Bylaws

AILACTE Bylaws

Table of Articles

Article I: Name of Association and Purpose

Article II: Offices and Registered Agent

Article III: Members

Article IV: Member Representation Rights

Article V: Member Meetings, Quorum, and Voting

Article VI: Board of Directors

Article VII: Committees

Article VIII: Board Meetings

Article IX: Indemnification of Board of Directors

Article X: Financial Operations and Records Management

Article XI: Amendments to Bylaws and Articles of Incorporation

Article I – Name of Association and Purpose

Section 1.01. Name. The name of this association is the Association of Independent Liberal Arts Colleges for Teacher Education (AILACTE).

Section 1.02.  Purpose. AILACTE is an inclusive organization with the purpose of informing, supporting, and empowering teacher education programs in non-profit and global independent liberal arts colleges and universities to provide the highest quality education professionals.

Article II – Offices and Registered Agent

Section 2.01. Offices. The principal office of the Association shall be located in the state where the Treasurer resides. The current office address is listed in the Association’s Articles of Incorporation.

Section 2.02. Registered Agent. The Association shall designate a person to serve as the registered agent. In most cases, this will be the Treasurer of the Association. The current registered agent is listed in the Association’s Articles of Incorporation.

Article III – Members

Section 3.01. Classes of Members. There shall be the following classes of members.

Section 3.01.1. Institutional Members. Institutional Membership in the Association will be open to institutions that meet the criteria established by the Board of Directors and include all faculty, staff, and students who are involved with an institution’s teacher education program.

1. Application for Institutional Membership. An applicant for Institutional Membership that meets the established criteria shall file a formal application for Institutional Membership. Membership criteria and applications are posted on the AILACTE website. The application shall include contact information for the institution’s Chief Institutional Representative (CIR), additional faculty members’ information, as well as the payment for the first year’s membership fee. Membership fees will be set by the Board and posted on the Association’s website; membership fees will be changed not more than annually.
2. Institutional Membership Decision-Making Process. AILACTE staff and/or Board Directors, as designated by the President, will review information provided by the applicant relevant to the Institutional Membership criteria and will accept or reject the applicant as a member based on whether the criteria, as determined by the Board, have been met. The applicant will be notified of its acceptance or rejection within 25 business days of AILACTE’s receipt of the application. If an application for Institutional Membership is rejected, the institution may submit additional written information for reconsideration by the Board of Directors. Such responses or additional information must be submitted within 30 days of receipt of the notice of membership rejection. The Board’s decision on such an appeal is final. The AILACTE Executive Assistant will provide to the Board of Directors, at each of its meetings, a list of institutions that have been accepted for regular membership, those that have been denied regular membership, and a list of all current Institutional Members.
3. Institutional Members’ Membership Standing. Applicants accepted as Institutional Members shall continue thereafter to be regular members of the Association but may have their membership automatically terminated for failure to pay annual dues in a timely manner or for failure to continue to meet membership criteria. In addition, the membership of any institution may be terminated or suspended at any time for good cause, provided that the Board has first adopted a resolution recommending such termination or suspension, setting forth the grounds, voted for termination or suspension, and has notified the institution of such termination or suspension resolution and has followed the Board’s policies and procedures for such a decision. An institution desiring to withdraw from Institutional Membership may do so at any time, but no withdrawal shall relieve such a member from its obligation to pay dues in arrears. The Executive Assistant will report at each board meeting any institutions that have dropped their membership.

Section 3.01.2. Affiliate Members. Affiliate Membership in the Association will be open to organizations or institutions that meet the criteria established by the Board of Directors.

1. Application for Affiliate Membership. An applicant for Affiliate Membership shall file a formal application for Affiliate Membership that shall include: (1) either (a) a statement from the not-for-profit institution indicating that the education of teachers and other education professionals, or preparation for entry into such a program, is one of the primary purposes of the institution, or (b) a statement from the not-for-profit or for-profit research center, agency, association, organization, corporation, or commercial entity that has as a primary purpose of the improvement of the education of teachers and/or service to colleges/departments of education; (2) a completed application that meets the established criteria; and (3) payment of the first year’s membership fee. Membership fees will be set by the Board and posted on the Association’s website; membership fees will be changed not more than annually.
2. Affiliate Membership Decision-making Process. AILACTE staff and/or Board Directors, as designated by the President, will review the application, and will meet to accept or reject the request for Affiliate Membership based on whether all specified criteria, as determined by the Board, have been met. The applicant for Affiliate Membership will be notified of its acceptance or rejection within 25 business days of AILACTE’s receipt of the application. If an application for Affiliate Membership is rejected, the applicant may appeal the decision by submitting additional written information for reconsideration by the Board. Such response or additional information must be submitted within 30 days of receipt of the notice of rejection of membership. The Board’s decision on such an appeal is final. The AILACTE Executive Assistant will provide to the Board of Directors, at each of its meetings, a list of institutions or organizations that have been accepted for Affiliate Membership, those that have been denied Affiliate Membership, as well as a list of all current Affiliate Members.
3. Affiliate Membership Standing. Applicants accepted as Affiliate Members shall continue thereafter to be Affiliate Members of the Association but may have their membership automatically terminated for failure to pay annual dues in a timely manner or failure to continue to meet membership criteria. In addition, the Affiliate Membership of any institution may be terminated or suspended at any time for good cause, provided that the Board has first adopted a resolution recommending such termination or suspension and setting forth the grounds, voted for termination or suspension, and has notified the institution of such termination or suspension resolution and has followed the Board’s policies and procedures for such a decision. An institution desiring to withdraw from Affiliate Membership may do so at any time, but no withdrawal shall relieve such member from its obligation to pay any dues in arrears.

Section 3.01.3.  Individual Members. Individual Membership in the Association will be open to individuals who meet the criteria established by the Board of Directors.

1. Application for Individual Membership. An applicant for Individual Membership shall file a formal application for Individual Membership that shall include a statement of prior affiliation with a non-profit and independent teacher education program at a liberal arts college or university. Membership fees will be set by the Board and posted on the Association’s website; membership fees will be changed not more than annually.
2. Individual Membership Decision-making Process. AILACTE staff and/or Board Directors, as designated by the President, will review the application, and will accept or reject the request for Individual Membership based on whether all specified criteria, as determined by the Board, have been met. The applicant for Individual Membership will be notified of its acceptance or rejection within 25 business days of AILACTE’s receipt of the application. If an application for Individual Membership is rejected, the applicant may appeal the decision by submitting additional written information for reconsideration by the Board.  Such response or additional information must be submitted within 30 days of receipt of notice of rejection of membership. The Board’s decision on such an appeal is final. The AILACTE Executive Assistant will provide to the Board of Directors, at each of its meetings, a list of individual members that have been accepted for Individual Membership and that have been denied Individual Membership as well as a list of all current individual members.
3. Individual Membership Duties. Applicants accepted as Individual Members shall continue thereafter to be Individual Members of the Association but may have their membership automatically terminated for failure to pay annual dues in a timely manner or failure to continue to meet membership criteria. In addition, the Individual Membership may be terminated or suspended at any time for good cause, provided that the Board has first adopted a resolution recommending such termination or suspension and setting forth the grounds, voted for termination or suspension, and has notified the institution of such termination or suspension resolution and has followed the Board’s policies and procedures for such a decision. An individual desiring to withdraw from Individual Membership may do so at any time, but no withdrawal shall relieve such member from its obligation to pay any dues in arrears. 

Article IV – Member Representation Rights

Section 4.01. Institutional Member Representation Rights.

Section 4.01.1. Chief Institutional Representatives (CIR) Rights. Each Institutional Member shall appoint one representative to be designated as the Chief Institutional Representative (CIR). Each member institution will have the right to select a replacement CIR at any time during the calendar year, and any substitution shall be effective as of the date on which AILACTE is advised of the change. If a CIR is unable to attend the Annual Business Meeting, a designee may be appointed for that purpose. CIRs have full voting rights during official AILACTE business and may serve on task forces, as a State Representative, on the AILACTE Board, and committees, etc.

Section 4.01.2. Institutional Representatives Rights. The representatives of any Institutional Member should include, to the maximum extent possible, a cross-section of faculties engaged in the preparation of teachers, including those in academic disciplines and all major units of the professional teacher education faculty, as well as students and staff who work with teacher education programs. There is no limit to the number of the Institutional Representatives, and Institutional Representatives are encouraged to express their opinions during meetings and official affairs of the Association, but they are non-voting members. Only CIRs are allowed to vote. Institutional Representatives shall express themselves informally during meetings and officially in the affairs of the Association through the medium of CIRs but are non-voting members. Institutional Representatives are eligible to serve on the AILACTE Board, as a State Representative, on interest groups, task forces, and committees.

Section 4.02. Affiliate Member Representative Rights. Affiliate Members may select individuals to serve as Institutional Representatives. Said representatives (or duly authorized substitutes) may attend all membership meetings and express the views of the Affiliate Member on all issues under consideration, but Affiliate Members shall have no right to vote on any Association business. There is no limit to the number of representatives that an Affiliate Member may bring to a conference. Affiliate Members cannot serve on boards, interest groups, committees, or task forces. 

Section 4.03. Individual Member Representation Rights. Individual members may attend all membership meetings and express the views of the individual member on all issues under consideration. Individual members may serve on the AILACTE Board, interest groups, task forces, and committees, but individual members shall have no right to vote on any issue under consideration during the annual business meeting or during any official electronic votes.

Article V – Member Meetings, Quorum, Voting, and Rules of Order

Section 5.01. Annual and Special Meetings of Members.  The Association shall hold one Annual Members’ Business Meeting and such other meetings on such days and at such times as may be determined by the Board of Directors. Such meetings need not be held at a geographic location if the meeting is held by means of an electronic vote in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. Most votes on issues of major significance shall be conducted electronically in order to ensure that the majority of CIRs have the opportunity to vote. The Annual Business Meeting agenda, minutes from the previous Annual Business Meeting, and the Treasurer’s report will be published at least one week prior to the meeting and voted on during the meeting. 

Section 5.02. Quorum and Action. At least 1% of Chief Institutional Representatives (CIRs) of Institutional Members registered and in attendance at the Annual Business Meeting, may vote by ballot or a show of hands or voice vote, and shall constitute a quorum. AILACTE Board members may vote if they are the designated CIR, or the designee, for their institution. The affirmative vote of a majority of the CIRs present (whether in person or by proxy) at a meeting at which a quorum is present, shall be the decision of the members. If a quorum is not present, business matters will be delayed until an electronic vote may be taken.

Section 5.03. Member Voting. A system will be in place to identify members attending the Annual Meeting and their voting credentials. Each of the CIRs, or their designees, from an Institutional Member shall be entitled to one vote. 

Section 5.04. Rules of Procedure for Member Meetings. The rules of procedure at the meetings of members shall be according to Robert’s Rules of Order so far as such rules are applicable and not inconsistent with any special rules for conduct of the Association membership meeting, presented at the time of such meetings and adopted by the Association membership or by these bylaws. The rules of procedure may be suspended or revised by a majority vote of the CIRs registered and present (in person or electronically).

Article VI – Board of Directors*

Section 6.01. Board of Directors. 

Section 6.01.1. Functions of Directors. The business and affairs of the Association shall be managed under the direction of its Board of Directors, which shall determine matters of policy in accordance with the provisions of the Articles of Incorporation, these Bylaws, and the requirements for non-profit organizations in the State of Missouri and the Internal Revenue Service. The Board shall concern itself primarily with the formulation of policies to guide the Association, to monitor the Association’s financial health, and to determine the major focus of the Association’s programs. The Board shall maintain a continuous evaluation of the progress of such programs and foster long-range planning of programs that may better improve the education of teachers in the United States and abroad. The Board shall encourage the establishment and maintenance of cooperative relationships with individuals and other education professionals and associations. Board members are not compensated for their work.

Section 6.01.2.  Fiduciary Duty of the Board. The Board has a fiduciary duty to the Association. Those in positions of responsibility and authority in the governance structure of the Association have fiduciary duties to the Association, including duties of care, loyalty, professionalism, obedience, confidentiality, and transparency. In short, these duties require officers and board members to act reasonably, prudently, and in the best interests of the Association, to avoid negligence and fraud, and to avoid conflicts of interest. In the event that the fiduciary duties are breached, the individual breaching the duties may be removed from the Board.

Section 6.02. Term of Office. All directors shall serve staggered four-year terms beginning the day after the Annual Conference and Business Meeting. Executive Committee members and the Journal Editor-in-Chief serve varying terms as noted in Section 6.03.

Section 6.03. Board of Directors Composition*, Responsibilities, Term Limits, and Conflicts of Interest. The Board of Directors shall be constituted of the following representatives, perform the duties identified, serve the following term limits, and avoid conflicts of interest.

1. President. The President shall be a member of an AILACTE institution and have prior service on the AILACTE Board of Directors or an AILACTE committee, Journal Editorial Board, State Representative Advisory Council, task force, etc. The President is the official representative of the AILACTE Board and membership. The President works collaboratively to develop a strategic plan and assess activities on an annual basis; sets Board, Annual Conference, and Annual Business Meeting agendas; convenes meetings of the Board, the Annual Conference, and the Annual Business Meeting; appoints the Treasurer, Journal Editor-in-Chief (based on the Journal Editorial Board Criteria), and hires the Executive Assistant; establishes ad hoc committees and task forces, as needed; carries out the recommendations of the Board and membership; annually reviews the Association’s Calendar of Activities; chairs, or appoints a designee, to serve as the Conference Planning Committee Co-Chair; convenes the Annual Conference and Annual Business Meeting; solicits sponsors for the conference; writes a welcome column for the Views and News Newsletter and Annual Conference program; monitors the Association’s website; evaluates, in conjunction with the Executive Committee of the Board, the Executive Assistant on an annual basis; forges relationships and collaborates with AACTE, the Council for Independent Colleges (CIC), Historically Black Colleges and Universities (HBCU), Hispanic Serving Institutions (HIS), Christian Teacher Training Association (CTTA), Community for Advocating Discovery Research in Education (CADRE), content area associations (e.g., International Reading Association (IRA) National Council of Teachers of Mathematics (NCTM), and similar organizations; serves on various board committees and task forces, as needed; and saves the agendas and all related materials to the Association’s electronic folder at least three days prior to all meetings. The President serves a one-year term. Presidents may be re-elected as President-elect in subsequent elections.
2. President-elect. The President-elect assists the President as needed and serves as the Past-president in the event the President and Past-president are unable to attend the meetings of the Association or conduct association business. The President-elect co-chairs the Conference Planning Committee, solicits sponsors for the Annual Conference, co-chairs the Membership Committee, and saves all related materials in the Association’s electronic folder at least three days prior to any meeting. The President-elect must have prior AILACTE Board service or service on an AILACTE committee, task force, Journal Editorial Board, State Representative Advisory Council, etc. The President-elect serves a one-year term and then becomes the President
3. Past President. The Past President serves as the President in the event the President is unable to attend the meetings of the Association or conduct association business, assists the President as needed, welcomes new board members and provides an orientation session to board work, co-chairs the State Advisory Council, serves on the Professional Development and Awards Committee, serves on other Board committees and task forces as needed, and saves all related materials in the Association’s electronic folder at least three days prior to any meeting. The Past President serves a one-year term immediately following the Presidential term.
4. Treasurer and Chair of the Nominations and Elections Committee. This position serves as the fiscal agent of the Association; creates and monitors the annual budget; recommends policy and decisions regarding Association expenses; reviews Board travel, meeting, and conference expenses; monitors bank and savings accounts; makes recommendations for long-term savings options; prepares materials for the Annual audit; provides a budget showing current assets and expenses at each Board meeting and the Annual Business Meeting of members; works with the Executive Assistant to monitor membership and payment of dues; works with the Executive Assistant to monitor and pay Board travel expenses; chairs the Nominations and Elections Committee; and saves budget reports and materials related to this position in the Association’s electronic folder at least three days prior to any meeting. The Treasurer is appointed by the President and serves a five-year term which may be renewed by the President. 
5. Secretary and Membership Co-Chair. This position serves as the Secretary and Membership Co-Chair; records minutes during each Board and Annual Business Meeting; provides the Board and membership with copies of the minutes in a timely manner; in collaboration with the Executive Assistant, sends monthly membership updates (current numbers and the numbers from the three previous years) to the Board; develops the welcome packet for new members; co-chairs the Membership Committee that works to recruit and maintain a strong membership; collaborates with the Communication and Media Chair to develop member and recruitment materials; and saves all related materials to the Association’s electronic folder at least three days prior to any meeting. The Secretary and Membership Co-Chair serves a four-year term. The Secretary and Membership co-Chair may be re-elected to subsequent terms.
6. Professional Development and Awards Chair. This position chairs the Professional Development Committee; coordinates a minimum of four virtual professional development sessions annually that are designed to engage and support members, as well as providing networking opportunities; chairs the Awards Committee; solicits professional development articles for the Views and News Newsletter; serves on the Conference Planning Committee; and saves all related materials in the Association’s electronic folder at least three days prior to any meeting. The Professional Development and Awards Chair serves a four-year term. The Professional Development and Awards Chair may be re-elected to subsequent terms.
7. State Representative Advisory Council Co-Chair. This Director co-chairs the committee with the Past President, is responsible for securing and supporting state representatives to serve on the Council, provides an orientation for new State Representatives, forges strong relationships with the State Representatives and state institutions via the State Representatives Advisory Council, surveys State Representatives to identify needs, convenes three meetings per year of the State Representative Advisory Council, collaborates with State Representatives Advisory Council members to submit articles to Views and News newsletter, encourages State Representatives to participate in Professional Development sessions and to attend the Annual Conference, serves on the Nominations and Elections committee, collaborates with the Professional Development and Awards Chair, and saves all related materials to the Association’s electronic folder at least three days prior to any meeting. The State Representative Advisory Council co-chair serves a four-year term and may be re-elected to subsequent terms.
8. Journal Editor-in-Chief. The Editor-in-Chief chairs the Journal Editorial Board, proposes policies and criteria, updates the Journal website, prepares the Call for Manuscripts, solicits manuscripts annually, conducts annual training for reviewers, sends manuscripts to Journal Editorial Board reviewers, determines which manuscripts should be published based on reviewers’ ratings and comments, edits and proofs manuscripts, works with authors to prepare final versions of their articles, prepares the forward materials for the Journal, submits articles to the Views and News newsletter, and saves related materials in the Association’s electronic folder at least three days prior to any meeting. This person serves on one of the standing committees. The Journal Editor-in-Chief is appointed by the President, based on the criteria established by the Journal Editorial Board, and serves a six-year-term which may be renewed by the President. 
9. Communications and Media Chair. The Chair coordinates official Association communications, produces the Views and News Newsletter, develops promotional materials, reviews and plans updates to the Association’s website, assists other chairs with technological efficiencies, collaborates with the Membership Co-Chair to develop member and recruitment materials, works with the Executive Assistant to monitor the Association’s Calendar of Activities, saves all related materials to the Association’s electronic folder at least three days prior to any meeting. The Communications and Media Chair serves a four-year term and may be re-elected to subsequent terms.
10. Executive Assistant (non-voting). The Association’s Executive Assistant attends all board meetings and assists the President and Board as needed, works with the President and the Board to maintain the Association’s Calendar of Activities, sends member announcements and most of the Association’s communication, processes membership fees and conference registrations, updates the Association’s website as necessary, makes logistical arrangements for the Annual Conference and Annual Business Meeting (food, rooms, equipment, hotel rooms, etc.), registers members at the Annual Conference, prepares ballots and CIR credentials for voting at the Annual Business Meeting, maintains a membership directory on the website, sends a welcome packet to all new members, follows-up with member institutions that are late with payment of dues, monitors attendance during conference sessions, and monitors the Association’s electronic folder to ensure that all Board and committee meeting materials are saved to the association’s electronic folder at least three days prior to any meeting. The Executive Assistant is an ex-officio, non-voting member of the Board. This is the only Association position that receives compensation. The Executive Assistant is appointed annually by the President and evaluated by the Executive Committee on an annual basis. There is no term limit.
11. Optional Election of Additional Board Members.  At any time, the Board may add or remove Board positions. Association members will be notified of the change and provided with the rationale.

Section 6.03. Nominations and Elections of the Board of Directors.

Section 6.03.1. Nominations and Elections Committee. The Nominations and Elections Committee is an advisory committee to the Board and is chaired by the Treasurer. The purpose of the committee is to provide the Board with recommendations on candidates for Board positions. The committee is composed of the Board’s Treasurer, Secretary, State Advisory Council Chair, and one non-Board Association member selected by the committee chair. 

Section 6.03.2. Nomination Process. The Nominations and Elections Committee shall evaluate nominees for Board positions (other than those who are appointed by the President) due to become vacant and solicit input from the Association’s members (email announcements, Views and News Newsletter, meeting announcements, etc.) and then recommend two candidates to stand for election for each vacant position on the Board of Directors. A prospective nominee’s involvement with AILACTE is one of the most important criteria along with a goal of diversity and inclusion. When there are not enough volunteers to fill vacant positions, the Nominations and Elections committee shall solicit candidates. For vacancies that occur during a Board member’s term, the Board shall, by majority vote select a successor to complete the remaining term. Members of the Journal Editorial Board are solicited by the Journal Editor(s) and are announced via email and the Views and News Newsletter. Journal Editorial Board Members must be current or former members of an AILACTE institution.

Section 6.03.3. Elections. For regular elections, the Nominations and Elections Committee shall prepare a ballot to be voted upon by the Institutional Members’ CIRs via electronic voting.  The Nominating Committee and the Board will work with the Executive Assistant to notify the membership of the results, and the results will be published in the Views and News Newsletter and on the Association’s website.  For vacancies occurring during an officer’s term, the Board shall, by a majority vote, select a successor to complete the remaining term.

Article VII – Committees 

Section 7.01. Standing Committees. In addition to the standing committees listed below, the Board of Directors, by a vote of the majority of the Directors, may establish additional committees or eliminate or revise the committees listed in these Bylaws. The updated Bylaws with the revised committees will be voted on by the full Association membership.

Section 7.01.1. Executive Committee. The Executive Committee consists of the President, President-Elect, Past President, Treasurer, and Secretary/Membership Co-Chair. The functions of the committee shall include, but not be limited to, the creation and progress monitoring of the strategic plan as well as fiduciary oversight of the Association. The committee shall study issues of importance to the Association and the education of teachers on behalf of the Board and serve as an advisory panel to the Board on such issues. It shall assist in planning agendas for Board meetings and in the evaluation of the Executive Assistant.

Section 7.01.2. Journal Editorial Board. The AILACTE Journal Editorial Board advises the Editor(s) on Journal policies, procedures, and review criteria as well as reviewing Journal manuscripts and providing input on publication decisions. Qualifications and responsibilities for serving on the Journal Editorial Board, as well as serving as the Editor-in-Chief and assistant editors, are established by the Journal Editorial Board and are available upon request.

Section 7.01.3. State Representatives Advisory Council. State representatives provide input to the Board on issues relevant to state and national policy, professional development needs, input for the Views and News Newsletter, and possible new AILACTE members and State Representatives. State Representatives serve as the point of communication for information about AILACTE news, committee or Board openings, Award nominations, and Journal information. State representatives are encouraged to start state AILACTE chapters and share information about AILACTE at their state AACTE and other related meetings. State representatives are required to attend meetings of the State Representative Advisory Council and to share information with the non-profit, independent, liberal arts teacher education institutions in their state or country.

Section 7.01.4. Professional Development Committee. The Professional Development Committee provides input on and assists with the convening of a minimum of four virtual professional development sessions that are conducted throughout the year as well as at the Annual Conference. Non-board members serve on the Professional Development Committee as well as other board members.

Section 7.01.5. Awards Committee. This committee solicits nominations for the various AILACTE awards, publishes the criteria, reviews the submissions with the committee which includes non-board members, and recommends award recipients. Prior winners of AILACTE awards serve on the Awards Committee as well as other board members.

Section 7.01.6. Conference Planning Committee. This committee plans the Annual Conference theme and strands, the Call for Conference Session Proposals, publishes the Call in emails and the Views and News Newsletter, reviews the conference proposals, makes decisions on which proposals to accept, plans the conference, and develops the conference program. This committee is made up of board and non-board members.

Section 7.01.7. Membership Committee. This committee develops strategies to recruit and retain members. Committee members reach out to non-members in order to encourage them to join the Association and recognizes members for their involvement in AILACTE. The committee members work with the Communications and Technology Chair to develop recruitment materials. This committee is made up of board and non-board members.

Section 7.01.8. Communication and Technology Committee. Committee members provide input on what communications are helpful to members as well as providing information on the Association’s website as well as technological advances for institutions and the Association. This committee develops promotional materials and is made up of Board and non-Board members.

Section 7.01.9. Nominations and Election Committee. Committee members provide input on nominations and the election process, recommend candidates for offices, and assist in the election process. This committee is made up of board and non-board members.

Article VIII – Board Meetings

Section 8.01. Board Meetings. The Board of Directors shall meet a minimum of the equivalent of three full days each year.  It shall be the responsibility of the Board’s President to prepare agendas for each meeting and to bring to the attention of the Board all matters requiring board action, including matters set forth in the advance agenda and such other matters as may be suggested by any board member or the president. The agenda will be distributed at least four days in advance of any meeting.

Section 8.02. Special Meetings of the Board. The President or any two board members may call a special meeting of the Board at any time. If one of the purposes of a special meeting of the Board is to remove a board member, then the advance notice must state that one of the purposes of the meeting is to vote on the removal of a board member. The board member in question must be notified but may not attend the full meeting except to respond to concerns. All board members, including the board member who is under consideration for removal, must be notified at least fourteen days in advance.

Section 8.03. Rules of Procedure. The rules of procedure during the meetings of the Board and the Annual Business Meeting shall be in accordance with Robert Rules of Order as far as such rules are applicable. The rules may be suspended by a majority vote of the CIRs present (in person or electronically).

Section 8.04. Quorum for Regular or Special Meetings of the Board. One-half of the total number of voting board members shall constitute a quorum for the transaction of business at any regular or special meetings of the Board. The affirmative vote of a majority of the Board present at a meeting at which a quorum is present shall be the decision of the Board.

Section 8.05. Removal of Board Members for Non-attendance at Board Meetings, Failure to Complete Assigned Responsibilities, or Non-compliance with Policies Set Forth in these Bylaws. Members of the Board are expected to attend all board meetings unless it is impossible or impractical to do so. Board members are expected to complete all of their assigned roles and responsibilities as stated in these Bylaws and adhere to the requirements set forth in these Bylaws. Any board member may be removed from office for failing to attend multiple board meetings, or for failure to complete their assigned duties, or non-compliance with policies set forth in these Bylaws by a majority vote of the Directors at any special board meeting called expressly for this purpose. Board members, including the member who is under consideration for removal, must be notified at least fourteen days in advance of the meeting.

Section 8.06. Reimbursement. Board members shall serve without compensation but shall be reimbursed for expenses related to their roles and attendance at Board meetings and the Annual Conference and Business Meeting. Reimbursement maximum amounts may be established on an annual basis. All Board Directors must pay their own conference registration fee, which will not be reimbursed by the Association.

Article IX – Indemnification of Board Directors and Officers

Section 9.01. To the extent possible and allowed by law, the Association shall indemnify each member of the Board of Directors for the defense of civil or criminal actions or proceedings as thereafter proved and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law. 

Section 9.02. The Association shall indemnify each of its directors, as aforesaid, from and against any and all judgements, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against the Board member by reason of being or having been a Board Director and acting within the scope of their official duties, but only when the determination shall have been made judicially or in the manner herein provided that they acted in good faith for a purpose which they reasonably believed to be in the best interests of the Association, and in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that their conduct was unlawful. The indemnification shall be made only if the Association shall be advised by its Board of Directors acting (1) by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of legal counsel that the director or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board, it may rely, as with all questions of law, on the advice of independent legal counsel.

Article X – Conflicts of Interest

The following section replaces the confusing statements in the previous Section 6.03.2 Board Members Conflict of Interest.

Section 10.01. Existence of Conflict Disclosure. A conflict-of-Interest transaction is a transaction or arrangement with AILACTE in which a Board Director or Board Officer, or a member of their immediate family, has a direct or indirect interest. A conflict-of-interest situation may arise in a variety of ways, but most often arises where one of the foregoing persons (1) has a financial interest in an entity with which AILACTE has a transaction or arrangements; (2) serves as an officer, director, general partner, or has some other significant influence over an entity with which AILACTE has a transaction or arrangement; or (3) uses information relating to AILACTE for personal profit or advantage. The fact that a director or officer is also a director or officer or member of another-for-profit organization that obtains or seeks funds from institutions or individuals from which the corporation also obtains or seeks funds shall not by itself be deemed to be a conflict of interest. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict of interest. 

Section 10.02. Nonparticipation in Vote. The person having such a perceived conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Board is meeting. However, that person shall first provide the Board with any and all relevant information.

Section 10.03. Minutes of Meetings. The minutes of the meeting shall reflect that the conflict was discussed and that the interested person was not present during the final discussion or vote and did not vote on the matter.

Section 10.04. Review. A copy of this conflict-of-interest statement shall be furnished to each director or officer who is presently serving the Association, or who may hereafter become associated with the Association. The Association’s “Code of Conduct” will also be furnished to each director at the same time for review and signature. This policy shall be reviewed periodically for the information and guidance of directors and officers, and any new officers and directors shall be advised of the policy upon undertaking the duties of the offices.

Article XI – Financial Operations and Records Management

Section 11.01. Annual Dues, Assessments, or Fees. The annual dues and conference registration fees of the Association are levied in accordance with the schedules of dues, assessments, or fees approved by the Board of Directors. Dues are published on the Association’s website and may not be changed more often than annually. 

Section 11.02. Expenditures. The expenditure of the Association funds shall be controlled by an annual budget. It shall be the responsibility of the President, in consultation with the Treasurer and the Board of Directors, to prepare a proposed budget and to submit the same to the Board of Directors for approval and adoption. Approval by the Board of the annual budget shall be considered to constitute an appropriation of funds for the purposes designated therein and authorization to the President and Treasurer to cause such funds to be expended. The budget may be amended at any point in the year, after the review and approval of the Treasurer, President, and Board.

Section 11.03. Association Records. The President, with the assistance of Directors, committee chairs, and the Executive Assistant, shall ensure that appropriate records related to all operations of the Association, including the financial operations will be maintained in an electronic folder and to make said records available upon a 30-day notice for inspection, in accordance with the State of Missouri laws on non-profit organizations and for the annual, independent audit.

Article XII – Amendments to Bylaws and Articles of Incorporation

Proposed amendments to the Association’s Bylaws and Articles of Incorporation shall be approved by the Board and the Association’s members. Upon the Board’s approval, the Board shall direct such proposed amendments to be sent to all member institutions not fewer than 14 days prior to a scheduled vote by the membership and shall be considered adopted and in effect when approved by a majority vote of the CIRs present (whether in person or by electronic vote) pursuant to Article V, Section 5.03. Notwithstanding anything set forth in Article V, Section 5.03 on all issues involving such amendments, each Institutional Member shall have a single vote to be cast by its Chief Institutional Representative.

As an affiliate of the American Association of Colleges for Teacher Education (AACTE), we acknowledge the use of many of the Articles of Incorporation and Bylaws that the AACTE staff, Board and legal counsel developed. We appreciate their willingness to share their materials with us.    

The Articles of Incorporation and these Bylaws were approved by the AILACTE Board of Directors on _______ and by the full membership on ______. The Articles of Incorporation and Bylaws were filed with the State of Missouri on _______.