African Distance Learning Association Bylaws



ARTICLE I
Affiliation

Section 1. Name. The name of this organization is the African Distance Learning Association.

Section 2. Affiliation. The African Distance Learning Association will be (is) an affiliate of International Distance Learning Associations, and similar organizations.


ARTICLE II
Membership

Section 1. Qualifications and Dues. Membership may be obtained upon payment of annual dues for the designated membership year in the amounts voted upon by a majority of the membership either at a general meeting or through a mailed ballot. Membership year shall be Jan 1- December 30. Applicants under Article III, Section I of the Constitution shall submit a completed membership application form for consideration by the Board of Directors.

Section 2. Prerequisite to Participation. Participation as an Officer, Committee Member, or voting member in the African Distance Learning Association shall be contingent upon valid membership.

Section 3. Membership Meetings. There shall be one regular membership meeting each year. This Membership Meeting shall be held on a day and at a place designated by the Board of Directors. Notification of the date and place of such meeting shall be given in writing to the members at least thirty (30) days prior to such meetings.

Section 4. Special Meetings. Special meetings of the membership may be held on call by the president, initiated by a majority vote of the Board of Directors, or upon a petitions therefore filed by at least ten percent (10%) of the membership with the Secretary. The date and place of any special membership meeting shall be given in writing by the Secretary to the members at least two weeks prior to the holding of such special meeting.

Section 5. Parliamentary Procedure. Membership meetings shall by conducted according to the latest edition of Robert's Rules of Order.

Section 6. Quorum. A quorum shall consist of five percent of the memberhship.


ARTICLE III
Affiliations and Special Interest Groups

Section 1. Affiliate Membership. Affiliates shall have no fewer that 25 members, no fewer than 10 or 10% of whom. whichever is greater, shall hold valid membership in the African Distance Learning Association.

Section 2. Special Interest Groups. Special Interest Groups shall have no fewer than 25 members, all of whom hold valid membership in the African Distance Learning Association.

Section 3. Annual Reports. Affiliates and Special Interest Groups will report annually to the ADLA Board of Directors, the names and addresses of their officers and members and a written report of the nature and extent of their activities and programs.

Section 4. Financial Assistance. Affiliates and Special Interest Groups may apply for financial assistance from the Association by submitting a formal written proposal.

Section 5. Probation. Affiliates who fail to meet the requirements of Sections 1 and 3 above, or Special Interest Groups wo fail to meet the requirements of Sections 2 and 4 above; shall automatically be placed on probation, and as such will no lonfer be eligible to apply for financial assistance.

Section 6. Termination..


ARTICLE IV
Board of Directors

Section 1. Number, Tenure, and Qualifications. The Board of Directors shall consist of the President, President -Elect, the Secretary, Tresayrer, the immediate Pst President, the Secretary, Tresaurer, the immediate Past President, and six (6) Board of Directors who shall be elected at-large in accordance with these Bylaws. The members-at-large shall be nominated and elected in accordance with the precedures for nomination and election of election of officers established in article 5, Section 3 of these By-laws. At first election of Directors, teo directors shall be elected for a term of one (1) year, and three directors shall be elected for a term of two (2) years, and three directors shall be elected for a term of three (3) years. As these initial terms expire, each Director shall be elected for a term of thre (3) years. Directors shall take office immediatly following the close of the Annual Regular Meeting of the Association following their election and shall serve until their successors are elected and qualified.

Section 2. Regular Meetings. At least 4 regular meeting of the Board of Directors shall be held each year at such times and such places as the Board of Directors may determine. Written notification of the time and place and proposed agenda shall me mailed to the Board of Directors prior to each meeting.

Section 3. Special Meetings. Special Meetings of the Board of Directorsw may be called by or at the request of the President, or a majority of the voting members of the Board. Notice of the time and place of any special meeting shall be given to each director in writing at least three (3) days prior to the date of such special meeting.

Section 4. Parliamentary Procedure. Meetings of the Board of Directors shall be conducted according to the latest edition of Robert's Rules of Order.

Section 5. Quorum. A majority of the members of the voting Directors of the Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn meeting from time to time without further notice.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

Section 7. Informal Action. In the event that Board Action, as opposed to Executive Committee Action, is determined to be needed by the Executive Committee. and the Board of Directors is unable to meet in appropriate time to act, the President may be authorized by the Executive Committee to poll the total Board.


ARTICLE V
Officers

Section 1. Officers. The Officers of this Association shall be a President, President-elect, Secretary, Treasurer, the Past-President , and the PTC Liaison Officer each of whom shall be nominated and elected as hereinafter provided.

Section 2. Nomination. At least four (4 ) months prior to the annual regular membership meeting, the President shall appoint, subject to the approval of the Board of Directors, a Nomination and Election Committee of three (3) members, one of whom shall be designated as the Chair of the Committee by the President. It shall be the responsibility of each committee to nominate at least two (2) qualified members to stand for election for each office to be voted upon. Each nominee shall have indicated a willingness to stand for election and serve if elected. The nominations of the Nominating Committee and Election Committee shall be submitted in writing at least two (2) nonths prior to the annual regular membership meeting. Nominations may also be made from the floor at the annual meeting.

Section 3. Election and Term of Office. The Board of Directors shall cause ballots to be prepared listing each candidate nominated by the Nomination and Elections Committee, and also providing a space or spaces for write in candidates for each office as well. The ballots thus prepared shall be mailed to each member in good standing of the Association at his/her last known address as shown by the records of the Assocaition, which mailing shall be made not later than twenty-one (21) days prior to the deadline for receiving ballots. Each member shall be entitled to vote for each officer to be elected and the candidate receiving a plurality of the votes cast for that office shall be deemed elected. Ballots shall be cast by mail and must be received by the Nomination and Election Committee at least sever (7) days prior to the annual regular member meeting. Ballots received subsequent to this deadline shall be invalid. The ballots shall be counted by the members of the Nomination and Election Committee and the results of the election certified to the President who shall announce the results of the election to the membership. The President shall serve foe one (1) year. The President -Elect shall be elected for a two (2) year term, the first year to serve as President -Elect and at the end of his/her term to office, he/she shall automatically succeed to the office of President. The secretary and treasurer shall be elected for two (2) year terms in alternate years, so as to result in staggared terms of office. All new officers shall assume their respective positions immediately following the close of the annual regular meeting meeting of the membership, and shall continue in office until their successors are elected and qualified.

Section 4. Vacancies. Duties of Officers.


ARTICLE VI
Committees

Section 1. Standing Committee There shall be Standing Committees on Publications, Legislation, Membership. Nomination and Election, Conference and Professional Growth, Awards, Finance, and Public Relations. Each committe shall consist of at least three (3) members recommended to the President and aproved by the Board of Directors. The Chair of a Standing Committee shall designated by the President and approved by the Board of Directors. The Chair of each Standing Committee shall provide reports of Committe Activities at each meeting of the Board of Directors, and shall submit a written report of Committee Activities to the Board of Directors prior to the Annual Meeting of the Association. Unless otherwise specified in the By-laws the terms of Chair shall be staggared over a (3) year period. If a vacancy occurs, it shall be filled by appointment of the President or his/her designee.


ARTICLE VII
Dissolution

In the event of dissolution or termination of a Corporation ,ADLA shall, after the payment of all the liabilities of the Corporation, disposes of all of the assets of the corporation exclusively for the objectives of the corporation, in such a manner, or to such organization or organizations organized exclusively for the facilitation and advancement of high quality education in and/or about Africa, as shall at the time qualify as an exempt organization or organizations under Section 501( C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the ADLA shall determine. Any of such assets not so disposed of shall be disposed of by the Court of proper jurisdiction, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.