Bylaws

ARTICLE I. NAME AND PURPOSE

Section 1.01. Name
The organization shall be known as CLTA-Chinese Language Teachers Association of Texas in English and 德州中文教师学会 in Chinese. It is abbreviated in English as CLTA-TEXAS.
Section 1.02. Purpose
The purpose of the CLTA-TEXAS is to enhance the quality of the Chinese language teaching at all education levels by serving as a resource network for Chinese language teachers to share ideas and disseminate information, by conducting professional development for Chinese teachers in both language teaching and cultural awareness and by providing a base for common pedagogical improvement and individual career development.

ARTICLE II. NON-PROFIT ORGANIZATION

Section 2.01.
CLTA-TEXAS is a nonprofit organization established exclusively for charitable and educational purposes within the meaning of section 501 (c) (3) of the internal Revenue Code of 1986 (or the corresponding section of any future tax code).  CLTA-Texas is a regional chapter of the national Chinese Language Teachers Association.

ARTICLE III. MEMBERSHIP

Section 3.01. Members
Any person who subscribes to the goals of the CLTA-TEXAS 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 3.02.
Section 3.02. Dues and Voting
From time to time, the Board of Directors shall determine the dues for the Membership.  All Members shall be eligible to vote on CLTA-TEXAS business and hold office in the CLTA-TEXAS.
Section 3.03. Termination of Membership
Any Member may withdraw from the CLTA-TEXAS by so specifying in writing to the Executive Director or by nonpayment of dues.

ARTICLE IV.  BOARD OF DIRECTORS

Section 4.01 Number of Directors
The number of Directors of the CLTA-TEXAS shall not be less than nine or more than fifteen. Within such limits, the number of Directors 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 CLTA-TEXAS, provided that the notice of either of such meetings sets forth the proposed change.
Section 4.02 Directors and Officers
The Board of Directors of CLTA-TEXAS shall include four elected officers, a President, a President-Elect, an Immediate Past President, a Secretary-Treasurer, and 5-11 elected Directors.
Section 4.03. General Duties
The property and affairs of the CLTA-TEXAS shall be managed by the Board of Directors. Directors shall serve without compensation. The Board of Directors shall maintain liaison with the national Chinese Language Teacher Association, Chinese Language Association of Secondary-Elementary Schools, American Council on the Teaching of Foreign Languages, Texas Foreign Language Association, Southwest Conference on Language Teaching Association and such other organizations as may have common interests with the Chinese Language Teachers Association of Texas
Section 4.04. Annual Meeting
The CLTA-TEXAS 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 CLTA-TEXAS 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 CLTA-TEXAS shall report on the state of the CLTA-TEXAS and the field.

Section 4.05. Election
Directors including officers shall be elected by the whole Membership through mail ballot 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 shall serve for two years, and the terms of Directors shall be staggered so that half of the seats of Board of Directors fall vacant and are filled by election. Terms begin upon the adjournment of the Annual Meeting of the CLTA-TEXAS in the year of the election and end upon adjournment of the Annual Meeting two years thereafter. No individual may serve a second term as Director until after the lapse of one year. Any vacancy in the Board of Directors resulting from any cause whatsoever (including an increase in the number of authorized Directors) may be filled by the Board of Directors in meeting or by mail ballot, or may be filled by a vote of the Membership of the CLTA-TEXAS at the first Annual Meeting held after such vacancy shall occur, or at a special meeting called for that purpose. If five percent of the Members propose the name of any Member for nomination to the Board of Directors, that person’s name shall be included on the ballot.

Section 4.06. Regular Meeting
The Board of Directors shall hold a regular meeting every six months for the purpose of organization and transaction of business at such time and place as may be decided by the Directors. The Secretary-Treasurer shall prepare the minutes of the meeting for distribution to the Membership.
Section 4.07. Special Meeting
Special meetings of the Board of Directors may be called by the President or must be called at the request of one third of the Members of the Board. In such a case, the President must give a two-week advance notice.
Section 4.08. Quorum and Actions of the Board
One-half plus one of the Directors of the Board at the time in office 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 votes on CLTA-TEXAS Business shall be conducted among the entire membership of the Board by mail ballot. At scheduled meetings of the Board of Directors, if a quorum of Directors is present, actions by the Board shall be taken by majority vote of Directors present at the meeting. For issues decided by the Board of Directors by mail or electronic ballot, actions of the Board shall be taken by majority vote of all Directors.

ARTICLE V.  ELECTED OFFICIERS

Section 5.01. Elected Officers
The CLTA-TEXAS shall have a President, President-Elect, Immediate Past President, and Secretary-Treasurer. Each shall serve for two years, commencing with the adjournment of the Annual Meeting and continuing until the adjournment of the Annual Meeting in the succeeding year.

Section 5.02. 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, irrespective of when their term as a Director would otherwise have ended.

President
The President shall preside over all meetings of the Membership and the Board of Directors. The President shall be the CLTA-TEXAS’s chief spokesperson and representative, appoint and oversea all committees, and outline the long-range goals of the organization. The President shall work closely with the President-Elect and Secretary-Treasurer in conducting the business of the CLTA-TEXAS. The President shall become Immediate Past President at the end of the President’s term.

President-Elect
The President-Elect shall be elected by the members in a mail ballot simultaneously with the election of the Directors being elected in that year. Presidential-Elect candidates shall be seating Members of the Board of Directors.  The President-Elect is responsible for planning and implementing the annual conference, assisting the President, to serve as Acting President in the absence of the President, and shall succeed to the Presidency at the end of the President-elect’s term.

Immediate Past President
Immediate Past President shall be available for advice and counsel to the President and Board and for program consultation to the profession.

Secretary-Treasurer
Secretary-Treasurermaintains a database of the CLTA-TEXAS members which includes their names and contact information, to keep the minutes of all meetings of the Board of Directors and of Members of the CLTA-TEXAS, to collect annual dues and all contributions, to deposit all moneys received by him/her in the name of the CLTA-TEXAS in a bank designated by the Board of Directors.

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 on grounds of inadequate performance.
Section 6.02. Delegation of Responsibility
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 CLTA-TEXAS 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 three or more Members of the Board of Directors.

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

Section 7.02. Program Committee

There shall be a Program Committee consisting of a Program Chair, served by President-Elect, and one or more Members of the Board of Directors.

The Program Committee shall organize programs for the next annual meeting of the CLTA-TEXAS.

Section 7.03. Professional Development Committee

There shall be a Professional Development Committee consisting of a Chair, two and more members to be appointed by the President from among the Directors.

The Professional Development Committee shall design and organize the workshops, programs, and materials for teacher professional development.

Section 7.04. Finance Committee

There shall be a Finance Committee consisting of the President, Secretary-Treasurer and one and more members to be appointed by the President from among the Directors.

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

The Committee shall direct fundraising activities to raise fund for the CLTA-TEXAS.

Section 7.05. Advocacy Committee

There shall be a Advocacy Committee consisting of a Chair, two and more members to be appointed by the President from among the Directors.

The Advocacy Committee shall disseminate and publicize information and materials which demonstrate the importance of the study of the Chinese language and culture; to make the public aware the need for the study of Chinese in our schools.

Section 7.06. Ad Hoc Committee
The President is authorized to form ad hoc committees to carry out certain tasks.  The members in ad hoc committees do not have to be seating Members of the Board of Directors.     The Committees will be dissolved once the task is completed.

ARTICLE VIII AMENDMENTS AND DISSOLUTION
Section 8.01. Adoption of Bylaws
These bylaws shall take effect immediately after they are approved by the interim Board of Directors.

Section 8.02. Amendment by Members
These Bylaws may be altered, amended, or repealed by a majority of the votes of the Board of Directors present in person or by proxy, provided that the notice of the meeting sets forth the proposed alteration, amendment or repeal. The same may be approved by mail, in which case the majority of the votes of a quorum of the Board of Directors shall be required for any proposed amendment.

Section 8.03. Distribution of Assets on Dissolution
In the event of the dissolution of the CLTA-TEXAS, 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.