NCOLCTL Constitution

PREAMBLE

This Council shall represent the Less Commonly Taught Language (LCTL) teaching profession in the national dialogue on Foreign Language and International Studies.

Section 1: NAME

The name of this organization, hereafter referred to as NCOLCTL, shall be “National Council of Less Commonly Taught Languages, Inc.”

Section 2: NATURE

NCOLCTL shall be a non-profit, non-political professional organization, formed exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code). The less commonly taught languages include all languages not typically part of most U.S. College and high school curricula.

Section 3: PURPOSE

The goal of NCOLCTL is the advancement of a national strategy for the teaching and learning of the LCTLs. Activities of NCOLCTL shall include, but not be limited to, the following:

• Policy and planning for the LCTLs;
• Research to promote and facilitate LCTL learning and teaching;
•  Support to nurture and strengthen language teaching organizations for the LCTLs;
• Professional development of LCTL teachers;
• Curriculum development in the LCTLs;
• Collection and dissemination of data and information on the LCTLs’;
• Fundraising to carry out the activities mentioned above as well as approved programs of member organizations; and
•  Voicing the collective concerns of the LCTLs.

Section 4: GUIDING PRINCIPLE

Decisions of NCOLCTL shall be made within a context reflecting broad and comprehensive representation of all LCTLs.

Section 5: MEMBERSHIP

NCOLCTL shall be an incorporated organization of LCTL teaching organizations and individual LCTL instructors.

1. Organizational Full Membership. Any organization involved in the teaching of the LCTLs may become a member of NCOLCTL. In addition to the founding members, other LCTL organizations may be added as full members in accordance with this Constitution. Each dues paying organization shall have one vote at all annual and special meetings of NCOLCTL. Members shall also be entitled to receive such newsletters, bulletins, and other publications as may be issued by NCOLCTL.

The following criteria shall be considered to determine eligibility for full organizational membership:

1. A member organization shall be a fully constituted organization.

(Information needed: constitution/bylaws incorporation certificate when applicable).

2. A member organization shall be primarily concerned with the teaching and learning of one or more LCTL. (Information needed:mission statement or evidence of teaching an LCTL).
3. A member organization shall have a clearly defined and effectively operating administrative structure with an established track record.

(Information needed: current profile; officers, members; activities, projects; and evidence of track record).

4. A member organization shall be representative of its language field(s), and of a significant portion of U. S. education in its language field(s).

(Information needed: Basis of membership: composition and size of membership. Field definition: linguistic, geographic)

5. A member organization shall agree to work to support the general interests of the LCTLs in accord with the principles of NCOLCTL.

(Information needed: evidence of commitment; statement/ resolution in support of collective solutions to common problems).

5. Affiliate Organization Status. Organizations still in their formative stages can be affiliated with NCOLCTL prior to being accepted as full members as prescribed by the By-Laws: Article I, Section 5.i.

Section 5.ii

Organizations that have a professional interest in advancing one or more of the less commonly taught languages, but are not eligible for full membership as prescribed by the By- Laws: Article I, Section 5.i, may also apply for Affiliate Status in NCOLCTL.

Section 5.iii

Individual Membership: Any individual who is interested in issues of LCTL’s may become a member of the council

ARTICLE II: GOVERNANCE AND OFFICERS

Section 1: GOVERNANCE

The determination of policy and planning rests with the Delegate Assembly. Implementation of policy and the management of the affairs of the Council shall be the responsibility of the Executive Board. The administrative and day to day running of the organization’s affairs shall be conducted by the Secretariat under the leadership of the Executive Director.

Section 2: DELEGATE ASSEMBLY

The Delegate Assembly consists of the designated representatives of the member LCTL organizations and one representative of individual members.

1. Responsibility. The Delegate Assembly determines and ratifies all policies having to do with the organization of NCOLCTL and its annual meeting, has the sole authority to admit organizations as members and affiliates of NCOLCTL, to elect officers, and to approve changes in the Constitution.
2. Organizational Representatives. Before each Annual Assembly of Delegate Assembly, each member organization shall designate in writing one person to represent it on the Delegate Assembly, to serve the ensuing year. The representative may be designated by his or her organization to serve for additional terms without limitation.

iii.   Meetings. Delegate Assembly shall hold an Annual Assembly at such time and place as the Executive Board may select.More than 50 percent of the members present at any session of the Annual Assembly shall constitute a quorum. All meetings shall be conducted in accordance with the latest edition of Robert’s “Rules of Order”.

Section 3: EXECUTIVE BOARD

The Executive Board consists of elected officials and an Executive Director appointed as an ex-officio voting member by the Executive Board.

1. Responsibilities. Between annual meetings, the Executive Board is responsible for overall direction in accordance with policies adopted by the Delegate Assembly and shall recommend policy initiatives to the Delegate Assembly.

The Executive Board, at its discretion, may appoint an Executive Director who will run the Secretariat and serve on the Executive Board as an ex-officio voting member.

The Executive Board may establish committees and task forces as the business of NCOLCTL may require. The Board shall define the tasks and powers thereof and fix the terms and methods of appointment of members.

1. Members. The Executive Board shall consist of the President, the Vice-President, the Secretary-Treasurer, and three at-large members. One at-large member will represent individual members of the Association. The Executive Director appointed by the Board will sit as an ex-officio voting member of the Executive Board.

iii. Meetings. The Executive Board shall meet as necessary to conduct the business of the Council and at the call of the President or three members of the Executive Board. The Executive Board will be responsible for the long-term planning of annual meetings and for the publication and dissemination of information on these meetings.

Section 4: ELECTED OFFICERS

The elected officers of the Executive Board (except the At-Large Member representing Individual Membership) shall be elected through electronic ballot  by the members of the Delegate Assembly from among a slate of candidates presented by the Nominating Committee and shall serve without compensation.The term of office shall be two years. The At-Large Member representing Individual Membership shall be elected through electronic ballot by the individual members of NCOLCTL.

1. The President shall be the executive head of NCOLCTL, shall preside at all business meetings of the Delegate Assembly and of the Executive Board and carry out the instructions of the Delegate Assembly and the Executive Board. The President may not serve two consecutive terms. By virtue of his/her office the President may not represent his/her organization at the Delegate Assembly.
2. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice-President will automatically succeed the President when the latter’s term of office expires. By virtue of his/her office the Vice- President may not represent his/her organization at the Delegate Assembly.

iii. The Secretary-Treasurer shall take the minutes of all meetings of the members of the Delegate Assembly and of the Executive Board. The Secretary-Treasurer shall have general supervision over the fiscal affairs of NCOLCTL, shall be responsible for disbursing the funds of NCOLCTL as needed or authorized by the Executive Board and shall maintain records of all other moneys received and paid out from the bank account/s of NCOLCTL and perform such other duties as are assigned to this office by the Executive Board and the Delegate Assembly. The Secretary-Treasurer shall submit such records to the Executive Board or the Delegate Assembly members upon request and shall submit a treasurer’s report at each annual meeting of the Delegate Assembly members. The Secretary-Treasurer may be elected for more than one term.

iv. The three at-large members shall serve staggered terms.

Section 5: EXECUTIVE DIRECTOR

The Executive Board, at its discretion, may appoint an Executive Director to run the Secretariat, carry out its mandate, to represent NCOLCTL and to be responsible for fundraising.

The Executive Director shall be custodian of all records and documents of the association, notify all persons admitted to membership of NCOLCTL of their admission, shall mail out notices of all NCOLCTL conferences and meetings and activities, shall receive all the organizations correspondences, serve as principal fundraiser of the organization, have care and custody of all funds and securities of the organization, deposit all moneys received on behalf of the organization, conduct and administer all NCOLCTL elections, have charge of the disbursement of NCOLCTL funds in accordance with the day to day running of the organization at the directions of the Executive Board and be responsible for the dissemination of all NCOLCTL publications and activities. Perform all other duties incident to the office of Executive Director as mandated by the Executive Board.

 Section 6: NOMINATING COMMITTEE

Each year, a committee consisting of the President, Vice President, and two Past Presidents shall constitute the Nominating Committee. At least one member of this Committee shall have been a member of the Nominating Committee of the previous year.

1. The Nominating Committee shall present a slate of candidates and solicit nominations from the membership.
2. he Nominating Committee shall give due consideration to achieving language, organizational and representational balance on the Executive Board.

Section 7: ELECTIONS

Vacancies on the Executive Board shall be filled by elections through electronic ballots from nominations supplied by the nominating committee prior to the Annual Assembly. The new officers assume their duties at the conclusion of the Annual Assembly.

ARTICLE III: FINANCES

Section 1: FISCAL YEAR

The fiscal year of the Organization shall be determined by the Executive Board on the recommendation of the Secretary-Treasurer.

Section 2: LEGAL CONTRACTS

The right to enter into legal contracts for the Organization or any of its constituent parts is vested solely in the Executive Board.

Section 3: AUDIT OF ACCOUNTS

There shall be an audit or a financial review of accounts by an independent accountant at least every three years.

Section 4: COMPLIANCE WITH IRS CODE SECTION 501(C)(3)

1. NCOLCTL shall comply with all the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and shall not carry on any activities not permitted in that code.
2. Assets of the Organization are permanently dedicated to exempt purposes as described in Section 501(c)(3). In the event of dissolution, all remaining assets and property of NCOLCTL shall, after payment of necessary expenses thereof,be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as will best accomplish the general purposes for which NCOLCTL was formed.

ARTICLE IV: AMENDMENTS

This Constitution may be amended by a two-thirds vote of the Delegate Assembly.