I. Name and Purpose

II. Membership

III. Meetings of Members

IV. Board of Directors

V. Elected Officers of the Association

VI. Appointed Officers

VII. Resignation, Removal, or Replacement of Officers, or Delegation of Duty

VIII. Standing Committees

IX. Financial and Contractual Matters

X. Office of the Chinese Language Teachers Association

XI. Amendments

XII. Ratification of the Original By-laws

The organization shall be known as the Chinese Language Teachers Association in English and as in Chinese.

The purpose of the Association is to advance the teaching and learning of the Chinese language, and to encourage and disseminate study and research in Chinese language pedagogy, Chinese linguistics, and Chinese literature.

Any person who subscribes to the goals of the Association as set out in Section 1.02, and pays the appropriate dues may be admitted to Membership in the appropriate class as outlined in section 2.02.

The Association shall have the following classes of Membership:

1. Regular Members. Professional teachers of Chinese as a foreign language, Chinese literature or Chinese linguistics, or individuals interested in the above fields.

2. Emeritus Members. Individuals who have served the profession as outlined in (a) and who are now officially retired from active duty.

3. Student Members. Individuals in the midst of a course of formal study concentrating on Chinese language, language pedagogy, literature or linguistics.

4. Joint Members. Two individuals that would qualify for Regular, Emeritus or Student Member status and who share the same mailing address.

5. Life Members. Any individual eligible to be a Regular, Emeritus, or Student Member who chooses to pay the one-time Life Membership dues.

6. Institutional Members. Academic institutions and libraries which would make the Association's Journal available to the patrons or Members of that institution.

From time to time, the Board of Directors shall determine the dues for the several classes of Membership.

All Members except Institutional Members shall be eligible to vote on Association business and hold office in the Association.

Any Member may withdraw from the Association by so specifying in writing to the Executive Director or by nonpayment of dues. Such Members may be automatically reinstated upon payment of dues.

Members may be dropped from membership by vote of the Board of Directors for behavior incompatible with the goals of the Association. Reinstatements will occur upon favorable vote of the Board of Directors.

The Association shall hold an Annual Meeting at a time and place to be determined by the Board of Directors. At the annual meeting the following business must be conducted:

• The Officers of the Association shall present reports on the work of the previous year.
• Any items of business raised by voting Members shall be discussed.
• The President of the Association shall report on the state of the Association and the field.

Special meetings of the Members of the Association may be called at any time by the President or at the request of one-third of the Board of Directors or at the request of ten Members. The Executive Director shall give notice thereof in the manner provided in Section 3.04.

Each meeting of Members of the Association shall be held at the place and time specified in the notice or waiver of notice thereof.

Except as at the time otherwise expressly provided by statute, notice of each meeting of the Members of the Association shall be sent to each Member of the Association, not less than ten nor more than forty days before the day on which such meeting is to be held, by delivering a written notice thereof to such Member or by mailing such a notice to such Member at the address of such Member as it shall appear on the records of the Association, provided that notice of any meeting need not be given to any Member if waived by such Member before or after such meeting in writing or by telegram or electronically transmitted written communication. Each notice shall state the purpose or purposes for which the meeting is called, and the time and place thereof, and, if such notice shall be a notice of signature on any such notice may be printed or typewritten.

A quorum for the purposes of discussion and hearing reports shall consist of ten percent of the Members. Should fewer than ten percent of the Membership be present at any meeting, items requiring a vote must be submitted to a vote of the whole Membership by mail ballot.

At any meeting of the Members of the Association, in case of the absence or inability to act of the Officers, a chairperson for the meeting shall be chosen from the members of the Board of Directors present at the meeting by a majority vote of the voting Members of the Association present at the meeting. If no Director is present, then a chairperson for the meeting shall be chosen by a majority of the Members present in person and entitled to vote.

At each meeting of the Members of the Association, each Member present in person or by proxy shall be entitled to cast one vote on any and all matters which shall come before the meeting. At each meeting of Members all matters shall be decided by the affirmative vote of a majority of voting Members of the Association present at such meeting in person or by proxy and entitled to vote at the meeting.

The property and affairs of the Association shall be managed by the Board of Directors. Directors shall serve without compensation. The Board of Directors shall maintain liaison with the American Council on the Teaching of Foreign Languages, the Modern Language Association, the Association for Asian Studies and such other organizations as may have common interests with the Chinese Language Teachers Association.

The number of Directors of the Association shall not be less than nine or more than fifteen. Within such limits, the number of Directors may be fixed or changed from time to time at any meeting of the Board of Directors or at any meeting of the Members of the Association, provided that the notice of either of such meetings sets forth the proposed change.

Directors shall be elected by the whole Membership through mail ballot at least one month prior to the Annual Meeting. The candidates on the Slate of Candidates prepared by the Nominating Committee receiving the highest number of votes shall be declared Directors. Directors shall serve for three years, and the terms of Directors shall be staggered so that in each year one third of the seats on the Board fall vacant and one third are filled by election. Terms begin upon the adjournment of the Annual Meeting of the Association in the year of the election and end upon adjournment of the Annual Meeting three years thereafter. No individual may serve a second term as Director until after the lapse of one year. Any vacancy in the Board of Directors resulting from any cause whatsoever (including an increase in the number of authorized Directors) may be filled by the Board of Directors in meeting or by mail ballot, or may be filled by a vote of the Membership of the Association at the first Annual Meeting held after such vacancy shall occur, or at a special meeting called for that purpose. If five percent of the Members propose the name of any Member for nomination to the Board of Directors, that person's name shall be included on the ballot.

The Board of Directors shall hold a Regular Meeting annually for the purpose of organization and transaction of business at such time and place as may be decided by the Directors. The President shall designate a Secretary of the Meeting from among the Directors who are not officers. The Secretary shall prepare the minutes of the meeting for distribution to the Membership.

Special meetings of the Board of Directors shall be called by the President and must be called at the request of one third of the Members of the Board.

Notice of special meetings of the Board of Directors shall be given to each Director by mailing the same to each Director's last known post office address at least five days before the meeting, or through electronic or personal delivery at least two days before the meeting.

One-half of the Directors of the Board at the time in office present in person shall constitute a quorum for the transaction of business. In the absence of a quorum, discussions may be held and recommendations made, but votes on Association Business shall be conducted among the entire membership of the Board by mail ballot.

The Board shall have a Steering Committee which shall consist of the President, Vice President, Immediate Past President, and two Directors elected for one-year term by the Board of Directors at its Regular Meeting. The Steering Committee shall advise the President and, shall act for the Board between Regular Meetings when it is not possible to convene a meeting of the Board or conduct a mail ballot. The Steering Committee shall immediately report its actions to the Board.

Any Director of the Board may resign at any time by giving written notice to the Board of Directors through the Executive Director.

The President may invite ex-officio representatives from other related organizations to attend the annual meeting of the Board of Directors and to address the Board. Such invitees shall not have voting privilege and shall not attend executive sessions of the Board.

At scheduled meetings of the Board of Directors, if a quorum of Directors is present, actions by the Board shall be taken by majority vote of Directors present at the meeting. For issues decided by the Board of Directors by mail or electronic ballot, actions of the Board shall be taken by majority vote of all Directors.

The Association shall have a President, Vice President, and Immediate Past President. Each shall serve for one year, commencing with the adjournment of the Regular Meeting of the Board of Directors and continuing until the adjournment of the Regular meeting of the Board of Directors in the succeeding year.

The Vice President shall be elected by the full Membership in a mail ballot simultaneous with the election of the Directors being elected in that year. Vice Presidential candidates shall be sitting Members of the Board of Directors.

At the conclusion of his/her term, the Vice President shall become President.

At the conclusion of his/her term, the President shall become Immediate Past President.

The Elected Officers shall be members of the Board of Directors and continue as Directors throughout their terms in elected office, irrespective of when their term as a Director would otherwise have ended. The Elected Officers shall serve on the Steering Committee of the Board of Directors.

1. President
   The President shall preside over all meetings of the Membership, the Board of Directors, and the Steering Committee of the Board. The President or the President's designee shall be the Association's chief spokesperson and representative. The President shall work closely with the Executive Director and the Vice President in conducting the business of the Association. The President shall nominate for approval of the Board of Directors at their Regular Meeting chairpersons for the Standing Committees. The President shall appoint Members to Standing Committees and may from time to time establish new committees. When any of the positions of Appointed Officers shall fall vacant, the incumbent President shall nominate a successor for approval by the Board of Directors. The President shall become Immediate Past President at the end of the President's term.

2. Vice President
   The Vice President shall assist the President as the President directs, serve as Acting President in the absence or incapacity of the President, and shall succeed to the Presidency at the end of the Vice President's term.

3. Immediate Past President
   Immediate Past President shall be available for advice and counsel to the President and Board and for program consultation to the profession.

In order to implement the provisions herein regarding election and succession of Officers, in the election immediately following the ratification by the Membership of this amended BY-LAWS, there shall be an election of both a President and a Vice President. In the following year, the succession as stated in 5.03 shall be implemented. However, the provision (5.04) for succession to Immediate Past President shall be implemented in the year of ratification.

The President shall nominate for the approval of the Board of Directors the following Appointed Officers.

There shall be an Executive Director who shall serve a four-year term, with renewal possible. The Executive Director shall:

1. Be custodian of all records and documents of the Association;

2. Notify all persons elected to Membership in the Association of their election;

3. Keep a record which shall contain the names and addresses of the Members of the Association;

4. Keep the minutes of all meetings of the Board of Directors and of Members of the Association;

5. Have the care and custody of all the funds and securities of the Association;

6. Receive and give receipt for moneys due and payable to the Association;

7. Deposit all moneys received by him/her in the name of the Association in such banks, trust companies of other depositories as from time to time may be designated by the Board of Directors;

8. Have charge of the disbursal of the funds of the Association in accordance with the directions of the Board of Directors;

9. Enter or cause to be entered regularly in books-to be kept by him/her or under his/her directions for that purpose full and accurate account of all moneys received and paid by him/her on account of the Association;

10. Render a statement of his/her accounts to the Board of Directors at such times as it shall require the same;

11. Exhibit the books of account of the Association at all reasonable times to any Member of the Board of Directors upon application; and

12. In general perform all other duties incident to the office of Executive Director subject to the direction of the Board of Directors and President.

He/She shall have such other powers and perform such other duties, not inconsistent with the by-laws, as may be assigned to him/her from time to time by the Board of Directors.

Editor for the Association's journal, The Journal of the Chinese Language Teachers Association (JCLTA), who shall serve a four-year term with renewal possible. The Editor shall:

1. Take responsibility for the quality, appearance, and punctuality of JCLTA as a scholarly journal with three issues per annual volume.

2. Nominate for approval of the Board of Directors the Book Review Editor and such Associate Editors as the Editor chooses.

3. Nominate for approval of the Board of Directors Members of the Editorial Board for four-year rotating terms.

4. Nominate for approval of the Board of Directors Editors of the JCLTA Monograph Series for four-year terms.

5. Work closely with the Executive Director in management, production, distribution, and finances of JCLTA.

6. Annually report to the Board of Directors at their Regular Meeting on the state and progress of JCLTA.

Editor for the Association's newsletter, The CLTA Newsletter, who shall serve a four-year term with renewal possible. The Editor shall:

1. Produce a high-quality and informative newsletter three times per year

2. Work closely with the Executive Director in management, production, distribution, and finances of the Newsletter.

Webmaster for the Association's home page, who shall serve a four-year term with renewal possible. The Webmaster shall:

1. Oversee the design and maintenance of the CLTA website, supervise web assistants, and coordinate server maintenance and upgrade with the host institution, and serve as liaison between CLTA and the host institution.

2. Work closely with the CLTA Board of Directors and Officers in coordinating the information presented on the CLTA website.

Notwithstanding the stated terms of Officers, The Board of Directors may remove an Officer (Elected or Appointed) on grounds of inadequate performance. An Officer charged with inadequate performance may demand a hearing before the Steering Committee, which must then report its findings to the Board of Directors before the Board may discuss and vote on removal and replacement.

In case of the absence of any Officer, or for other reason that may seem sufficient to the Board of Directors, the Board may, without removal, delegate that person's powers and duties to another Member of the Association for such period as may be deemed proper.

Any Officer may resign at any time by giving written notice to the President.

1. There shall be a Nominating Committee consisting of three or more Members of the Board of Directors.

2. The Nominating Committee shall nominate persons to be presented for election to the Board of Directors, and a candidate or candidates for Vice President. These nominations shall be forwarded to the Executive Director who shall conduct the election.

1. There shall be a Program Committee consisting of a Program Chair, who must be a member of the Board of Directors, and one or more Members of the Association.

2. The Program Committee shall organize programs for the next annual meeting of the Association.

1. There shall be a Finance Committee consisting of the Vice-President, the Executive Director, and 2 other members to be appointed by the President from among the Directors. The terms of office of the other Directors shall be two years and staggered so that in each year one of the two Directors is appointed. One of the appointed Directors shall serve as chair, and the other appointed Director shall serve as secretary.

2. The Finance Committee shall review the Association's budget, finances, and investments, and shall advise the Board of Directors annually on the financial condition of the Association.

1. There shall be an Awards Committee consisting of three or more Directors.

2. The Awards Committee shall select the winners of the Association's awards.

The funds of the Association shall be deposited as the Board of Directors from time to time may determine.

All checks, drafts, endorsements notes and evidences of indebtedness of the Association shall be signed by such Officer or Officers or agent or agents of the Association and in such manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Association shall be made in such manner as the Board of Directors from time to time may determine.

No loan or advance shall be contracted on behalf of the Association, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Association.

No Contract other than in the ordinary course, may be entered into on behalf of the Association unless and except as authorized by the Board of Directors; any such authorization may be general or confined to specific instances.

A transfer of stocks, bonds, or other securities held in the name of or otherwise belonging to the Association may be sold or otherwise transferred only upon the signature of both the President (or, acting with the President's power of attorney, the Vice-President) and the Executive Director.

The fiscal year of the Association shall be the period January 1 to December 31.

The financial records of the Association shall be maintained by the Executive Director.

The Board of Directors may request an audit or financial review of accounts by an independent accountant at the end of each term of office or at such times as the Board of Directors shall determine.

In the event of the dissolution of the Association, any assets shall be distributed to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine.

The office of the Chinese Language Teachers Association shall be in the city and state designated by the Board of Directors. The Board of Directors may establish additional offices.

At any meeting of the Members at which a quorum is present, these by-laws may be altered, amended, or repealed by a majority of the votes of the Members present in person or by proxy, provided that the notice of the meeting sets forth the proposed alteration, amendment or repeal. The same may be approved by mail, in which case the majority of the votes of a quorum of the membership shall be required for any proposed amendment.

The original by-laws were ratified and became effective upon ratification by one-third of the Members of the Association present at the annual meeting of the Association held on December 29, 1963, in Chicago, Illinois at The Palmer House.

The original By-laws were amended on July 15,1996 and, by majority vote of a quorum of the Members of the Association conducted by mail ballot, were further amended on June 15, 2001.