Alaska Adult Education Association - By Laws
ARTICLE I. -- OFFICES
The principle office of the corporation shall be located in the State of Alaska and shall be at the address of the current president. Other offices within or without the State of Alaska may be established as deemed necessary by the board of directors from time to time.
ARTICLE II. -- MEMBERSHIP
Section 1. Types of Memberships
Membership is available in five categories:
Individual membership is open to any individual engaged in, interested in, or supportive of the field of adult education. Each member is entitled to all rights and privileges of the Association including the right to one vote on each matter submitted to a vote of the membership.
Volunteer/Village memberships are available at a reduced cost for individuals who volunteer for ABE/Literacy programs or who are employed as tutors in village programs. Each member is entitled to all rights and privileges of the Association including the right to one vote on each matter submitted to a vote of the membership.
Institutional membership is open to any institution, business or organization engaged in or supportive of adult education efforts. It entitles each organization to three individual memberships with all respective rights and privileges of the Association including one vote per each individual membership. Individual memberships shall be filled by a person not already holding membership in the Association. There shall be a limit of one institutional membership per organization.
Sponsor membership is open to any individual or organization willing to support Association efforts. Such members are entitled to rights and privileges of the Association exclusive of voting and holding a directorship.
Student memberships are available at a reduced cost for students who are currently enrolled in an adult education or literacy program.
Section 2. Application
Upon receipt of the application for membership and payment of the membership fee, the applicant shall become a member and shall be issued a membership card signed by the treasurer.
Section 3. Membership Dues
Annual dues shall be set by the board of directors from time to time. All dues are payable in advance to the Association by the fifteenth day of October in each year.
If a member has not paid renewal dues by December 15, he/she will be sent notification of his/her delinquent status. Another 30 days will be allowed before any member is considered in default of payment.
Section 4. Resignation
Any member may resign by submitting a written statement to the secretary; however, such action shall not relieve the resigning member of obligations to pay outstanding dues or other unpaid charges.
Section 5. Reinstatement
A former member may be reinstated by an application filed with the Membership Chair and payment of annual dues.
Section 6. Transfer of Membership
Membership in the Association shall not be transferable.
ARTICLE III. -- MEMBERSHIP MEETINGS
Section 1. Annual Membership Meeting
The annual meeting shall be held in conjunction with the Fall AAEA conference, or at a time and place determined by the directors; business shall be transacted and directors seated.
Section 2. Special Membership Meetings
Special membership meetings may be called at the discretion of the president or the board of directors, or when requested in writing by not less than one-tenth of the membership.
Section 3. Notice of Meetings
Written or printed notice stating the time and place of membership meetings shall be issued to each member. The notice shall be sent to the address which appears on the records of the Association. The notice shall be sent not less than ten or more than fifty days before such meeting. In case of special meetings, the purpose of the meeting must also be stated in the notice.
Section 4. Quorum
One-tenth of the voting membership represented in person shall constitute a quorum at any membership meeting. Should a quorum not be present, no business may be officially transacted.
Section 5. Decisions by Members
The decision of a majority of voting members present at a meeting shall be the decision of the membership unless the action of a greater number is required by law.
A voting member may vote only in person and not by proxy at any membership meeting unless a ballot has been pre-mailed to the membership for consideration at least ten days in advance of the meeting.
Section 6. Informal Action by Members
Any action which may be taken or is required by law to be taken, may be pursued without a meeting, provided all voting members have consented in writing.
Section 7. Election of Directors
Directors shall be elected by a ballot vote prior to each annual membership meeting. A list of nominees will be prepared by an appointed committee and distributed to the membership one month prior to the annual meeting. Write-in candidates are allowed on the ballot. Ballots shall be returned by mail or in person at the annual meeting. Ballots will be counted just prior to the annual meeting, with the results being announced at the meeting.
ARTICLE IV. -- BOARD OF DIRECTORS
Section 1. General Powers and Qualifications
The board of directors shall manage the affairs of the Association. Directors must be members of the Association and residents of the State of Alaska.
Section 2. Number and Tenure
There shall be nine board directors, each elected for a three-year term. Six directors shall serve as regional representatives, and three shall serve at-large.
After the first election of the incorporated Association, three directors shall be elected annually beginning with the following sequence:
Southwestern Alaska
Interior Alaska
At-LargeNorthwestern/Arctic Alaska
Southcentral Alaska
At-LargeKodiak/Aleutian-Pribilof Islands
Southeastern Alaska
At-Large
Every three years the sequence shall be repeated.
All directors shall serve their term until successors are elected and qualified. The number of directors as well as number of regions may be increased or decreased from time to time by amendment to the bylaws but no decreases shall have the effect of shortening the term of an incumbent director.
Section 3. Meetings
A regular board meeting shall be held at the same place as the annual membership meeting. Additional regular meetings may be held at a time and place or manner determined by a resolution of the board. Special meetings may be called by the president or any two directors with at least ten days' notice executed in accordance with Article III. 3.
A brief summary of board actions shall be included in each issue of FOCUS.
Section 4. Quorum and Decisions
A quorum shall consist of a simple majority of all directors. Decisions shall be made by a majority of the quorum unless law dictates a greater number. Each director shall have one vote. Should a quorum not be present, no business may be officially transacted.
Section 5. Vacancies
The president shall appoint members to fill any vacancies on the board. A director appointed to fill a vacancy shall serve until the next annual membership meeting.
Section 6. Resignation
Any board member may resign by submitting a written statement to the president; however, such action shall not relieve the resigning member of obligation to pay outstanding dues or other unpaid charges.
Section 7. Termination
The board of directors may suspend or expel any board member by affirmative vote of two-thirds of all members of the board. The member suspended or expelled may appeal the action to the membership.
Section 8. Appeal
A simple majority of a quorum at the annual meeting may reinstate the board member or sustain the suspension or expulsion. It is the member's responsibility to place this appeal on the agenda for consideration by the membership.
ARTICLE V. -- OFFICERS
Section 1. Officers
Officers of the Association shall be a president, a president-elect, a vice-president, a secretary and a treasurer, and such other officers deemed necessary by the board from time to time. An individual may not hold any two offices simultaneously.
Section 2. Election and Tenure
The board shall elect officers from the directors at the board meeting following the annual membership meeting, giving consideration to recommendations of the membership. New offices may be created and filled at any board meeting. Each officer shall hold office until the successor has been elected and qualified. The president will be elected for a two-year term; all other officers will be elected for one year. The election of the president will take place in odd-numbered years.
Section 3. Removal
Any officer may be removed by a two-thirds affirmative vote of all directors when, in the judgment of the board, such removal would be in the best interests of the Association. Such removal shall not prejudice status as a director or member of the Association unless membership status is also under consideration.
A board member will be automatically removed after missing two consecutive meetings without prior approval of the president or by missing three meetings in a year.
Section 4. Vacancies
A vacancy occurring in any office shall be filled by the board from existing directors for the unexpired term.
Section 5. President
The president, subject to the control of the board of directors, shall supervise and manage all affairs of the Association. The president shall preside at membership and board meetings, shall sign or countersign such documents as necessary to the conduct of the business of the Association, shall make reports to the membership and the board, and perform such other duties prescribed by the board. Should the president become unwilling or unable to complete the term of office, the vice-president shall assume the office of the president for the remainder of the president's term.
Section 6. Vice-President
The vice-president shall perform the duties of president in absence of the president, shall coordinate and report to the board of directors on activities of the standing committees and shall perform other such duties designated by the president or board of directors from time to time.
Section 7. Secretary
The secretary shall issue notices of meetings and keep their minutes; shall be in charge of corporate records and advise the board on corporate procedures; shall sign with the president documents requiring such; and shall perform other such duties incident to the office of secretary.
Section 8. Treasurer
The treasurer shall be bonded and shall have charge and custody of all Association funds and securities; shall keep regular books on finances of the Association; shall receive and give receipt for all monies payable to the Association; shall deposit such funds in the name of the Association in banks or other depositories designated by the board; shall maintain or supervise the maintenance of register of the names and mailing addresses of all members; shall file or supervise the filing of all financial reports required by government or other agencies; and shall perform other duties of the office as directed by the board.
ARTICLE VI. -- COMMITTEES
Section 1. Standing Committees
A committee chairperson and/or one board member shall be appointed by the president to each committee. Other members will be appointed by the chairperson from the general membership. The vice-president shall coordinate activities of all committees.
Section 2. Operational Committees
Operational committees such as for selecting nominations and awards shall be designated by the board from time to time to conduct the business of the Association. Operational committees shall be appointed by the president to serve terms of one year or less.
ARTICLE VII. -- FISCAL OPERATIONS
Section 1. Contracts
The board of directors may authorize the president and any other appropriate officers or agent of the Association to enter into any contract and execute appropriate documents on behalf of the Association. Such authority may be delegated in general or in specific instances.
Section 2. Fiscal Year
The fiscal year of the Association shall be January 1 through December 31.
Section 3. Receipts
All funds payable to the Association shall be received and recorded by the treasurer. Receipts to the payer shall be issued and funds shall be deposited in a bank or other depositories designated by the board.
Section 4. Disbursements
All indebtedness of the Association shall be recorded and payment issued by check, draft or order in the name of the Association by such officer or officers and in such manner as shall from time to time be determined by resolution of the board. In absence of such determination, the treasurer, at the direction of the president or the president-elect, shall sign such instruments.
ARTICLE VIII. -- BOOKS AND RECORDS
The Association shall maintain complete and correct books of account, fiscal records and fiscal reports; shall keep minutes of membership, board of directors, and committee proceedings; and shall keep an updated register listing the name and addresses of all voting members. All Association books and records are available for inspection by any member or appropriate agent with reasonable notice and proper purpose.
ARTICLE IX. -- AMENDMENTS
The power to adopt, amend or repeal the bylaws in whole or in part shall rest with the board of directors. Such bylaws and amendments shall remain in full force and effect as the bylaws of the Association unless the membership at an annual or special meeting shall amend, alter or repeal such bylaws. Any amendment, alteration or repeal of any bylaw by the membership shall not subsequently be subject to change by the board of directors.
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NOTE: The following sections were changed by action of the AAEA Board in 1985
The following section was added by action of the AAEA Board in 1987
The following section was changed by action of the AAEA Board in 1994
The following sections were changed by action of the AAEA Board in 1996
The following sections were changed by action of the AAEA Board in 1998
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