College Reading and Learning Association Bylaws
ARTICLE I-NAME
The name of the Association shall be College Reading and Learning Association (CRLA).
ARTICLE II-MEMBERSHIP
1. Members of the Association shall be of one class, and each member shall have the same rights, duties, privileges and responsibilities as every other member. Each member of the Association shall be qualified to originate and take part in any subject that may properly come before any meeting of the corporation, to vote on each such subject, and to hold office in the Association to which he/she may be elected or appointed.
2. Subject to all the provisions of these Bylaws, any individual who has interest in college reading and learning skills programs is eligible for membership. Applications for membership shall be in writing, in a form prescribed by the Board of Directors. The amount of dues to be paid by the members of the Association, and the time of payment thereof, shall be determined by the Board of Directors. No person shall become a member of the Association until the full amount of dues has been paid.
3. Membership may be renewed from year to year by submitting payment of annual dues with either a membership application or a renewal notice. Any member who has not paid his/her annual dues within 45 days after the expiry date is no longer a current member nor a member in good standing.
ARTICLE III-MEETINGS
1. The annual CRLA Conference will be held each Fall at a date to be determined, beginning with a Fall Conference in 1996. Other regular meetings of the membership may be held at such regular intervals as may be prescribed from time to time by the Board of Directors or by the membership at any annual meeting. Notice of the annual meeting, and of all the other meetings established by the Board of Directors, shall be sent to all members of the Association at least one month prior to the meeting.
2. Special meetings of the Association may be called by the president and shall be called by the president at the written request of any fifty members of the Association.
3 All members of the Association may have the right to attend all membership meetings—annual, regular, or special. They may attend other than general meetings as non-voting observers only.
ARTICLE IV-BOARD OF DIRECTORS
1. The affairs of the Association shall be conducted by the Board of Directors, consisting of five directors. The five directors shall be the president, the immediate past president, the president-elect, the secretary and the treasurer. The term of each director shall correspond with his/her term in the office that qualifies him/her as a director.
2. Whenever any director ceases to be a member of the Association or ceases to hold the office that qualifies him/her as a director, there shall be created a vacancy as a director.
a. A vacancy in the office of president shall immediately be filled by the president-elect, who may appoint a program chair if desired.
b. If a vacancy occurs in the office of president-elect, a special election will be held by mail ballot at the earliest possible date. The president may appoint a program chair to initiate or continue the new conference plans, and the newly elected president-elect and the appointed conference program chair would become co-chairs of the program committee. The new president-elect would assume all other duties of that office.
c. Vacancies in the offices of past-president, secretary, and treasurer shall be filled by appointment by the president with the approval of the Board.
3. The administrative powers of the Association shall be vested in the Board of Directors, who shall have charge, control, and management of the property, affairs and funds of the Association, and which shall have the power and authority on behalf of the Association to do and perform all acts and functions not inconsistent with the Articles of Incorporation, these Bylaws, or any provision of law.
4. The title of all property of the Association shall be vested in the Association, and the signatures of the president and the secretary, when authorized at any meeting of the Board of Directors, shall constitute proper authority for the purchase or sale of property or for the investment or disposal of funds which are subject to the control of the corporation.
5. Meetings of the Board of Directors shall be regular (face-to-face or by telephone conference) and special. A regular face-to-face meeting shall be held not less often than twice each year, at a time and place designated by the Board. Telephone conference calls may be scheduled at the discretion of the Board. Special meetings may be called by the president and shall be called at the request of any three directors. Sufficient notice of any special meeting shall be given to each director at least five days before the date of any such special meeting. Notification of such a meeting shall be confirmed by the president in writing to all directors. The notice shall state the business for the transaction of which the special meeting has been called, and at such meeting no business other than that in the notice shall be transacted.
6. Three members shall constitute a quorum of the Board of Directors.
ARTICLE V-OFFICERS
1. The officers of the Association shall be a president, a president-elect, a past president, a secretary, and a treasurer. The president-elect shall be elected for a one-year term in compliance with the mail-ballot procedure established in Article VII, Section III, of the Bylaws. The president-elect shall become the president of the Association at the next annual meeting of the membership of the Association following his/her term of office as president-elect and shall serve a term of one year as president. The president shall, at the expiration of his/her term as president, serve an additional term of one year as immediate past president. The secretary’s and the treasurer’s term of office shall be for two years with each office to be elected in alternating years by mail ballot.
2. The five officers of the Association shall constitute its Board of Directors, and the other four officers shall act in an advisory capacity to the president.
3. The president shall act as chairperson and presiding officer of the Board of Directors and shall act as presiding officer at every meeting of the membership of the Association. In addition, the president shall, with the approval of the Board:
a. Appoint chairpersons or coordinators of standing and special committees.
b. Appoint a parliamentarian.
c. Approve personnel of committees.
d. Call special meetings of the Board of Directors.
e. Appoint state/regional directors within thirty (30) days prior to the annual CRLA meeting unless the state or region is a chapter. If the state or region is a chapter, request the chapter president to assume the duties of the state/regional director for the geographical area encompassed by the chapter.
f. Appoint an acting secretary, treasurer, president-elect, and/or past-president to serve in that office in the event of incapacity or consistent non-performance of duty on the part of the officer(s) elected to serve.
4. The president-elect shall act as presiding officer in the absence of the president and shall act as chairperson of the conference program committee.
5. The immediate past president shall act as presiding officer in the absence of the president and the president-elect; shall serve as coordinator of state/regional directors, chapter presidents, and Special Interest Group leaders; and shall act in a general capacity as advisor to the president on the affairs of the Association.
6. The secretary shall be the official custodian of all documents belonging to the corporation, shall record the proceedings of all general and special meetings of the membership and of the Board of Directors, and shall carry out the general secretarial duties of the Association. He/she shall act as presiding officer at general meetings of the membership in the absences of the president, president-elect, and immediate past president.
7. The treasurer shall receive and record receipt of all dues and other income of the Association. He/she shall make a financial report at each general and special meeting of the membership and of the Board of Directors and shall write and sign all checks for all authorized expenditures. No reimbursements will be made without the prior approval of the Board of Directors. At the end of each fiscal year there shall be a review of the financial records by a professional auditor to be appointed by the president.
ARTICLE VI-FISCAL YEAR
The fiscal year shall be determined by the Board of Directors.
ARTICLE VII-PARLIAMENTARY PROCEDURE
1. The rules contained in Robert’s Rules of Order, Revised, shall govern all meetings of the Association in all cases where they are applicable, unless any such rule shall be inconsistent with the Articles of Incorporation or these Bylaws.
2. In all meetings, any member may demand a roll call vote except for those procedures requiring a mail ballot, including the election of officers.
3. Not later than twelve months prior to the beginning of election balloting, the president shall appoint a past president who served a one-year term as committee member, as chairperson of the election committee for the next nomination and election cycle. The chairperson shall recommend for approval by the president such appointments as needed to complete the committee membership. The committee shall proceed as follows:
a. All offices except the president and immediate past president shall be elected by mail ballot. The office of president is assumed by the elected president-elect; the office of immediate past president is assumed by the president.
b. The election committee shall confer in a face-to-face meeting to be held at the annual conference and select from the membership at least two members for each of the offices of president-elect and secretary or treasurer.
c. The election committee will hold at least one open meeting during the annual conference to give the membership an opportunity to propose potential nominees for each elective office.
d. The committee shall make available to each nominee and his/her institution the duties and responsibilities of the office. The candidate for office must give his/her written consent to run for that office so nominated, and a letter of institutional support must be received from his/her institution if applicable.
e. The election committee shall submit to the Board of Directors the names of at least two members for each of the offices of president-elect and secretary or treasurer by January 31.
f. Information about all candidates, one official ballot with instructions for completing the ballot, and a correctly addressed return envelope with a space on the outside of the envelope for the voter’s signature will be mailed by a date set by the Board to all members in good standing.
g. Voting shall be by secret mail ballot. All votes postmarked on or before the date set by the Board and received no later than seven days after the set date will be included in the final count. All signatures on return envelopes will be checked against a list of members in good standing before they are included in the final count (as outlined in Robert’s Rules of Order, Revised). Unsigned envelopes will be discarded since membership cannot be verified. The folded and unread votes will be separated from the envelopes, then placed and held in a receptacle until the time the votes are to be counted, to ensure confidentiality and anonymity of the vote. Ballots will be counted after the seven-day grace period by the chair of the election committee or by a member of the election committee whom the chair has designated along with two CRLA members in good standing. A majority of the votes cast shall be necessary for election. In the event of a tie, the balloting for that office should be repeated as many times as necessary to obtain a majority vote for a single candidate (per Robert’s Rules of Order, Revised). In the event that an error (i.e., failure to abide by the Bylaws) occurs in the mailing or content of the ballots, the Board either can vote to correct the error and extend the return time or can annul the first balloting and mail new ballots.
h. If a challenge to the outcome of the election is not received by the president in writing within thirty (30) days after the election results have been announced, the ballots shall be destroyed.
4. Should a quorum as defined by Article VIII of the Bylaws not be represented in the mail ballot for election of officers, the election will be conducted during the business meeting at the next annual conference.
5. If a quorum is not present at the scheduled general business meetings, business other than election of officers requiring voting shall be conducted by mail ballot sent to the general membership.
ARTICLE VIII-QUORUM
A quorum for a regular or special membership meeting or for a mail ballot shall be at least ten percent (10%) of the membership of the Association at the time of the vote.
ARTICLE IX-AFFILIATIONS
The Association may enter into cooperative agreements with other educational organizations by majority vote of the Board of Directors. Agreements may be revoked in the same manner.
ARTICLE X-INITIATIVE, REFERENDUM, AND RECALL
Any officer of the Association may be recalled, any proposed action on behalf of the Association may be initiated, or any previous action taken by the Board of Directors on behalf of the Association may be referred by means of properly worded petition setting forth the action requested. The petition must be signed by one-sixth of the members of the Association. Any action, initiative, referendum, or recall shall require a noticed motion and a majority vote of the membership or two-thirds of those members present at any annual meeting of the Association.
ARTICLE XI-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 of 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 educational 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 as the Board of Directors shall determine.
ARTICLE XII-AMENDMENTS
1. These Bylaws may be amended at any regular or special meeting of the membership of the Association, or they may be amended by mail ballot at the discretion of the Board of Directors. Once amended and approved by the membership, these Bylaws will supersede the Constitution.
2. No amendment may be adopted unless it is approved by a two-thirds majority of the votes cast.
ARTICLE XIII-CHAPTERS
1. Upon approval of the Board of Directors, a chapter or chapters of the Association may be established in any area within a state, region, province, or territory on the petition of 25 members of the College Reading and Learning Association within the area. To maintain chapter status, membership in the chapter must include at least 25 College Reading and Learning Association members.
2. A chapter must adopt its own bylaws, compatible with the Bylaws of the Association and approved by the Board of Directors of the Association.
3. All officers of the chapter, elected and appointed, must be members of the College Reading and Learning Association.
4. Elected officers shall consist of at least the president (chair), vice-president (vice-chair/chair elect), and a recorder (secretary and treasurer). Ex-officio officers may be appointed.
5. The president of the chapter will assume the duties and function of the state/regional director position and shall submit an annual report to the Board of Directors as requested by the coordinator of state/region directors and chapter presidents.
6. Each chapter shall hold at least one chapter meeting a year. A report of its meetings(s) shall be sent to the coordinator of state/region directors and chapter presidents within one month following the meeting(s).
7. A chapter shall not be affiliated with any other organization; however, chapters may cooperate with other organizations in activities such as conferences, symposia, and newsletters.
8. A chapter may be dissolved at its request or by the Board of Directors of CRLA and shall be so dissolved by the Board if it becomes inactive or fails to comply with the provisions of this article for one conference year. Any treasury funds must be disbursed in accordance with state law. If there is no governing state law, then funds will be disbursed by the Board of Directors of the Association.
9. If a state, region, or area chooses not to have a chapter, the coordinator of state/regional directors of the Association will appoint a person to the position of state/regional director.
ARTICLE XIV-INTERNATIONAL TUTOR/MENTOR CERTIFICATION PROGRAM
Any postsecondary educational program in any state or country may apply to have its tutoring program certified by the CRLA International Tutor Certification Program and/or its mentoring program certified by the CRLA International Mentor Certification Program. Programs must comply with the provisions set forth by the Board in order to be certified. Once an institution’s program is certified, that program will receive a certificate and be authorized to issue individual CRLA certificates.
Last Revision October 15, 2004
Approved for filing with New Mexico Corporation Commission on this ________ day of November, 2004, by
______________________________
Russ Hodges, President
College Reading and Learning Association