AFRICAN LANGUAGE TEACHERS ASSOCIATION CONSTITUTION
Revised and approves 2012
ARTICLE 1: PREAMBLE
This organization shall represent African languages teaching profession in the national discourse on Foreign Language and International Studies.
NAME: The organization shall be known as the African Language Teachers Association (ALTA).
The purpose of the Association shall be to promote study, and teaching of African languages in the areas of basic research, language pedagogy, and literature, and to foster and encourage cooperation of individuals and institutions engaged in these activities.
The members of the Association shall be such persons as may be admitted to membership in the manner provided in Section 3.4 hereof.
3.1 Classes of Membership: There shall be the different classes of membership in the Association.
3.2 Regular Members: Regular members are teachers of African Language or Literature or persons who are otherwise professionally involved with or have a keen interest in African languages.
3.3 Institutional Members: Institutional members are organizations interested in supporting the purpose and goals of this Association by contributing annually to its funds. They shall have all the rights, privileges, and obligations of regular members except the right to vote.
3.4 Admission: Admission to membership depends upon payment of annual dues. The amount and manner of payment of the same shall be determined by the Executive Board.
3.5 Voluntary Withdrawal: Any member that fails to renew their membership dues shall be considered as having voluntarily withdrawn their membership. Upon the expiry of the specified renewal date such person/organization shall cease to be a member of the Association and all rights and obligations in respect of the Association shall terminate except such obligations as shall have accrued prior to the date so specified.
3.6 Suspension and Termination of Membership: The membership in the Association of any member may be suspended or terminated by resolution of the Executive Board, for nonpayment of dues, or for any activity or behavior which the Executive Board, in its discretion, may deem contrary to the best interests of the Association. Upon the adoption of such resolution all the rights and obligations of such member in respect of the Association, except such obligations and rights as shall have accrued prior to such suspension or termination, shall terminate. In cases of suspension, the rights and obligations of the suspended member in respect of the Association shall automatically revert at the expiration of the period of suspension specified in the suspension resolution.
ARTICLE II: GOVERNANCE AND OFFICERS
The determination of policy and planning rests with the Delegate Assembly.
Implementation of policy and management of the affairs of the Association shall be the responsibility of the Executive Board. The administrative day to day running of the Association’s affairs shall be conducted by the Secretariat under the leadership of the Executive Director.
The Delegate Assembly consists of the designated representatives of the African languages organizations or language groups representing each African language taught in the United States.
2.1. Responsibility: The Delegate Assembly determines and ratifies all policies having to do with the Association and its annual meetings, has the sole authority to admit organizations as members and affiliates of the Association, to elect executive board members, and to approve changes in the Constitution.
2.2. Organizational and Language Group Representatives: Before each annual meeting of the Delegate Assembly, each member organization or language group shall designate in writing one person to represent it at the Delegate Assembly meeting, to serve the ensuing year. The representative may be designated by his or her organization or language group to serve for additional terms.
2.3. Meetings: The Delegate Assembly shall hold an Annual Meeting at such time and place as the Executive Board may select. One-half of the delegate members of the Association entitled to vote shall be sufficient to constitute a quorum for the transaction of business. In the absence of a quorum at the annual meeting or any specially called meeting, the Executive Board is empowered to authorize the transaction of business by mail. A minimum of one-half of the membership voting in person and/or by mail shall be necessary for the transaction of business. All meetings shall be conducted in accordance with the latest edition of Robert's "Rules of Order".
2.4 Conduct of Meetings: The Executive Director on behalf of the Executive Board will be responsible for the long term planning of annual meetings and for the publication and dissemination of information on these meetings. At any meeting of the members of the Association, in case of the President's absence or his inability to act as chairman for the meeting, the Vice-President shall assume the role of the President to chair the meeting. In the event that both President and Vice-President are unable to chair the meeting, a chairman shall be chosen by a majority of the members of the Executive Board who are present at the meeting.
4.5 Voting: The Executive Director on behalf of the Executive Board shall conduct and administer all elections. At each meeting of the delegates of the Association, each delegate present shall be entitled to cast one vote on any and all matters which shall come before the delegates for a vote. At each meeting of the delegates all matters shall be decided upon by the vote of a majority of the delegates present and voting at such meeting. Voting can also be conducted via electronic ballot. All matters shall be decided by a majority of those responding, whether by electronic ballot or in person at the meeting, provided that the total number of responses constitutes a quorum.
3.1 General Duties: The property and affairs of the Association shall be managed by an Executive Board, the members of which shall serve without compensation. Between annual meetings, the Executive Board is responsible for overall direction in accordance with policies adopted by the Delegate Assembly and shall recommend policy initiatives to the Delegate Assembly. The Executive Board, at its discretion, may appoint an Executive Director. The Executive Board may establish committees and task forces as the business of the Association may require. The Executive Board shall define the tasks and powers thereof and fix the terms and methods of appointment of members. The Executive Director in collaboration with the Executive Board shall maintain liaison with such other organizations as may have common interests with the Association.
3.2 Members: The Executive Board shall consist of elected members. These are President, Vice President, Immediate Past President and Secretary/Treasurer. In addition to these, the Executive Board will appoint an Executive Director of the Association who shall be a full voting member of the Executive Board.
3.3 Term of Election: Members of the Executive Board shall be elected by the members of the Delegate Assembly via electronic ballot. Their term of office shall be two years. Only the Secretary/Treasurer from amongst the elected officials of the Executive Board may serve more than one term. Any vacancy in the Executive Board resulting from any cause whatsoever may be filled by the Delegate Assembly at a special election called for that purpose. New members of the Executive Board shall take office at the conclusion of the annual meeting.
3.4 Manner of Election: Each election year, a committee consisting of the President, the Vice-President and two Immediate Past Presidents shall constitute the Nominating Committee. At least one member of this committee shall have been a member of the Nominating Committee of the previous election year. The Nominating Committee shall present a slate of candidates and solicit nominations from members of the Delegate Assembly. The Nominating Committee shall give due consideration to achieving language representational balance on the Executive Board.
3.5 Meetings: The Executive Board shall meet as necessary to conduct the business of the Association at the call of the President or three members of the Executive Board.
3.6 Special Meetings: Special meetings of the Executive Board may be called by the Executive Director when matters arise that need the attention of the Executive Board or upon the request of the President or three members of the Executive Board.
3.7 Notice of Meetings: The Executive Director shall be responsible for the notification of all meetings.
3.8 Quorum: One-half of the members of the Executive Board at the time in office shall constitute a quorum for the transaction of business. In the absence of a quorum at any meeting of the Executive Board, a majority of those members present may vote to adjourn the meeting to another time when a quorum shall be present.
3.9 Resignation: Any members of the Executive Board may resign at any time by giving written notice to the Executive Board through the Executive Director.
3.10 Committees: The President with the approval of the Executive Board may appoint from time to time such committees as may be deemed desirable in forwarding the program of the Association and each of such committees shall exercise such powers and perform such duties as may be prescribed by the President. Members of such committees need not be members of the Executive Board if the committee in question is not vested with a power or duty normally considered a primary duty of the Executive Board.
The officers of the Association shall be elected by the members of the Delegate Assembly via electronic ballots from among a slate of candidates presented by the Nominating Committee and shall serve without compensation.
4.1 The President: The President shall be the Executive head of the Association, shall preside at all meetings of the Association and of the Executive Board and carry out the instructions of Delegate Assembly and the Executive Board. The President shall ensure that the Association follows this constitution, shall have general supervision over the affairs of the Association, subject to the control of the Executive Board and shall also have such other powers, and perform such other duties, not inconsistent with this constitution, as may be assigned from time to time by the Executive Board. The President may not serve for two consecutive terms. By virtue of his/her office the President may not represent his/her organization or language group in the Association.
4.2 The Vice President: The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice-President will automatically succeed the President when the latter's term of office expires and shall also perform any other duties as are assigned to this office by the Executive Board. By virtue of his/her office the Vice-President may not represent his/her organization or language group in the Association.
4.3 Immediate Past President: The Immediate Past-President shall attend meetings of the Executive Board as an ex-officio non-voting member and shall perform such duties as are assigned to this office by the Executive Board and the Delegate Assembly.
4.4 Secretary-Treasurer: The Secretary-Treasurer shall keep the minutes of all meetings of the Delegate Assembly and the Executive Board, shall have general supervision over the fiscal affairs of the Association, shall be responsible for disbursing the funds of the Association as needed or authorized by the Executive Board, and perform such other duties as are assigned to this office by the Executive Board and the Delegate Assembly. The Secretary-Treasurer shall submit a treasurer's report at each annual meeting of the Delegate Assembly members. The Secretary-Treasurer may be elected for more than one term.
4.5 The Executive Director: The Executive Board, at its discretion, may appoint an Executive Director to run the Secretariat, carry out its mandate to represent the Association and to be responsible for fundraising. The Executive Director shall be custodian of all records and documents of the Association, notify all persons admitted to membership of the Association of their admission, send out notices of all Association conferences and meetings and activities, shall receive all the organizations correspondences, serve as principal fund-raiser of the organization, have care and custody of all funds and securities of the organization, deposit all moneys received on behalf of the organization, conduct and administer all the Association’s elections, have charge of the disbursement of the Association’s funds in accordance with the day to day running of the organization at the directions of the Executive Board and be responsible for the dissemination of all the Association’s publications and activities. Perform all other duties incident to the office of Executive Director as mandated by the Executive Board. The Executive Director is a full voting member of the Executive Board.
4.6 Resignation: Any officer may resign at any time by giving written notice to the President of the Association through the Executive Director.
OFFICE OF THE ASSOCIATION
The office of the Association shall be in the city and state of the current Executive Director.
ARTICLE III: FINANCES
The fiscal year of the Association shall be determined by the Executive Director in consultation with the Executive Board.
DEPOSITS, CHECKS, LOANS, CONTRACTS, ETC.
2.1 Deposit of Funds: The funds of the Association shall be deposited in such banks, trust companies or other depositories as the Executive Board from time to time may determine.
2.2 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 Executive Board from time to time may determine. Endorsements for deposits to the credit of the Association shall be made in such manner as the Executive Board from time to time may determine.
2.3 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 Executive Board. 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.
2.4 Contracts: No contract, other than the ordinary course, may be entered into on behalf of the Association unless and except as authorized by the Executive Board; and any such authorization may be general or confined to specific instances.
2.5 Transfer of Securities: Any two of the following persons, viz.: Secretary-Treasurer, Executive Director, or any two persons designated by the Executive Board, shall have authority to execute under seal such form of transfer and assignment as may be customary or necessary to constitute a transfer of stocks, bonds, or other securities standing in the name of or belonging to the Association. A corporation or person transferring any such stocks, bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected, and shall be under no duty to inquire whether or not the Executive Board has taken action in respect thereof.
DISTRIBUTION OF EARNINGS ETC.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of purposes relevant to the operations of the Association. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation or Association exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation or Association contributions which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the Association, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas 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.
ARTICLE IV AMENDMENTS
This constitution may be amended by a two-thirds vote of the Delegate Assembly.