meeting to the close of the next Annual Meeting.  Presidents may not serve successive terms.  Candidates for office must be members in good standing of CLTA-NCR.

Section 5.02 Election of President-elect

The President-elect shall be elected by the full Membership in a mail or electronic ballot simultaneous with the election of the Directors being elected in that year. President-elect candidates shall be active members of the CLTA-NCR.

Section 5.03 Succession to President
At the conclusion of his/her term, the President-elect shall become President.

Section 5.04 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

President

The President shall preside at all business meetings of the Association and at all meetings of the Executive Board. The President shall serve as the Liaison Officer between CLTA and national CLTA.  The President must be a member in good standing of CLTA-NCR. The President shall appoint such special and standing committees as the Executive Board deems necessary to the efficient operation of the organization.  The President shall oversee the functioning of all special and standing committees not otherwise delegated herein.  The President shall also be responsible for the organization’s archives.

President-elect

In the absence of the President, the presidential duties shall be assumed by the President-elect who is the chair of the annual CLTA-NCR Conference.  He or she shall serve as Parliamentarian.  The President shall appoint the members of the Finance committee and be responsible for the Organization’s public relations.

Secretary

The Secretary shall take the minutes and maintain a permanent file of them, shall notify board members of all board meetings, and shall handle correspondence as directed by the President and Executive Board.

Treasurer

The Treasurer shall be responsible for conducting and recording all financial business of the organization.  At the Annual Meeting the Treasurer shall present to the membership an annual written financial report.  The Treasurer shall present a proposed annual budget at the first fall meeting of the Executive Board.

Membership Chair

There shall be a Membership Chairman who shall be responsible to process all membership requests, data, and payments.  The Membership Chairman shall maintain a database of members, and supervise the production of the yearly membership directory.

Webmaster

Webmaster for the Association’s home page, who 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 liaison between CLTA and the host institution.  Webmaster should work closely with Executive Board

Article VI Elections

Section 6.01 Elections

The election of officers shall be by closed ballot of members in good standing present during the Annual Meeting and shall include proxy and mail-in votes received prior to the Meeting.   A majority vote shall determine all elected officers.  In all cases, the election results shall be made final prior to the conclusion of the Annual Meeting.  All candidates for office must be members in good standing of CLTA-NCR.

Section 6.02 Nominations

This Nominating Committee shall present a slate of candidates for office with a short resume for each nominee to the Secretary for distribution to all members in good standing at least 30 days before the annual Meeting.  In addition, any member in good standing may become a candidate by a petition signed by at least five other members in good standing.  The Petition and a short resume must be sent to the Nominating Committee and postmarked no later than 45 days prior to the opening of the Annual Meeting.

Article VII Standing Committee

Section 7.01 Nominating Committee

There shall be a Nominating Committee consisting of three or more Members of the members of Executive Board. The Nominating Committee shall nominate persons to be presented for election to the Executive Board members, and a candidate or candidates for Advisory Board. These nominations shall be forwarded to the President who shall conduct the election.

Section 7.02 Program Committee

There shall be a Program Committee consisting of a Conference Chair (President-elect) and one or more Members of the Association. The Program Committee shall organize programs for the next annual meeting of the Association.

Section 7.03 Finance Committee

There shall be a Finance Committee consisting of the President, President-elect and 2 other members to be appointed by the President from among the Executive Board or Advisory Board. The terms of office of the other Board members shall be three years and staggered so that in each year one of the two is appointed.

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

Section 7.04 Awards Committee

There shall be an Awards Committee consisting of three or more Directors.

The Awards Committee shall select the winners of the Association’s awards.

Section 7.05 Professional Development Committee 

Section 7.06 Curriculum /Research Committee

Articles VIII Earnings & Dissolution

Section 8.01 Earning

No part of the net earnings of this Association shall inure to the benefit of, or be distributed to, its members, trustees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.  The Association shall not participate in, or intervene in (including the Publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this constitution, the Association shall not carry on any activities prohibited to an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 8.02 Deposit, Checks, etc.

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 members 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 (and, acting

Section 8.06   Dissolution

Upon the dissolution of the Association, the Executive Board shall first pay or make provision for the payment of all of the liabilities of the Association and then dispose of all the assets of the Association in such manner or to such organization or organizations, established and operated exclusively for charitable or educational purposes as shall at the same time qualify as an exempt organization under Section 501 (c) (3).  All finances or properties of this organization will become sole properties of the another nonprofit organization of like interests.

Article IX. Amendments

Proposed amendments to this Constitution may be initiated by simple majority of the Executive Board or may be submitted to the President in a petition which is signed by one-tenth of the membership in good standing. The Secretary shall notify all of the membership of any proposed amendments to the constitution by mail at least 30 days before the Annual Meeting or a special meeting called by the Executive Board.  To become effective, any such proposed amendment must be ratified by a two-thirds majority of the ballets cast at the Annual Meeting, whether cast in person, by mail, or proxy.

Article X.  Standard Authority

The rules in the latest edition of Sturgis Standard Code of Parliamentary Procedure 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 XI.  Adoption

The adoption of this Constitution shall be by ballots with two-thirds of those members in good standing present at the first business meeting.