Section 4.01. General Duties
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.
Section 4.02. Number of Directors
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.
Section 4.03. Election
Directors shall be elected by the whole Membership through mail or electronic 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 or electronic 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.
Section 4.04. Regular Meeting
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.
Section 4.05. Special Meeting
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.
Section 4.06. Notice of Special Meetings
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.
Section 4.07. Quorum
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 or electronic ballot.
Section 4.08. Steering Committee of The Board of Directors
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 or electronic ballot. The Steering Committee shall immediately report its actions to the Board.
Section 4.09. Resignation
Any Director of the Board may resign at any time by giving written notice to the Board of Directors through the Executive Director.
Section 4.10. Ex-Officio Representation
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.
Section 4.11. Actions 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.
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