BYLAWS OF THE
NORTHEAST CONFERENCE ON THE TEACHING OF FOREIGN LANGUAGES, INC.
ARTICLE I: Name, Purpose, Offices, Corporate Seal
Section 1. Name. The name of the corporation shall be the Northeast Conference on the Teaching of Foreign Languages, Inc. (“NECTFL” or the “Corporation”).
Section 2. Purpose. The Northeast Conference on the Teaching of Foreign Languages is a not-for-profit proactive regional organization that serves a broad constituency including language learners, educators and the larger community and is dedicated to the belief that all Americans must have the opportunity to learn and use English and at least one other language.
- Vision: NECTFL aspires to serve the diverse community of language professionals through its annual conference, responsive leadership, and outreach activities.
- Mission: The mission of the Northeast Conference on the Teaching of Foreign Languages is to:
- offer both established and innovative professional development in support of language teachers and learners; and
- provide opportunities for collegial interchange on issues critical to the profession; and
- anticipate, explore, respond to and advocate for constituent needs.
Section 3. Offices. The offices of NECTFL shall be located in one of the fourteen member association states or districts: Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia or West Virginia.
Section 4. Corporate Seal. The corporate seal of NECTFL shall have inscribed thereon the name of the corporation and the 1962 date of incorporation.
ARTICLE II: Membership and Services
The Corporation is governed by the Board of Directors (Article III) and by the members of the Advisory Council (Article II, Section 1).
Section 1. Advisory Council.
- Eligibility. Any institution, organization, or individual interested in the advancement of the teaching of languages may, upon payment of a fee as determined by the Board of Directors, become a member of the Advisory Council of the Corporation for the current calendar year. Each institution and organization that joins the Advisory Council shall have the right to name one official representative for each multiple of such fee paid.
- Meetings. The Advisory Council shall hold its annual meeting at the Corporation’s annual Conference in the spring of each year or at a time and in a format designated by the Board of Directors. The past chair and the vice chair shall plan and facilitate the Advisory Council meeting.
ARTICLE III: Board of Directors
Section 1. Powers and Number. The Board of Directors shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The NECTFL Chair, together with the Vice Chair, the Past Chair, and twelve additional Directors, shall constitute the fifteen members of the Board of Directors.
Section 2. Election and Term of Office. Election of Directors shall be conducted electronically prior to the Corporation’s annual conference. A new “class” of three persons shall be elected by the Advisory Council every year for a four-year term, provided that each Director shall continue in office until a successor has been elected or until he or she dies, resigns, or is removed. The slate of candidates shall be presented by the Nominating Committee and approved by the Board of Directors prior to the election. Electronic elections shall be facilitated by the Executive Director, with oversight from the Past Chair.
Section 3. Resignation and Removal. A Director may resign at any time by giving written notice (electronic or hard copy) to the NECTFL Chair. The resignation shall take effect upon receipt of such resignation, and acceptance of the resignation shall not be necessary to make it effective. Any Director may be removed at any time with due cause, as determined by the Board, by a minimum of a two-thirds majority, provided that there is a quorum of the entire Board of Directors present (virtually or in person) at the meeting of Directors at which such action is taken.
Section 4. Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve for the remainder of the term they fill.
Section 5. Meetings. The Board of Directors shall meet a minimum of six times per year at times and places to be determined by the Board. Face-to-face meetings of the Board (with the option of electronic participation) shall be held in early fall, at the annual Conference, and late spring. Other meetings shall be held electronically no less frequently than at two month intervals. (Suggested: November, January, April). Other meetings of the Board may be called by the Chair or three or more members of the Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 6. Notice of Meetings. Notice of the time, place, and purpose of every meeting of the Board of Directors shall be given by the Executive Director or other officer by emailing the same to each Director at least five days before such meeting
Section 7. Quorum and Voting. Unless otherwise provided by law or these bylaws, the presence of two-thirds of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Directors. Participation by one or more Directors by means of a conference telephone or similar equipment allowing all persons participating in any meeting of the Board of Directors or any committee to hear each other at the same time shall constitute presence at such meeting. Except as otherwise provided by law or by these bylaws, the vote of one-half the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.
Section 8. Informal Action by the Board. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing (electronic or hard copy) to the adoption of a resolution authorizing the action. Such action and written consents thereto shall be filed with the minutes of proceedings of the Board of Directors or the committee.
Section 9. Conflict of Interest. Directors and Officers of the Corporation are not authorized to receive compensation for services rendered or in-kind services from the Corporation while serving on the Board of Directors.
ARTICLE IV: Committees
Section 1. Executive Committee. The Executive Committee shall consist of the NECTFL Chair; the Vice Chair; the Past Chair; the Executive Director, in a non-voting, ex officio capacity; and two additional Directors. The NECTFL Chair shall serve as Chair of the Executive Committee. A quorum shall consist of eighty percent of the voting members of the Executive Committee. Each year, a Director from among the Directors in the second year of their term shall be elected, by a majority vote of the Board of Directors, to serve for a period of two years on the Executive Committee. In the absence of a willing Director from the class in year two of his/her term, a director from another class may be elected. This election shall take place prior to the July 1 term start or as needed to fill a vacancy. The Executive Committee shall possess and exercise all of the delegable powers of the Board of Directors, subject to such restrictions as from time to time may be prescribed by the Board of Directors, provided the Executive Committee shall have no authority to: (i) fill vacancies in the Board of Directors; or (ii) amend or repeal bylaws or adopt new bylaws. The Past Chair, together with two other members of the Executive Committee appointed by the NECTFL Chair, shall serve as a Bylaws Committee.
Section 2. Standing Committees. The following standing committees shall be established and maintained. Other committees may be created on an ad hoc basis. Unless otherwise specified below, committee chairs and members, with recommendation by the Executive Committee, shall be appointed by the Board of Directors. Ex officio members of committees shall not vote. Each committee shall establish and maintain guidelines to accomplish its various responsibilities.
- Awards Committee. The Awards Committee shall consist of at least three members of the Board of Directors and the ACTFL Representative, ex officio. The Awards Committee Chair shall be appointed in the spring for the upcoming conference year.
- Nominating Committee. The Nominating Committee for the upcoming conference year shall consist of a chair and two other members of the Board of Directors, who shall be nominated and elected by the Board of Directors at its spring meeting; the immediate past Chair of the Nominating Committee shall serve ex officio.
- Budget and Finance Committee. The Budget and Finance Committee shall consist of the NECTFL Chair; the Vice Chair; the Past Chair; the Executive Director, ex officio; and two additional Directors. The Past Chair shall serve as Chair of the Budget and Finance Committee. Each year, a Director from among the Directors in the second year of their term shall be elected, by a majority vote of the Board of Directors, to serve for a period of two years on the Budget and Finance Committee. In the absence of a willing Director from the class in year two of their term, a director from another class may be elected. This election shall take place prior to the July 1 term start. The B & F Committee shall develop a draft budget for review and approval by the board prior to the start of the fiscal year (July 1).
Section 3. Ad Hoc Committees. The Board of Directors may, from time to time, create such other committees as the activities of the Corporation may require, and delegate such authority to such committees as the Board of Directors may deem appropriate, provided that any committee which is authorized by the Board of Directors to exercise any of the powers of the Board of Directors shall consist of at least three members, two of whom must be Directors.
ARTICLE V: Officers, Employees and Agents
Section 1. Officers. The officers of the Corporation shall be a NECTFL Chair, Vice Chair, Past Chair. One person shall not hold more than one office in the Corporation. The NECTFL Chair, Vice Chair, and Past Chair shall be members of the Board of Directors. No instruments required to be signed by more than one officer may be signed by one person in more than one capacity.
Section 2. Election and Removal. The Board of Directors shall each year at its January meeting elect a person who shall serve as Vice Chair of the next year’s Conference, Chair of the following year’s Conference, and Past Chair of the Conference immediately thereafter. Each shall continue in office until a successor has been elected or until he or she dies, resigns, or is removed. Any Officer may be removed at any time with due cause, as determined by the Board, by a minimum of a two-thirds majority, provided that there is a quorum of the entire Board of Directors present (virtually or in person) at the meeting of Directors at which such action is taken.
Section 3. Executive Director. An Executive Director shall be appointed by the Board of Directors under a continuing contract. The Board of Directors must give the Executive Director 60 days eleven months’ notice in writing in the event it wishes to terminate the contract. The Executive Director’s contract and salary shall be negotiated annually by the sitting chair in consultation with the Executive Committee, and approved by the board at least 60 days prior to the start of the next fiscal year. The duties of the Executive Director shall be determined by the Board of Directors and shall be listed in the job description attached to the Executive Director’s contract. The NECTFL Chair shall, with input from the Board of Directors, conduct an annual evaluation of the Executive Director. The Executive Director shall be an ex officio member of the Board of Directors and therefore does not have a vote.
Section 4. ACTFL Representative. A representative to the ACTFL Board of Directors shall be elected by the NECTFL Board of Directors at the September meeting of the NECTFL Board in the final year of the current ACTFL Representative’s term. Directors with a minimum of one year of service on the NECTFL Board are eligible for election. A past member of the NECTFL Board may also serve as the ACTFL Representative within five years of the end of his or her term on the NECTFL Board. The NECTFL Board member must be a current member of ACTFL and must have been in good standing for the previous three years; must have attended an ACTFL conference within the past three years; and must not be the NECTFL Chair or Vice Chair of NECTFL at the beginning of the ACTFL term. The ACTFL Representative shall serve a term of three years, beginning in May following his or her election. The ACTFL Representative shall attend all NECTFL and ACTFL Board meetings.
Section 5. JNCL/NCLIS Representative. The Executive Director shall serve as the NECTFL delegate to JNCL/NCLIS and shall have authority to vote on behalf of the NECTFL Board. The NECTFL Chair or an alternate delegate, with a minimum of one year of service on the NECTFL Board of Directors, may represent NECTFL if needed.
Section 6. Articles and Reviews Editors. Articles and Reviews Editors shall be appointed by the Board of Directors and shall be directly responsible to that body and to the Executive Committee of the Board. The term of appointment shall be three years, and shall be renewable. Terms of Editors should be staggered. In the case where two Editors begin at the same time, the Reviews Editor initial term shall be two years.
Section 7. Consultants. The NECTFL Chair may, with the consent of the Board of Directors, appoint additional non-voting consultants. Such consultants shall attend Board meetings as deemed necessary by the NECTFL Chair.
Section 8. Other Agents and Employees. The Executive Director may hire and/or contract for services of Administrative Assistants, and other agents and employees who shall have such authority and perform such duties as may be prescribed by the Executive Director and who shall report to the Executive Director.
Section 9. Vacancies. If any elective or appointive office becomes vacant by reason of death, resignation, disqualification, or otherwise, the Board of Directors may, by a majority of those voting, appoint a successor or successors who shall hold office for the unexpired term. In the case that a person, elected or appointed to an office of the Board, is temporarily unable to serve, the Board may appoint, by a majority of those voting, a replacement to serve until such time as the elected or appointed person is able to complete the term of office. If the office of NECTFL Chair becomes vacant, the Vice Chair shall immediately assume the responsibilities of such office. If a past chair should die, resign or be removed prior to the end of his or her term, the position will not be filled. Another past chair may be asked to join the board in a consultant capacity.
Section 10. Compensation of Consultants, Agents, and Employees. The Corporation may pay its consultants, employees, and agents compensation commensurate with their services and reimbursement for expenses incurred in the performance of their duties. The amount of compensation shall be fixed by the Board or, if the Board delegates power to any officer or officers, then by such officer or officers.
ARTICLE VI: Office, Books, and Annual Reports
Section 1. Office. The office of the Corporation shall be located at such place as the Board of Directors may determine.
Section 2. Books. The Corporation shall keep correct books of account of its activities and transactions at the office of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, these bylaws, and all minutes of meetings of the Board of Directors.
Section 3. Financial Review. An outside review shall be made annually by a Certified Public Accountant, selected by the Executive Director with the approval of the Executive Committee. The results shall be distributed to the Board of Directors.
Section 4. Annual Report. At the first Board of Directors Meeting of the new fiscal year, the Executive Director shall present a complete report of finances and business of the previous fiscal year in such form and with such contents as may be required by law and by the Board of Directors, and a copy of such reports shall be filed with the minutes of the meeting.
Section 5. Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30 of the following year.
ARTICLE VII: Indemnification
The Corporation shall indemnify any Director, employee, agent or officer against any matter or cause relating to or arising out of performance of his or her duties in the manner and to the full extent provided by law.
ARTICLE VIII: Amendments
These bylaws may be amended or repealed by the affirmative vote of a majority of the Board of Directors at any meeting thereof. The ratified bylaws shall become effective at the close of the next regularly scheduled meeting of the Board of Directors.
Last updated: December 1, 2016.