ARTICLE I - NAME

ARTICLE V - OTHER ORGANIZATIONS

ARTICLE II - GOALS AND PURPOSES

ARTICLE VI - GENERAL MEETINGS

ARTICLE III - MEMBERSHIP

ARTICLE VII - OFFICERS

ARTICLE IV - DUES, FEES, AND ASSESSMENTS

ARTICLE VIII - THE EXECUTIVE BOARD

Section 1

Name. The name of this association shall be WVTESOL.

Section 2

Alternate Names. Alternate names of the association shall be West Virginia TESOL, West Virginia Teachers of English to Speakers of Other Languages, WV ESL Professionals, West Virginia ESL Professionals, the West Virginia English as a Second Language Professional Association, or the West Virginia ESL Professional Association.

Section 1

Primary Purpose. The association shall affirm the right of all K-12, higher education, and adult education and literacy students to access quality English as a Second Language instruction.

Section 2

Practicable Aims. The association shall reexamine continually the practicable aims of English as a Second Language teaching and learning.

Section 3

Second Language Acquisition Principles. The association shall promote the study and incorporation of sound Second Language Acquisition principles into English as a Second Language instruction.

Section 4

Articulation among Levels. The association shall work for more effective articulation among the various levels of English as a Second Language instruction in the state of West Virginia.

Section 5

Legislative Goals. The association shall work for any legislative goals determined by its members in good standing.

Section 1

Professional Membership. Membership in the association shall be open to all English as a Second Language professionals, or those interested in the profession, at any level in public, private, and parochial schools in the state of West Virginia or in counties that border on West Virginia in the neighboring states of Kentucky, Maryland, Ohio, Pennsylvania, and Virginia.

Section 2

Student Membership. Any students majoring in or planning to teach English as a Second Language and resident in the geographic area described in ARTICLE III, Section 1 shall be eligible for membership in the association. A letter from the student's advisor attesting to his or her full-time student status must accompany an application for student membership.

Section 3

Volunteer Membership. Any volunteers active in the teaching of English as a Second Language or other areas related to the teaching of English as a Second Language and resident in the geographic area described in ARTICLE III, Section 1 shall also be eligible for membership in the association.

Section 4

Declaration of Area of Interest. Upon application for membership in the association, a member shall declare one major area of interest from these three areas: K-12, Higher Education, or Adult Education and Literacy.

Section 5

Good Standing. A member is in good standing when that member has paid all applicable dues. A member in good standing is entitled to vote and to serve on the Executive Board or on committees.

Section 6

Termination of Membership. Membership may be terminated for nonpayment of dues. Membership may also be terminated if the Executive Board believes the member has acted in a manner prejudicial to the interests of WVTESOL. Termination of membership shall require a majority vote of a quorum of the Executive Board. In such a case, the Secretary shall notify the member in writing of the termination.

Section 1

General Dues. The annual dues of the association shall be determined or modified by a two-thirds majority vote of a quorum of the members in good standing at the general meeting or by mail ballot, provided the entire Assembly of the association is advised at least thirty days in advance of any voting, and provided at least 10% of the Assembly casts votes.

Section 2

Student Member and Volunteer Member Dues. To encourage the participation of students and volunteers in the association, dues for student and/or volunteer members shall not exceed 50% of the dues of professional members.

Section 3

Fees and Assessments. The Executive Board may authorize (1) fees for WVTESOL activities, and (2) special assessments to members. Any such assessment shall be authorized by a two-thirds majority of those members voting provided the entire Assembly of the association is advised at least thirty days in advance of any voting, and provided at least 10% of the Assembly casts votes.

Section 1

Relations with Other Organizations. WVTESOL may establish professional relations with other organizations. Proposals for establishing such relations shall require a majority vote of a quorum of the Executive Board to be enacted.

Section 1

Composition of the Assembly. The Assembly of the association consists of all members in good standing of WVTESOL.

Section 2

Powers and Authority of the Assembly. The Assembly is the legislative body of WVTESOL and has full power and authority over the affairs of the association within the limits set by this Constitution and its Bylaws.

Section 3

Time and Frequency of Meetings. The Assembly shall meet at least once per year on a date determined by the Executive Board.

Section 4

Amendments to the Constitution and its Bylaws. The Assembly may adopt amendments to this Constitution and its Bylaws by a two-thirds majority of those members voting provided the entire Assembly of the association is advised at least thirty days in advance of any voting, and provided at least 10% of the Assembly casts votes.

Section 5

Voting. A two-thirds majority of the votes cast, provided a quorum has been declared, will constitute the voice or expression of the membership and will be binding upon WVTESOL. At all meetings, all votes will be by show-of-hand or by voice unless a confidential vote is requested and is approved by a majority of a quorum of the Assembly. In this case, a confidential ballot will be required. Voting on all matters, including the election of Executive Board members may be conducted by mail ballot.

Section 6

Apprising the Assembly of Executive Board Actions. At general meetings, it shall be the President's responsibility to apprise those members of the Assembly in attendance of any actions the Executive Board has taken since the last meeting and of any impending actions of the board. This may be accomplished in conjunction with a reading of the annual report prepared by the Secretary.

Section 7

Voting by Proxy. A member in good standing who is not able to attend the general meeting may appoint a proxy to cast his or her votes at the meeting. The Executive Board must be informed in writing by the absent member that a proxy has been requested and of the identity of the proxy. A proxy must be a member in good standing of the association.

Section 8

Quorum. A quorum shall consist of 10% of the members in good standing of the association. In determining a quorum, members serving as proxies for other members in good standing shall be counted once for themselves and once for each member for whom they are serving as proxy.

Section 9

Rules of Order. The meeting shall be conducted according to established parliamentary rules of order in current practice.

Section 1

Officers. The Officers of the association are four: the President, the Vice President, the Secretary, and the Treasurer.

Section 2

Terms of Office of the President and Vice President. The terms of office of the President and the Vice President of the association shall be for one year beginning on 1 May of the year after his or her election to 30 April of the next year.

Section 3

Terms of Office of the Secretary and Treasurer. The terms of office for the Secretary and Treasurer shall be for two years beginning on 1 May of the odd numbered years after their election to 30 April of next odd numbered year. The rationale for this is to have staggered terms of office for the Secretary and Treasurer relative to the President and Vice President to provide continuity in the makeup of the board following elections.

Section 1

Composition of the Executive Board. The Executive Board of the association shall consist of the Officers of the association, the Past President Advisor, three Area-of-Interest Representatives: one each from the three declared areas of major interest; K-12, Higher Education, and Adult Education and Literacy, and any Non-Voting Members appointed to serve on the Executive Board by a quorum of the voting members of the Executive Board.

Section 2

Terms of Office of Area-of-Interest Representatives. The term of office of the Area-of-Interest Representatives of the Executive Board shall be for one year beginning on 1 May of the year after her or his election to 30 April of the next year.

Section 3

Terms of Office of Non-Voting Members of the Board. Non-Voting Members of the Board shall serve for the term of the President of the Board at the time of their appointment unless otherwise specified in the charge to the Non-Voting Member by the Executive Board.

Section 4

The Duties and Term of Office of the Past President Advisor. The outgoing President shall serve as Past President Advisor. The Past President Advisor shall be a full voting member of the Executive Board. The term of office of the Past President Advisor shall be limited to the year immediately following his or her term in office as President.

Section 5

Vacancy in the Presidency. If a vacancy occurs in the office of the President, the Vice President shall become the President for the remainder of that term.

Section 6

Vacancies In Other Offices. If a vacancy occurs in any office other than that of the President and/or the Past President Advisor, the President shall appoint a member in good standing of the association to fill the unexpired term of the vacant office. If a vacancy occurs in the office of Past President Advisor, that office shall remain vacant for the remainder of that term.

Section 7

Consecutive Terms. The members of the Executive Board, excluding the President, the Vice President, the Past President Advisor, and any Non-Voting Members, may serve at most two consecutive terms. During his or her term in office, the Past President Advisor may accept nomination for another office on the Executive Board.

Section 8

Presiding Officer. The President of WVTESOL shall be the presiding officer of the Executive Board.

Section 9

Meetings. The Executive Board shall meet face-to-face at least once per year. Other meetings of the Executive Board may be convened via telephone or via the internet as determined by a majority agreement of the board members.

Section 10

Business between Meetings. The President is authorized to consult the Executive Board concerning important decisions which must be made or actions which must be taken between meetings. Such consultations may be in person, by mail, by email, by fax, or by telephone at the discretion of the President. All such decisions and/or actions will be recorded by the Secretary and presented to the Executive Board for its approval at its next official meeting.

Section 11

Voting. A majority vote by a quorum of the Executive Board shall constitute the voice or expression of the Board. At all meetings, voting shall be by show-of-hand or by voice. Voting on all matters before the Board may be conducted by mail ballot by email or at any meeting of the Board. All votes by mail ballot or by email shall be recorded by the Secretary and shall be presented to the Executive Board for its approval at its next official meeting.

Section 12

Quorum. At least fifty percent (50%) of the voting membership of the Executive Board will constitute a quorum.

Section 1

The President. The President shall preside over meetings of the association, appoint chairs of standing and ad hoc committees, be ex-officio member of all committees, and perform all other functions usually attributed to this office. The President shall countersign all contracts and other instruments of WVTESOL, exercise general leadership and supervision over the affairs of WVTESOL in implementing its purposes and goals and execute such additional duties as are defined by the Executive Board or the Assembly. In the absence of the Treasurer, the President has the power to sign checks.

Section 2

The Vice President. The Vice President shall preside over meetings of the association in the absence of the President, and shall perform any other duties that shall be incumbent upon that officer as a result of the President's inability to perform them. The Vice President will fulfill such other duties as are assigned to him or her by the Executive Board. The Vice President shall automatically succeed to the Presidency at the end of the President's term of office.

Section 3

The Secretary. The Secretary shall keep accurate minutes of each general meeting and of each meeting of the Executive Board, shall maintain a roll of the members of the association, and shall assist the President with the association's correspondence. It is the Secretary's duty to notify Officers, Area-of-Interest Representatives, and committees of their appointment, and to furnish committees with all papers referred to them. The Secretary will, in addition, prepare the annual report and make the report available to the Assembly at one general meeting each year. The Secretary shall seek permission in writing or via email from any association member before her or his name can be placed in nomination for election to the Executive Board.

Section 4

The Treasurer. The treasurer shall hold the funds of the association and shall dispense checks as approved by the Executive Board, shall keep accurate records of receipts and disbursements, and shall prepare an annual financial statement to be made available to the members at one general meeting each year as determined by the Executive Board.

Section 1

Duties. The Executive Board will oversee the practical operations of the association to include organizing general meetings, collecting and disbursing funds, establishing committees, and pursuing any practical or legislative goals determined by the general membership.

Section 2

Proposals for Executive Board Action. All proposals to the Executive Board for its action shall be directed to the President who shall forward them by hand, via email, or via the US mail to the other members of the Executive Board for their consideration.

Section 3

Authorization of the Executive Board. The Executive Board is authorized by the members in good standing to collect dues from the members, to establish standing and ad hoc committees as shall be deemed necessary for the effective functioning of the association, to appoint Non-Voting Members to serve on the Executive Board as shall be deemed necessary, to disburse funds as needed to accomplish the Goals and Purposes of the association, and to make decisions about the practical steps to be taken to achieve said Goals and Purposes.

Section 4

Addition to or Modification of the Powers of the Executive Board. Any addition to or modification of the powers of the Executive Board shall require a two-thirds majority of those members in good standing voting provided the Assembly is advised at least thirty days in advance of any voting, and provided at least 10% of the Assembly casts votes.

Section 1

The Office of President. The office of President shall be filled by the association member serving as Vice President during the previous term of office.

Section 2

The Nominating Committee. Each year upon assuming office, the President shall appoint a Nominating Committee of four members in good standing of WVTESOL: one to represent K-12 members, one to represent Higher Education members, one to represent Adult Education and Literacy members, and one at-large member from any of the three areas of major interest.

Section 3

Duties of the Nominating Committee. The Nominating Committee shall present one candidate for each office to be filled: each year, the Nominating Committee shall present nominations of candidates for Vice President, K-12 Representative, Higher Education Representative, and Adult Literacy Representative. In odd numbered years, the Nominating Committee shall also present nominations of candidates for the offices of Secretary and Treasurer. It shall be necessary to have permission from a candidate to place the candidate's name in nomination. The Secretary shall seek such permission in writing or via email.

Section 4

Nominations from the Assembly. Nominations may also be made by members of the Assembly. Such nominations shall be made in writing to the Nominating Committee. It shall be necessary to have permission from a candidate so nominated to place the candidate's name in nomination. The Secretary shall seek such permission in writing or via email.

Section 5

Elections. Elections for Executive Board members shall be conducted before March 1 of the year of the onset of their terms of office, with the Assembly being advised of such elections at least thirty days in advance of any voting.

Section 1

Creation and Composition of the Founders Board. The Founders Board was established by a special poll of the membership of West Virginia ESL Professionals in the autumn of 1997. At its institution, the Founders Board consists of: a President, a Vice President/Secretary, an Advisor, a Higher Education Representative, a K-12 Representative, and an Adult Education and Literacy Representative.

Section 2

Initial Terms of Office for Founders Board Officers. For the period from 1 November 1997 to 30 April 1999, the offices of President, Vice President, K-12 Representative, Higher Education Representative, and Adult Education and Literacy Representative having already been determined by a poll of the members in October 1997, and the office of Secretary having been determined at a meeting of the Board held on 23 February 1998, the Founders Board shall nominate at least two members of the association for the unfilled office of Treasurer. Nominations also shall be accepted from the assembly and a vote shall be taken of the general membership to fill the office of Treasurer, as per Article IV, Section 4 of these Bylaws.

Section 3

Duties of the Founders Board. For the period from 1 November 1997 to 30 April 1999, the Founders Board shall execute all the duties of the Executive Board.

Section 4

The Unfilled Office on the Founders Board. The Founders Board shall nominate at least two members of the association for the unfilled office of Treasurer. The board may also accept nominations for this office from the Assembly. It shall be necessary to have permission from a candidate to place the candidates name in nomination. The Secretary shall seek such permission in writing or via email. Elections shall be held before 1 June 1998 for this office.

Section 5

Term of Office of the Founders Board Treasurer. The term of office of the Founders Board Treasurer shall run from the time of her or his election in 1998 to 30 April 1999.

Section 1

Establishment of Committees and Appointment of Committee Chairs. The President may establish standing and ad hoc committees as shall be deemed necessary for the effective functioning of the association and shall appoint chairs for each committee. The establishment of a committee and the appointment by the President of a chair for a committee shall be approved by a majority vote of a quorum of the Executive Board.

Section 2

Terms of Office of Committees. Committees shall serve for the term of the President unless otherwise specified in the charge to the committee by the Executive Board. In making appointments, consideration will be given to the desirability of an experienced and gradually changing committee membership.