constitution

Last update: December 13, 1999

ARTICLE I: NAME

The name of the Association shall be THE AMERICAN ASSOCIATION OF UNIVERSITY SUPERVISORS AND COORDINATORS OF FOREIGN LANGUAGE PROGRAMS, hereafter referred to as THE ASSOCIATION.

ARTICLE II: PURPOSE

Section 1. THE ASSOCIATION is a non-profit organization whose purposes are:

Section 2. To this end THE ASSOCIATION may establish specific language sections, hold workshops, disseminate information, and carry on any other activities that relate to and promote its purposes.

Section 3. THE ASSOCIATION is organized exclusively for educational purposes, including the production and distribution of its publications to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended and revised by all subsequent legislation.

Section 4. Notwithstanding any other provision of these articles, THE ASSOCIATION shall not carry on any activities prohibited by Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended and revised by all subsequent legislation.

Section 5. All monies of the organization shall be disbursed only in support of the purposes of THE ASSOCIATION and shall not be disbursed to any member of THE ASSOCIATION for his or her own private gain. Monies may be disbursed only with the approval of the Executive Board.

ARTICLE III: MEMBERSHIP

Section 1. Individual voting membership in THE ASSOCIATION shall be open to any supervisor or coordinator of university level foreign language programs, or anyone interested in the teaching of foreign languages.

Section 2. Non-voting membership shall be open to institutions, agencies, and commercial organizations, whose purposes and professional activities are deemed appropriate by the Executive Board.

Section 3. Graduate students who are certified by the chairperson of their department may become Junior Members of THE ASSOCIATION upon payment of the annual dues for Junior Membership.

Section 4. Membership in THE ASSOCIATION shall have no restrictions based on race, creed, sex, national origin, or place of residence.

ARTICLE IV: MEETINGS

Section 1. THE ASSOCIATION shall hold at least one general meeting a year for the full membership, at such time and place as the Executive Board shall determine, with part of the meeting devoted to the business of THE ASSOCIATION.

Section 2. The Executive Board shall meet at least once a year prior to the general meeting. The Executive Board may also call special meetings for itself and for the general membership.

Section 3. The Executive Board and the membership shall strive to sponsor, encourage , and publicize annual workshops/ sessions pertinent to THE ASSOCIATION’S purposes at the major foreign language conferences in the country.

ARTICLE V: OFFICERS

The officers of THE ASSOCIATION shall be: President, First Vice President, a Second Vice President for each specific language choosing to form a group within THE ASSOCIATION, Secretary, and Treasurer. The officers shall perform the duties prescribed in the bylaws.

ARTICLE VI: EXECUTIVE BOARD

The Executive Board shall consist of the elected officers, the immediate past president, the chairpersons of standing committees and specific language groups, and several members-at-large. The members-at-large shall be designated by national and regional foreign language organizations to be their representatives. The members-at-large shall have no voting power on the Executive Board. The Executive Board shall implement matters of policy as determined at the general meetings; it may also initiate action appropriate to that policy.

ARTICLE VII: COMMITTEES

The standing committees shall be as follows: (1) Program Committee; (2) Membership Committee; (3) Nominating Committee; (4) Publications Committee and any others deemed necessary by the membership or the Executive Board. The Committees shall perform the duties prescribed in the bylaws. In the event of the incapacity of an officer, the Executive Committee shall, at its discretion, elect a replacement or establish a nominating and election procedure for replacement.

ARTICLE VIII: AMENDMENTS

Section 1. Proposed amendments to this Constitution must be approved by a majority of the members of the Executive Board or be submitted to the President in the form of a petition signed by at least fifteen (15) members in good standing.

Section 2. Any such proposed amendment shall be distributed to all members at least thirty (30) days before the proposed amendment is to be voted on.

Section 3. To become effective, the proposed amendment must be ratified by a majority of those members in good standing who respond to a poll by mail.

ARTICLE IX: EARNINGS

No part of the net earnings of THE ASSOCIATION shall inure to the benefit of, or be distributed 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, Section 5 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).

ARTICLE X: DISSOLUTION

Upon the dissolution of THE ASSOCIATION, the Executive Board shall, after paying or making provision for the payment of all liabilities of THE ASSOCIATION, dispose of all assets of THE ASSOCIATION (cash and property) by donating them to such organization(s) organized and operated exclusively for educational or charitable purposes that qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, subject to all subsequent revisions and amendments in force at that time.

ARTICLE XI: ADOPTION

The adoption of this Constitution shall be voted on by the Charter Members, to be defined as those who were in attendance at the organizational meeting on November 22, 1980, at the ACTFL/ AATG Meeting in Boston, as well as those who attended the conference on "The Training and Supervision of Teaching Assistants in the U.S., " held at the Goethe Institute, Chicago, September 12-13, 1980. Formal adoption shall take affect April 15, 1981 after approval by a simple majority of those responding to a mail ballot.

BYLAWS

ARTICLE I: MEMBERSHIP

Section 1. Annual Dues

The annual dues shall be specified by the Executive Board.

Section 2. Membership Year

The membership year shall be from January 1 to December 31. A member in good standing shall be one who has paid dues for the current fiscal year.

ARTICLE II: DUTIES of the OFFICERS and EXECUTIVE BOARD

Section 1. President

The President shall preside at all business meetings of THE ASSOCIATION and at all meetings of the Executive Board. He/ she shall also make all necessary appointments to carry out the objectives of THE ASSOCIATION. The President shall be an ex-officio member of all committees except the nominating committee. The President may not serve successive terms of office. The President may not be a representative of the same language more often than one year in three.

Section 2. First Vice President

The First Vice President shall assume all the duties and responsibilities of the President in the President’s absence. The First Vice President shall succeed to the presidency. The First Vice President shall be responsible for planning and developing the program of the next annual meeting and of any other regular meetings. The First Vice President shall not be a representative of the same foreign language as the President.

Section 3. Second Vice Presidents

One Second Vice President shall be elected from each specific language group. The Second Vice Presidents shall be responsible for coordinating language sections and promoting membership in THE ASSOCIATION.

Section 4. Secretary

The Secretary shall record the minutes of each meeting, call the roll when required, conduct the correspondence of THE ASSOCIATION unless otherwise specified, and ensure that members are notified of general meetings and the programs planned by the Program Committee. The Secretary shall serve a term of three years and may serve a maximum of two successive terms of office.

Section 5. Treasurer

The Treasurer shall: (1) collect dues, hold funds deposited in his/ her care, and pay them out on order of the President with the approval of the Executive Board; (2) deposit the money received as dues in an accredited bank, make all disbursements by check, maintain proper financial records, and have the books audited as specified by the Executive Board; (3) present a written financial report at the Annual Meeting and at any other regular meetings; (4) maintain a register of all paid members in collaboration with the Membership Committee. The Treasurer shall serve a term of three years and may serve a maximum of two successive terms of office.

Section 6. Members-at-large

The Executive Boards of recognized national and regional foreign language organizations may wish to name one representative each to serve as a member-at-large on the Executive Board of THE ASSOCIATION. Such representatives shall not have voting rights but shall represent the views and considerations of their respective organizations to THE ASSOCIATION as well as vice versa.

ARTICLE III: VACANCIES

A vacancy in any office shall be filled by an appointment of the President with the approval of the Executive Board. If the office of President becomes vacant, the First Vice President shall serve as President for the remainder of that term, and may succeed himself/ herself as President for the following year. Other vacancies among the Standing Committees shall be filled by a majority vote of the Executive Board.

ARTICLE IV: STANDING COMMITTEES

Section 1. Program Committee

The First Vice President shall be chairperson of the Program Committee, which shall be responsible for planning and developing the program of the Annual Meeting and any other regular meetings of THE ASSOCIATION.

Section 2. Membership Committee

The Second Vice President shall be the chairperson of the Membership Committee, which shall be responsible for promoting membership in THE ASSOCIATION and maintaining accurate and current membership lists.

Section 3. Nominating Committee

A Nominating Committee consisting of three to five members shall be appointed by the President with the approval of the Executive Board. This committee shall present a slate of candidates for office for distribution to all members at least thirty (30) days before the Annual Meeting. The slate shall provide a choice of at least two candidates for each position and be representative of the geographic, institutional, and professional composition of the membership. Requests for nominations shall be solicited from the general membership and shall be forwarded to the Nominating Committee at least ninety (90) days prior to the Annual Meeting. In addition, any member in good standing may be a candidate upon presentation to the Secretary of a petition signed by at least ten (10) other members in good standing. This petition must be received by the Secretary at least forty-five (45) days prior to the Annual Meeting. There shall be no nominations from the floor at the Annual Meeting.

Section 4. Publications Committee

The Publications Committee shall be responsible for the preparation and dissemination of any published materials deemed necessary by THE ASSOCIATION. The recommendations of the Publications Committee shall be submitted to the Executive Board for approval.

ARTICLE V: ELECTIONS

The election of officers shall be by secret mail ballot submitted to the membership by the Nominating Committee at least thirty (30) days before the Annual Meeting. A simple majority vote shall be sufficient to elect. The election results shall be tallied by the Nominating Committee prior to the conclusion of the Annual Business Meeting and be at that time announced to the members present. The term of office shall be for one year for each position unless otherwise stated. The term of office shall begin on January 1 of each year.

ARTICLE VI: SELECT COMMITTEE

With the approval of the Executive Board, the President may appoint select committees in the general interest of THE ASSOCIATION.

ARTICLE VII: QUORUM

A quorum shall consist of all members in good standing attending the Annual Meeting.

ARTICLE VIII: FIRST EXECUTIVE BOARD

Officers pro tempore – President Dieter Jedan and Secretary-Treasurer June C. Mueller- were elected at the organizational meeting on November 22, 1980 and delegated to submit this Constitution to the Charter Members of THE ASSOCIATION at the ACTFL Conference in Denver, November 1981, at which time the First Executive Board shall be elected in accordance with this document.

ARTICLE IX: BYLAW CHANGES

Proposed amendments to the bylaws must be submitted to the membership thirty (30) days prior to the Annual Meeting or at a special meeting called by the Executive Board. A proposed amendment requires a majority vote of these members in good standing who respond to a poll by mail. Proxy votes may be considered only with the prior approval of the Executive Board. A statement to this effect must be included in the proposed amendment(s) to the bylaws submitted to the membership. Only signed proxy votes are valid.

AMENDMENTS

(Approved at the annual ACTFL meeting of 1987)

1. Clarification of intention for the Positions of Second Vice President.

The offices of "Second Vice President" will be renamed "Language Section Head" to correspond with the original intention of this position. The "Language Head" will continue to serve as coordinator for the particular language group involved (French, Spanish, German, for example) and as liaison between that language group and the main AAUSC organization. The "Language Head" will be elected by AAUSC members only in the particular language concerned. Any group wishing to form a language specific group with a "Language Head" may still do so.

To put this amendment into effect, the following changes are needed in the Constitution:

a.) Substituting the term "Language Section Head" for "Second Vice-President" in Constitution Article V and By-Laws Article II, Section 3 and Article IV, Section 2.

b.) Addition to By-Laws, Article V, Elections: "In the case of the Language Section Head, only members of the particular language group involved may vote."

2. Lengthen the term of office for President, First Vice President (President Elect), and Second Vice Presidents (or Language Section Head if change is approved).

Currently the term of office for these positions is one year. In order to allow officers to understand their positions more thoroughly and to make greater contributions to the organization, adding to the stability of the organization, it is proposed that we extend the term of office to two years.

To put this amendment into effect, the following changes are needed in the Constitution:

a.) By-Laws, Article V, Elections: Change to "the term of office shall be for two years for each position unless otherwise stated."

b.) By-Laws, Article II, Section 1: Change to "The President may not be a representative of the same language more often than one term of office in three."

3. Provide for the Option to Combine the Positions of Secretary and Treasurer.

Currently, the Constitution calls for one person to hold the office of secretary and one person to hold the office of treasurer, however, we now have only one person doing both jobs. Since the organization is now quite small, the tasks of secretary and treasurer are not numerous and it is, in fact, more efficient to have the same person handle the mailing as is responsible for releasing funds for that mailing.

The proposed amendment would allow AAUSC to continue with a combined secretary-treasurer position, at the option of the Executive Board, while offering the possibility to move back to separate positions should the need arise in the future.

To put this amendment into effect, the following changes are needed in the Constitution:

This statement would be appended to the two sections By-Laws, Article II, Sections 4 and 5. "At the discretion of the Executive Board, the position of Secretary (II, 4) and that of Treasurer (II, 5) could be combined."