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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 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.

4.         The Board of Directors may grant honorary or lifetime membership, conferring membership without payment of dues in recognition of service to the Association or the field.

ARTICLE III - MEETINGS

1.         The annual CRLA Conference will be held each Fall at a date and location to be determined by the Board of Directors.  Other meetings of the membership may be held from time to time as determined by the Board of Directors or by the membership at any annual meeting.  Notice of the annual meeting, and of all the other member 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 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 AND OFFICERS

1.         The affairs of the Association shall be conducted by the Board of Directors.  The five voting members of the Board of 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.  Ex-officio members of the Board of Directors may be appointed by the President with approval of the Board.

2.         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.

3.         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.         Three voting members shall constitute a quorum of the Board of Directors.

6.         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 of Directors:

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 a secretary, treasurer, president-elect, and/or past-president in the event of incapacity or consistent non-performance of duty on the part of the officer(s) elected to serve.

7.         The president-elect shall act as presiding officer in the absence of the president and shall act as chairperson of the annual conference.

8.         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/region/chapter leaders and Special Interest Group leaders; and shall act in a general capacity as advisor to the president on the affairs of the Association.

9.         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.  The secretary shall act as presiding officer at general meetings of the membership in the absences of the president, president-elect, and immediate past president.

10.       The treasurer shall receive and record receipt of all dues and other income of the Association. The treasurer 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 authorized expenditures. No reimbursements will be made without the prior approval of the Board of Directors.

11.       The president-elect shall be elected for a one-year term and serve successive one-year terms as president and past president.  The terms of office of secretary and treasurer shall be for two years, with each office elected in alternate years.

12.       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 on the Board of Directors.

a.   A vacancy in the office of president shall immediately be filled by the president-elect, who may appoint a conference program chair if desired. 

b.    A vacancy in the office of president-elect shall be filled by appointment by the president, with approval of the Board of Directors, or by special election.  The newly elected or appointed president-elect and any appointed conference program chair shall become co-chairs of the program committee.  The new president-elect shall 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 of Directors.

ARTICLE V - FISCAL POLICY

1.         The fiscal year shall begin on January 1.

2.         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.

3.         No member of the Board of Directors shall participate in any discussion or vote on any matter in which the director or a member of his or her immediate family has a potential conflict of interest.

4.         No part of the net earnings or assets of the Association shall inure to the benefit of any officer or member, excepting payment of reasonable compensation for contracted services.

ARTICLE VI - PARLIAMENTARY PROCEDURE

1.         The rules contained in Robert’s Rules of Order, Revised, shall govern 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 secret ballot, including the election of officers.

3.         At least six months prior to the beginning of election balloting, the president shall appoint a chairperson of the election committee for the next nomination and election cycle. The chairperson must be a past-president who has served as an election committee member.  The chairperson shall recommend for approval by the president such appointments as needed to complete the committee membership. 

a.    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.

b.    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.

c.    The committee shall make available to each nominee and his/her institution the duties and responsibilities of the office.   The committee shall obtain from each nominee his/her written intent to run for a particular office and a letter of institutional support, if applicable.

d.    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.

e.    Information about all candidates and election procedures will be provided to all members in good standing by a date set by the Board of Directors.

f.    Voting shall be by secret mail or electronic ballot.  All votes postmarked or posted on or before the date set by the Board of Directors will be included in the final count.  Only votes by members in good standing will be counted.  Ballots will be counted by three CRLA members in good standing, including the chair of the election committee or a member of the election committee designated by the chair. 

g.    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). 

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.

ARTICLE VII - QUORUM

1.         A quorum for a regular or special membership meeting or for mail or electronic voting shall be at least ten percent (10%) of the membership of the Association at the time of the vote.

2.         Should a quorum not be represented in mail or electronic balloting for election of officers, balloting will be repeated until the election is successful.

ARTICLE VIII – COOPERATIVE AGREEMENTS

1.         The Association may enter into cooperative agreements with other educational organizations by majority vote of the Board of Directors.  If the agreement’s duration is greater than three years, the Board of Directors will provide the membership notice of such possible agreement and allow a two-month period for comment before that vote.

2.         Agreements may be revoked by majority vote of the Board of Directors.

ARTICLE IX-CHAPTERS

1.         Upon approval of the Board of Directors, a chapter of the Association may be established in any area within a state, region, province, or territory on the petition of 25 members of the Association within the area.  To maintain chapter status, membership in the chapter must include at least 25 Association members in good standing.

2.         A chapter shall adopt its own bylaws, compatible with the Bylaws of the Association and approved by the Board of Directors of the Association.

3.         All chapter board members, elected and appointed, must be members in good standing.

4.         Elected officers of a chapter shall include at least a president, vice-president, secretary, and treasurer.  Ex-officio chapter board members may be appointed.

5.         The president of the chapter shall assume the duties and function of the state/regional director and shall submit reports to the Board of Directors as requested by the coordinator of state/region/chapter leaders.

6.         Each chapter shall hold at least one chapter meeting a year.  A report of each meeting shall be sent to the coordinator of state/region/chapter leaders within one month following the meeting.

7.         Chapters may cooperate with other organizations in activities such as conferences, symposia, and newsletters for the benefit of their members.

8.         A chapter may be dissolved at its request or by the Board of Directors of the Association and shall be dissolved by the Board if it becomes inactive or fails to comply with the provisions of this article for one year.  Any treasury funds must be disbursed in accordance with state, provincial, or territorial law.  If there is no governing 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/region/chapter leaders of the Association will appoint a person to the position of state/regional director.

ARTICLE X - INTERNATIONAL TUTOR/MENTOR CERTIFICATION PROGRAM

Any postsecondary educational program in any state, province, 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 of Directors 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.

ARTICLE XI - 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 XII - 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 XIII - 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 electronic or mail vote at the discretion of the Board of Directors. 

2.         No amendment may be adopted unless it is approved by a two-thirds majority of the votes cast.

Last Revision February 2009