Tennessee TESOL Constitution (as amended 2000)

ARTICLE I. Name and Location

The name of the Association shall be the Tennessee TESOL (Teachers of English to speakers of Other Languages). It shall meet in the State of Tennessee wherever the Board of Directors directs.

ARTICLE II. Purpose

Tennessee TESOL is a professional, non-profit association whose purposes are to promote scholarship, to disseminate information, to strengthen at all levels instruction and research in the teaching of English to speakers of other languages or dialects, and to cooperate in appropriate ways with other groups having similar concerns.

This Association is organized exclusively for educational purposes, including the making of distributions to an organization that qualifies as exempt under Section 501 {c) {1} of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).

Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501 {c} {3} of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).

All monies of the organization shall be disbursed only in the support of the purposes of this organization and shall not be disbursed to any member of the organization for his or her own private gain.

Monies may be disbursed only with the approval of the Board of Directors and/or of a majority of members in good standing at a business meeting.

ARTICLE III. Membership

Anyone who is interested in the education of speakers of other languages is eligible for membership. Members are those people who have paid their dues. There shall be three categories of membership: 1) New member, student or part-time teacher 2) Regular member and 3) Non-voting institutional member.

ARTICLE IV. Elected and Appointed Positions

A. Officers

The officers of the Association shall be a President, a First Vice-President, a Second-Vice President, a Newsletter Editor, and a Secretary-Treasurer. The First-Vice President shall upon election succeed to the Presidency. The term of office for the President and Vice-Presidents shall be one year, from the close of one Annual Meeting until the close of the next regularly scheduled Annual Meeting. The Secretary-Treasurer and Newsletter Editor shall be appointed by the Board of Directors and approved yearly by the membership at the Annual Meeting. Presidents may not serve successive terms. Candidates for office must be members in good standing of Tennessee TESOL. Once elected, an officer may be asked to join international TESOL since it requires a certain percentage of each affiliate's officers to be members in good standing with the international organization.

B. Board of Directors

There shall be a Board of Directors consisting of the three elected officers, the Secretary-Treasurer, and the Newsletter Editor plus nine other elected Members-at-Large broadly representative of the various interests of the members. The Board of Directors shall direct the work of the Association under general policies determined by the membership. The nine Members at-Large on the Board of Directors shall serve three-year terms, with three Members-at-Large elected at each Annual Meeting. The members of the Board of Directors shall consider it a duty of office to attend all Board of Directors meetings and Annual Meetings. The Board of Directors (change of name) shall conduct the daily business of the organization and control its funds. A majority vote shall be considered as binding for all decisions of the Board of Directors. A quorum shall consist of seven members.

C. Duties of Officers

l. The President shall preside at all business meetings of the Association and at all meetings of the Board of Directors. In the absence of the President, the presidential duties shall be assumed by the First Vice President, who may be succeeded by the Second Vice President. The President shall appoint such special and standing committees as the Board of Directors deems necessary to the efficient operation of the organization. The President shall appoint a parliamentarian for the annual business meeting.

2. The First Vice-President shall undertake such duties as the President shall delegate and shall serve as the Association Liaison Officer, the duties of whom shall be to care for all communications between the Tennessee TESOL and the international TESOL. Submission of annual reports and copies of relevant documents to the international TESOL shall be part of the duties of the First Vice-President. The First Vice-President shall serve as the chairperson of the Nominating Committee.

3. The Second Vice-President shall oversee the functioning of all special and standing committees not otherwise delegated herein and the submission of annual committee reports to the Secretary-Treasurer. The Second Vice President shall also be responsible for planning the state-wide meetings with local arrangement chairpersons to be appointed by the Board of Directors.

4. The Secretary-Treasurer shall keep the minutes and all official documents, shall maintain permanent files of correspondence, shall be responsible for notifying the members concerning all meetings, shall handle official correspondence, shall maintain membership rosters, and shall be responsible for conducting and recording all financial business of the organization. At the Annual Business Meeting, the Secretary-Treasurer shall present to the membership an annual written financial report and budget for the coming year.

5. The Newsletter Editor shall be responsible for the publication of the newsletter at intervals determined by the Board of Directors. The Editor shall also appoint and direct the Publications Committee.

6. The immediate Past President shall attend all Board meetings (ex-officio).

7. Members-at-Large shall be responsible for recruiting members and disseminating information about the organization.

D. Non-Voting Liaisons

The Board of Directors may appoint annually at the pre-conference Board of Directors meeting six non-voting members to serve as Liaisons in the areas of Elementary Education, Secondary Education, Adult Education, University Credit-Granting Programs, Intensive English Programs, and the Tennessee State Department of Education. As other interest sections are identified, the Board of Directors shall appoint additional non-voting liaisons as needed.

E. Vacancies

A vacancy in any office shall be filled by an appointment of the President in accordance with the qualifications required for said vacancy and with the approval of the Board of Directors. If the office of the President becomes vacant, the First Vice President shall serve as President for the remainder of that term, and may succeed himself/herself for the Presidency for the following year. Any appointee to the office of First Vice President shall not be considered President-elect.

ARTICLE V. Elections A. Elections

The election of officers shall be by secret ballot during the Annual Business Meeting. Mail ballots received by the Secretary Treasurer prior to the meeting will be counted. Proxy votes will not be accepted. In all cases, the election results shall be final prior to the conclusion of the Annual Business Meeting.

B. Nominations

A Nominating Committee of three to five members shall be appointed by the President with the approval of the Board of Directors. This committee shall present a slate of candidates for office with a short resume for each nominee to the Secretary Treasurer for distribution to all members in good standing at least thirty days before the Annual Business 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 must be received by the Nominating Committee prior to the opening of the Annual Business Meeting.

C. Quorum

A quorum shall consist of all paid-up members present at the Annual Business Meeting. A majority vote shall decide all elected officers.

ARTICLE VI. Meetings

There shall be one Annual Business Meeting and at least one additional Board of Directors Meeting each calendar year. Special meetings of the general membership may be called by the Board of Directors.

ARTICLE VII. Earnings

No part of the net earnings of this 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 distributions in furtherance of the purposes set forth in Article II hereof. 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 (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501 {c} {3} of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE VIII. Dissolution

Upon the dissolution of the Association, the Board of Directors 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 purpose of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under Section 501 {c} {3}.

All finances or properties of this organization will become sole properties of the international TESOL organization or another non-profit organization of like interests.

ARTICLE IX. Amendments

Proposed amendments to this Constitution may be initiated by simple majority of the Board of Directors or may be submitted to the President in petition which is signed by one-tenth of the membership or record in good standing. Any proposed amendments or changes to the Constitution must be presented to the membership by the Secretary at least thirty days before the Annual Meeting. Amendments or changes to the Constitution must be ratified by a two-thirds majority of the ballots at the meeting.

ARTICLE X. Standard Authority

The rules in the latest edition of Robert's Rules of Order Revised shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with this Constitution and By-Laws.

ARTICLE XI. Adoption

The adoption of this Constitution shall be by ballots with two-thirds of those members in good standing who respond within 30 days of the postmark.

BY-LAWS

I. Committees A. Standing Committees

1. Nominating Committee The Nominating Committee shall perform those duties as listed in the Constitution.

2. Membership/Finance Committee The Membership/Finance Committee may be appointed by the Secretary- Treasurer with the approval of the Board of Directors. The members of the committee shall represent the geographical areas of the State of Tennessee. The Membership/Finance Committee shall be responsible for recruiting new members, assisting the Secretary-Treasurer in such matters as keeping accurate and current membership lists, reviewing the collection and disbursement of funds by the Secretary-Treasurer, and assisting the Secretary Treasurer in the preparation of the final written financial report and budget for the following year. The Chairperson will present a committee report to the membership at the Annual Business Meeting.

3. Publications Committee A Publications Committee may be appointed by the Editor with the approval of the Board of Directors. The primary duty of the Publications Committee shall be the preparation and distribution of the newsletter as specified by the Constitution.

B. Elected Committees

There shall be elected committees as deemed necessary by members at the Annual Business Meetings.

II. Relationship with TESOL

This Association shall establish and maintain contact through affiliation with the international organization of TESOL.

III. Dues

A. The membership year shall be from January 1 to December 31. B. Dues shall be paid annually by individual and non-voting institutions in an amount to be determined by the majority of those voting at the Annual Business Meeting.

IV. Annual Meeting

The Annual Business Meeting shall be held each year at a place and time agreed upon by the Board of Directors. The location of the meeting shall rotate within Tennessee.

V. Disbursements of Funds

All monies must be disbursed by the President and/or the Secretary- Treasurer.

VI. By-Law Changes

Proposed amendments to the By-laws must be submitted to the membership 30 days prior to the Annual Business Meeting or at a special meeting called by the Board of Directors. A proposed amendment requires a two-thirds vote of the members in good standing present at the meeting