By-Law

Chinese Language Teachers Association – FL

BYLAW

ARTICLE I 
NAME AND PURPOSE

Section 1.01. Name
The organization shall be known as the Chinese Language Teachers Association – FL (CLTA-FL)in English and as 
佛州中文教师学会 in Chinese.

Section 1.02. Purpose
The purpose of the Association is to promote and advance the teaching and learning of the Chinese language and
culture at all levels of education.

ARTICLE II
MEMBERSHIP

Section 2.01. Members
Any person who subscribes to the goals of the Association as set out in Section 1.02, and pays the appropriate dues
on time may be admitted to Membership in the appropriate class as outlined in section 2.02.
Section 2.02. Classes of Membership
The Association shall have the following classes of Membership:
(1) Personal Members:
a.   Regular Members. Any individual who subscribes to the goals of the Association as set out in Section 1.02
can be regular members. This includes but is not limited to teachers, administrators, or any people who are interested
in teaching and learning of Chinese language, Chinese literature, Chinese linguistics, Chinese culture, and so on.
(Please see Section 2.03. for the dues, to be decided and updated from time to time by incumbent Board of
Directors.)
b.    Student Members (Due: 0.8 of the Regular Members due. Need to show valid student ID). Individuals in the
midst of a course of formal study concentrating on Chinese language, language pedagogy, literature, linguistics or
Chinese culture.
c.    Joint Members (Due: 1.8 times of the Regular Members due). Two individuals that would qualify for Regular
or Student Member status and who share the same mailing address.
(2) Organizational Members (the membership due is 10 times of the Personal Members, for up to the number of 12
people per event of the paid year).
Eligible organizations include: All schools, programs and institutions conducting Chinese language and culture
teaching programs and research in related fields, and any non- profit organizations supporting CLTA-FL’s mission.

Details of the payment need to be discussed with incumbent President and Treasurer.
3) Corporate Members (the membership due is 10 times of the Personal Members)
Businesses providing services to teaching and research relevant to Chinese language and culture are eligible as
Corporate Members and receive preferred booth space assignments for CLTA-FL’s Annual Conference and other
major events. 
(Note: Sponsorship is not included in this category, and needs to be discussed with the incumbent President or/and
the Board of Directors.  )
Section 2.03. Dues
From time to time, the Board of Directors shall determine the dues for the Personal Members for 2.02 (1). And other
member dues will be hence determined as explained in Section 2.02. The most up to date membership dues can be
found on the association’s web site: www.clta-fl.org
Section 2.04. Voting Members
All Personal Members defined at 2.02(1) (except Organizational Members and Corporate Members) shall be eligible
to vote on Association business and (or be voted) to hold office in the Association.
Section 2.05 Termination and Restoration of Membership
Any Member may withdraw from the Association by so specifying in writing to the President 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.

ARTICLE III
MEETINGS OF MEMBERS

Section 3.01. Annual Meeting
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:
1) Annual report by the President, including major activities, membership and financial situation.
2) Vote on issues, such as the updated bylaw, or any other things if any that have been determined by the Board of
Director requiring affirmative actions in the annual meeting by all members. Unless otherwise specified, a motion is
passed if more than 50 percent of the attending members vote for it.
3) Requested speeches by members, if any.
4) In the year of election, the Immediate Past – President (IPP) (and the election committee) calls to elect the next
President-Elect.
5) In the year of transition, the President-Elect is sworn in as the new President; the election committee calls to elect
the next President-Elect. The President becomes the new Immediate Past President (IPP). The old Immediate Past
President (IPP) passes all CLTA-FL records (before the current presidential term) of member meetings, meetings of
the Board of Directors, financial book, etc., to the new IPP. IPP is the keeper of the historic records.

Section 3.02. Special Meeting
Special meetings of the Members of the Association may be called at any time by the President or at the request of
four or more Board of Directors or at the request of ten Members. The President shall give notice thereof in the
manner provided in Section 3.04.
Section 3.03. Place and Time of Meetings
Each meeting of Members of the Association shall be held at the place and time specified in the notice or waiver of
notice thereof in the manner provided in Section 3.04.
Section 3.04. Notice of Meetings
Except as at the time otherwise expressly provided by statute, notice of each meeting of the Members of the
Association shall be delivered in any or all the manners such as email, WeChat, mailing, and / or phone calls to each
Member of the Association,   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 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. 
Section 3.05. Quorum
A quorum for the purposes of discussion and hearing reports shall consist of 50 percent of the Members. Should less
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 ballot or by electronically transmitted written communication.
Section 3.06. Organization
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.
Section 3.07. Voting
At each meeting of the Members of the Association, each Member present in person (NOT 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 (NOT by proxy) entitled to vote at the meeting.
 

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01. General Duties
The property and affairs of the Association shall be managed by the Board of Directors. Directors shall pay personal
member dues and serve without compensation. The Board of Directors shall maintain and promote positive liaison
with other relevant organizations with common interests of the Chinese Language Teachers Association – FL for the
purpose of the Association’s development.
Section 4.02. Number of Directors

The number of Directors of the Association shall not be fewer than five (5) or more than eleven(11), or around 10% of
the entire membership as needed, whichever more appropriate. 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 Membership or appointed by the President. The candidates receiving the highest
number of votes shall be declared Directors. The terms of Directors shall be staggered so that in each presidential
term AROUND one third of the seats on the Board fall vacant for members to elect other members or themselves,
one third are the existing Directors, and one third appointed by the new President. No individual may serve a second
term as Director until after the lapse of one presidential term. 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 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 ten 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,
too.
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 or must be called at the request of one
third of (or 4-5) 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 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 any electronic written
communication.
Section 4.08. Resignation
Any Director of the Board may resign at any time by giving written notice to the President or the Board of Directors.
Section 4.09. 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 4.10. 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.

 
 ARTICLE V

 ELECTED OFFICERS OF THE ASSOCIATION

Section 5.01. Elected Officers
The Association shall have a President, President-Elect (P-Elect), and Immediate Past President (IPP).
(1) President.
The President shall serve for ONE TERM of two years, 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
third year. He/she shall act as the chief elected officer of the association, serve as the Chair of the Executive Board,
and preside at other such meetings, and exercise all the duties and responsibilities commonly associated with this
office, except as limited by these Bylaws.
2) President-Elect (P-Elect). 
The President-Elect shall be nominated during the adjournment of the member Meeting of the Association BEFORE
the second year of each President's term. Candidates shall be possibly sitting Members of the Board of Directors
and be elected by the majority of Board Members. If this is impossible, the P– Elect can also be nominated from
valid members by fellow members or oneself. Once elected, the P-Elect serves as the presiding officer in the
absence of the President. 
3). Directors: For each presidential term AROUND 1/3 of the board Directors are created by Members at the
members’ meeting. (More details can be found in Section 4.03.)
Section 5.02. Succession to President
At the conclusion of the President's term, the P-Elect shall become President automatically.
Section 5.03. Succession to Immediate Past President (IPP)
At the conclusion of the President’s term, the President shall become the Immediate Past President (IPP).
(IPP will become a member in the Advisory Committee made up of former presidents of the Association voluntarily
and automatically. 
Section 5.04. Duties of the Elected Officers
The following elected Officers shall be members of the Board of Directors and continue as Directors throughout their
terms in the elected office, irrespective of when their term as a Director would otherwise have ended.
a.   President
The two major goals for the president are to increase membership and to increase sponsorship for the Association.
The President shall preside over all meetings of the Membership, the Board of Directors. The President or the
President's designee shall be the Association's chief spokesperson and representative. The President shall work
closely with the P – Elect in conducting the business of the Association. The President shall appoint around one third
of the Directors of the Board. 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 (IPP) at the end of the President's term automatically.
b.   President Elect (P-Elect)
P-Elect shall assist the President to achieve his/her goals as an “intern” President or Vice President if convenient for
work, serve as Acting President in the absence or incapacity of the President, and shall succeed to the Presidency at

the end of the President’s term automatically and successfully.
c.   Immediate Past President (IPP)
IPP ( and all former presidents) shall be available for advice and counsel to the incumbent President and Board, and
for program consultation to the profession. IPP is also to be the chairperson of the Election Committee and calls for
the nomination and election of the P-Elect.
Every IPP shall, BEFORE the term ends, call to update the by-law in order to contribute his/her leadership
experience, and make sure the new bylaw will be passed at the last member meeting before the IPP retires.
When the President becomes the new IPP, the new IPP shall present an “Appreciation” plaque to the old IPP at the
member meeting. Meanwhile the old IPP shall officially hand all the organization’s historical documents over to the
new IPP: the financial records, the meeting minutes, and the membership forms and all the intangible properties of
the Association.

ARTICLE VI

APPOINTED OFFICERS

Section 6.01. Appointing Officers
The President shall be entitled to appoint or nominate one third of the Board Directors including but not limited to
following Appointed Officers. And the following officers may or are encouraged to hold the position for 2 or more
terms.
Section 6.02. Newsletter Editor
Editor for the Association's newsletter, The CLTA – FL Newsletter. The Editor shall be encouraged to serve a four-
year term or more. The Editor shall:
a.   Produce a high-quality and informative newsletter after each major event or 2 times a year.
b.    Work closely with the President or the executive director in management, production, distribution, and finances
of the Newsletter.
Section 6.03. Webmaster
Webmaster for the Association's home page shall be encouraged to serve a four-year term or more. The Webmaster
shall:
a.   Oversee the design and maintenance of the CLTA –FL website, supervise web assistants, and coordinate server
maintenance and upgrade with the host institution, and serve as liaison between CLTA – FL and the host institution.
b.    Work closely with the CLTA-FL Board of Directors and Officers in coordinating the information presented on the
CLTA-FL website.

ARTICLE VII

RESIGNATION, REMOVAL, OR REPLACEMENT OF OFFICERS, OR DELEGATION OF DUTY

Section 7.01. Removal
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 Advisory Committee (made up of voluntary former presidents) , which must then report its findings to the
Board of Directors before the Board may discuss and vote on removal and replacement.

Section 7.02. Delegation of Responsibility
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.
Section 7.03. Resignation
Any Officer may resign at any time by giving written notice to the President. Advisors of former presidents in the
Advisory Committee are voluntary without any compensation and may resign or not accept by giving written notice.
 

 ARTICLE VIII
STANDING COMMITTEES

Section 8.01.  Advisory Committee
a.   There is an Advisory Committee consisting of 5-7 voluntary former presidents who are willing to serve on the
committee, to provide consultation and support to the incumbent President and the Board of Directors whenever
necessary. The incumbent President needs to be sitting on this Committee for direct and convenient communication.
In case of any issues against the incumbent President or the Board, the Advisory Committee will be where the issue
is escalated to. The Advisory Committee is aim to help steering the organization developing on the right track.
b.    The Advisory Committee shall serve as the P-Elect Election Committee during the election year. Immediate Past
President who shall conduct the election as the Chair of the election committee. The total number of the election
committee shall be in an odd number.
Section 8.02.  Academics Committee
a.   There may be an Academics Committee consisting of P-Elect or a Director, or/and one or more Members of the
Association.
b.    The Academics Committee shall organize programs for the next meeting of the Association.
Section 8.03.  Public Relations Committee
a.    There may be a Public Relations Committee consisting of P-Elect when possible, or/and one or more Members.
b.    The Public Relations Committee shall make all efforts to publish the next meeting of the Association and shall
help to increase the Association’s membership. 

 

ARTICLE IX

FINANCIAL AND CONTRACTUAL MATTERS

Section 9.01. Deposit of Funds
The funds of the Association shall be deposited as the Board of Directors from time to time may determine.
 Section 9.02. Checks, etc.
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.
 
If it happens that the above stated "Officer or Officers or agent or agents of the Association" need(s) to have a
reimbursement for himself / herself or themselves, another person(s), IPP or P-Elect, is to sign the reimbursement.
Section 9.03. Contracts
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.
Section 9.04. Fiscal Year
The fiscal year of the Association shall be the period January 1 to December 31.
Section 9.05. Maintenance of Records
The financial records of the Association shall be maintained by the Immediate Past President (IPP), and it should be
passed down to the next IPP at the beginning of each president’s term. (More details are in Section 5.04c.)
Section 9.06. Audit of Accounts
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.
Section 9.07. Distribution of Assets on Dissolution
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.

ARTICLE X
AMENDMENTS

Section 10.01. Amendment by Members
At any meeting of the Members at which a quorum of 50 percent is present, these by-laws may be altered, amended,
or repealed by a majority of the votes of the Members present in person (not 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.

(Revised 11/4/2017)