Constitution & Bylaws

WAESOL Constitution and By-laws

Name and Location
The name of this association shall be the Washington Association for the Education of Speakers of Other Languages (WAESOL). It shall meet in the state of Washington wherever the Executive Board directs.

Purpose
WAESOL is a professional, nonprofit 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)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Notwithstanding any other provisions 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).

All monies of the organization shall be disbursed in the support of the purpose 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 Executive Board and/or the majority of members in good standing at a business meeting.

Membership
Anyone in the state of Washington or other areas who is interested in the education of speakers of other languages is eligible for membership. A member is a person who has paid his or her dues for the current year. There shall be two categories of membership: regular, joint, and institutional.

WAESOL will establish student and joint membership categories at rates to be determined by the sitting board.

Elected and Appointed Officers
1. Elected Officers
The elected officers of WAESOL shall be a President, a First Vice President, a Second Vice President, Secretary, and Treasurer. The Second Vice President shall succeed to the first Vice Presidency. The term of office is from January through the following December. The current board conducts its final meeting in December while new members observe without voting status. The current board may provide training as necessary for new board members at this time. Candidates for office must be members in good standing.

2. Executive Board
The Executive Board shall conduct the daily business of the association and control its funds under general policies determined by the membership. The Executive Board members shall consider it a duty of office to attend all Executive Board meetings and the Annual Meeting. A majority vote shall be considered as binding for all Executive Board decisions. A quorum shall consist of seven members.

The Executive Board shall consist of five officers, the Past President, and eight members-at-large (one to be added to the 1993-4 Board and the second to be added to the 1994-5 Board) who are broadly representative of the various areas of interest of the members. At least one of the members-at-large shall represent the area of the state beyond Puget Sound. The eight members-at-large shall serve two year terms; four new members-at-large will be elected each year.

3. Duties and Officers
1. President
The President shall preside at all business meetings of the association and at all meetings of the Executive board. In his/her absence, 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 Executive Board deems necessary to the efficient operation of the organization.

2. First Vice President
The First Vice President will be Conference Chair responsible for planning and developing the program of the Annual Convention. The First Vice President shall also undertake special administrative duties as designated by the President.

3. Second Vice President
The Second Vice President will be responsible for assisting the First Vice President in planning and developing the Annual Convention. The Second Vice President shall also undertake special administrative duties as designated by the President.

4. Secretary
The duties of the Recording Secretary are to record the minutes of all Executive Board Meetings and the Annual Business Meeting and then distribute those minutes in a timely manner.

5. Treasurer
The Treasurer shall be responsible for conducting and recording the financial business of the organization. At the Annual Business meeting, the Treasurer shall present to the membership an annual written financial report, specifying sources and amount of income. The treasurer's term shall be two years

6. Past President
The Past President shall serve as the Liaison Officer to international TESOL. As the Liaison Officer, the Past President will be responsible for communication between the affiliate and international TESOL, including submission of annual reports and copies of relevant documents.

4. Vacancies
If the Office of the President becomes vacant, the First Vice President shall assume the Presidency. If the Office of the First Vice President, the Second Vice President, or a place on the Executive Board becomes vacant, the vacancy shall be filled by a majority vote of the Executive Board.

Elections
1. Nominations
A nominating committee of three to five members shall be appointed by the President with the approval of the Executive Board. This committee shall present to the Executive Board a slate of nominees for elected positions, together with relevant biographical information, at least sixty (60) days before the Annual Meeting. The slate of nominees and relevant biographical information shall be mailed to the general membership at least thirty (30) days before the deadline for the return of the ballots.

2. Elections
Election of the officers and members-at-large shall be determined by a majority of the mailed-in votes returned by an announced date not later than fifteen (15) days before the Annual Business Meeting. The ballot shall provide space for a possible write-in candidate for each office.

Meetings
WAESOL shall hold an Annual Business Meeting at such time and place as the Executive Board shall determine. Minutes of the Executive Board and a record of all its actions shall be available to the members of WAESOL at the Annual Meeting. Special meetings of the general membership may be called by the Executive Board. In addition, the Executive Board shall hold at least three additional meetings each calendar year.

Earnings
No part of the net earnings of this association shall inure to the benefit, 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).

Dissolution
Upon the dissolution of the association, the Executive Board 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 in such a 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 Teachers of English to Speakers of Other Languages (TESOL) organization or another non-profit organization of like interests.

Amendments
Proposed amendments to this Constitution may be initiated by three-quarters of the Executive Board or may be submitted in petition to the President. The petition must be signed by a minimum of one-tenth of the members in good standing.

All proposed amendments must be distributed to the membership at least thirty days before the Annual Business Meeting. Proposed amendments must be ratified by two-thirds of the members in good standing who are present at the Annual Business Meeting.

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 Bylaws.

Adoption
The adoption of the constitution shall be by a majority of members in attendance of the Annual Business Meeting on October 24, 1975.

WAESOL Bylaws
I. Committees
A. Standing Committees

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

2. Publications Committee
The Publications Committee shall consist of at least three members. The Publications Chair would be appointed by the President with Board approval. This person would be responsible for issuing the newsletter on time, four times a year and direct any other publications produced by or for the association. The Publications Chair can appoint, with Board approval, a person to be the Newsletter Editor and a person to be Publisher's liaison. Either the Publications Chair or the Newsletter Editor must attend each Executive Board Meeting.

3. Conference Committee
The Conference Committee shall consist of the First Vice President (who will act as the chair), the Second Vice President, a Tri-TESOL representative, and the Eastern Washington Conference Chair. The Tri-TESOL representative will be appointed by the President and serve from the end of one Tri- TESOL to the end of the following Tri-TESOL. This person would not be required to attend board meetings.

4. Socio-Political Concerns Committee
The Socio-political Concerns Committee will be headed by a chair appointed by the President, with board approval. This chair will be an ex-officio board member. Committee members would be volunteers from the membership and should represent a wide variety of levels of instruction, areas of the state, etc. The concerns of this committee include, but are not limited to class size, salary equity for part-timers, funding, institutional status, professional recognition by the public and legislature, and liaison to the TESOL Socio-political Concerns Committee.

B. Elected Committees
These shall be elected committees as deemed necessary by the members at the Annual Business Meeting.

C. Special Committees
The President, with approval of the Executive Board may appoint special committees in the general interest of the association.

II. Relationship with TESOL
This association will establish and maintain contact through affiliation with the international organization of TESOL.

III. Membership and Dues

A. Individuals
All interested individuals who apply for membership and pay the duly assessed annual dues of the association shall be "members in good standing of WAESOL" and shall be entitled to vote.

B. Joint
WAESOL will establish a joint membership category at rates to be determined by the sitting board.

C. Student
WAESOL will establish a student membership category at rates to be determined by the sitting board.

D. Institutional
Private or public educational institutions and agencies which apply for membership and pay the duly assessed annual dues of the association shall be "institutional members." The institution or agency may designate up to four representatives who will be accorded the same rights and privileges as individual members.

E. Changes
Changes in the dues for each category shall be recommended by the Executive Board and ratified by two-thirds of the votes cast by the membership. New dues shall become effective sixty (60) days after the membership has ratified the change.

IV. Interest Sections
Interest Sections represent the various professional concerns of WAESOL.
Sections are established by the Executive Board as follows: a petition signed by at least twenty (20) WAESOL members is submitted to the Executive Board. The Executive board then acts upon the petition. The petition must include:

1. The name of the proposed Interest Section;

2. The purpose, or definition, of the professional interest represented by the proposed section;

3. A chair for the proposed Interest Section.
This petition may come to the Board at any time during the year through the Secretary. Upon approval, the Interest Section may ask to be represented on the Executive Board by having one of the members-at-large elected to represent it, and will be able to develop workshops and special sessions at the Annual Convention, and independently.

V. First Executive Board
The first Executive Board will be elected at a general meeting on October 24, 1975, following ratification of this Constitution and Bylaws, and will serve until the Annual Business Meeting in 1976. It shall commence with six members-at-large: three members of whom will be elected at the meeting to serve a two-year term; and three members who have been serving two-year terms in the former organization who will serve for one year in this newly formed organization.

VI. Disbursement of Funds
All monies must be disbursed by the President and/or Treasurer with notification to the Executive Board.

VII. Bylaw Changes
Proposed amendments to the Bylaws must be submitted to the membership thirty (30) days prior to the Annual Business Meeting or at a special meeting called by the Executive Board. To become effective, the proposed amendment must be ratified by a simple majority of the members in good standing present at the meeting. Proxy votes shall be included.