ByLaws

Article I - Affiliation
Article II - Membership
Article III - Affiliates
Article IV - Board of Directors
Article V - Officers
Article VI - Committees
Article VII - Advisory Board
Article VIII - Amendments
Article IX - Miscellaneous

ARTICLE I

Affiliation

Section 1.
Affiliation. The Arkansas Distance Learning Association (ARDLA) shall be an affiliated Chapter of the United States Distance Learning Association (USDLA).

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ARTICLE II

Membership

Section 1.
Qualifications and Dues. Membership in the ARDLA 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. Annual dues shall be $35.00 for individuals, $100.00 for organizations, and $15.00 for students. The membership year shall be January 1st through December 30th. Applicants under Article III, Section I on the Constitution shall submit a completed membership application form.

Section 2.
Prerequisite to Participation. Participation as an officer, committee member, or voting member in the Arkansas Distance Learning Association shall be contingent upon valid membership. Participation as president shall be contingent upon valid USDLA membership.

Section 3.
Membership Meetings. Meetings of the membership may be held or called by the President, initiated by a majority vote of the Board of Directors, or upon a petition filed with the Secretary by at least ten percent of the membership.  The date and place of any such 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 4.
Annual meeting/conference. An annual meeting and/or conference of one or more days shall be held each year.

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

Section 7.
Quorum. A quorum shall consist of five percent (5%) of the membership.

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ARTICLE III

Affiliates

Section 1.
Special Interest Groups (SIG). SIGS, if established, shall have no fewer than 15 members and  may hold valid membership in the Arkansas Distance Learning Association.

Section 2.
Annual Reports. SIGS will report annually to the ARDLA Board of Directors the names and addresses of their officers and members and written report of the nature and extent of their activities and programs.

Section 3.
Financial Assistance. SIGS may apply for financial assistance from the Association by submitting a formal written proposal.

Section 4.
Probation. SIGS which fail to meet the requirements of Sections 1 and 2 above shall automatically be placed on probation, and as such will no longer be eligible to apply for financial assistance.

Section 5.
Termination. A) SIGS which remain on probation for one full year will automatically be terminated from SIG status with the Association. B) SIGS which vote to request dissolution of their status with the Association, may be so terminated by a majority vote of the ARDLA Board of Directors. C) SIGS may be terminated from their status with the Association at any time, for good and sufficient reason, by majority vote of the ARDLA Board of Directors.

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ARTICLE IV

Board of Directors

Section 1.
Number, Tenure, and Qualifications. The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and immediate Past President. The Executive Committee consists of the Board of Directors and all Board approved Committee Chairs.

Section 2.
Regular Meetings. At least four regular meetings of the Board of Directors shall be held each calendar 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 be mailed to the members of the Board of Directors prior to each meeting.

Section 3.
Special Meetings. Special meetings of the Board of Directors 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.
Parlimentary 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 Board of Directors shall constitute a quorum for the transaction of business at any meeting. However, if less than a majority is present at a meeting, a majority of the Directors present may adjourn such meeting from time to time without further notice.

Section 6.
Vacancies. Any vacancy occurring on 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.

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 is unable to meet in appropriate time to act, the President may be authorized by the Executive Committee to poll the total Board.

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ARTICLE V

Officers

Section 1.
Board of Directors. The Board of Directors of this Association shall be the President, Vice President, Secretary, Treasurer, and the immediate Past President, each of whom shall be nominated and elected as hereinafter provided.

The Executive Committee.  The Executive Committee is compiled of all Board approved Committee Chairs.  Executive Committee members will attend the four quarterly Board of Director meetings (Article IV-Section 1)

Each Chair will submit an individual committee report at the quarterly meetings.  If unable to attend, the Committee Chair shall submit a written report prior to the meeting.

Committee Chairs are Ex Officio members of the Board of Directors.

Section 2.
Nomination. At least three (3) months prior to the annual regular membership meeting, the President shall appoint 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 such committee to nominate at least two (2) qualified members to stand for election for each office to be voted upon, unless only one candidate can be identified. Each nominee shall have indicated to the Committee a willingness to stand for election and to serve if elected. The nominations of the Nomination and Election committee shall be submitted in writing to the Board of Directors for approval at least two (2) months prior to 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 Election Committee, and also providing a space or spaces for a write-in candidate or candidates for each office as well. The ballots thus prepared shall be distributed to each member in good standing of the Association at the Annual Meeting. Each member shall be entitled to one 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 at the Annual Meeting, and any ballots received subsequent to this deadline shall be invalid. The ballots shall be counted by the members of the election committee and certified to the President, who shall announce the results to the membership during the Annual Meeting. All terms of office for officers of this Association shall begin on January 1st and end on December 30th, unless such term begins on another date so as to fill a vacated officer position. The President and Vice President shall each serve for one (1) year. The Secretary and Treasurer shall also be elected for one-year terms. All new officers shall assume their respective positions on January 1st.

Section 4.
Vacancies of Office. Should the offices of Secretary or Treasurer become vacant, the Board of Directors shall appoint a member to complete such term of office. Should a vacancy occur in the Office of President, the Vice President shall assume the duties of the President and serve the unexpired term of his/her predecessor. The Board shall then appoint a member of ARDLA to assume the duties of the Vice President. Should the elected Vice President resign, the Board of Directors shall appoint an interim Vice-President to serve until the next election.

Section 5.

Duties of Officers.
A. The duties of the President shall be to function as the Chief Executive Officer of the Association, to preside at all business meetings and meetings of the Board of Directors, and to carry out the instructions of the Board of Directors. The President shall represent the Association at any State or National meetings designated by the Board or to which he/she is invited for association business. 

Expenses such as attendance/registration fees, lodging, meals, and travel up to a maximum as stated by the budget shall be paid by the Association.

For emergency situations, the president is allowed a discretionary fund not to exceed $200.00 without board approval.

B. The duties of the Vice President shall be to serve as Chief Executive Officer in the President's absence. The Vice President shall serve on the committees and perform such other duties as delegated by the President and/or the Board of Directors.

C. The duties of the Secretary shall be to keep records of all membership and Board of Directors meetings, and to perform such other duties as are delegated by the President and/or the Board of Directors.

D. The duties of the Treasurer shall be to collect all dues and other accounts due the Association, and deposit such funds in the name of the Arkansas Distance Learning Association in a financial institution approved by the Board of Directors. The treasurer will keep accounts of the sources of all income and the purposes of all expenditures, and provide a complete financial report as of December 30th of each year.

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ARTICLE VI

Committees

Section 1.
Standing Committees. When determined as necessary by the Board of Directors, Standing Committees may be established on Publications, Legislation, Membership, Nomination and Election, Conferences, Professional Development, Awards, Finance, and Publicity. Each Committee shall consist of at least (3) members recommended by the President and approved by the Board of Directors. The Chair of a Standing Committee shall be designated by the President and approved by the Board of Directors. The Chair of each Standing Committee shall provide reports of Committee activities at each meeting of the Board of Directors prior to December 30th of each year. Unless otherwise specified in the Bylaws, terms of members shall be staggered over a three (3) year period. If a vacancy occurs, it shall be filled by appointment of the President or his/her designee.

Section 2.
Publications. This Committee shall publish the official publications of the Arkansas Distance Learning Association and also be responsible for the ARDLA Website on the Internet.

Section 3.
Legislation. This Committee shall keep the membership apprised of pending legislative developments and proposals which may affect the stated purposes of the Association, shall recommend action for Board approval, and shall carry out other directives of the Board.

Section 4.
Membership. This Committee shall maintain accurate records of the membership, and shall in all appropriate ways, urge those eligible to become members of the Association.

Section 5.
Nomination and Election. This Committee shall conduct the Election of Officers and Directors as set forth in the Constitution and Bylaws. Committee members shall be appointed for one year and are not eligible for consecutive reappointment.

Section 6.
Conferences. This Committee shall plan, organize and conduct the annual conference of the Association. The Committee shall recommend to the Board for approval a date and site for the conference at least one (1) year in advance. The Committee members shall be appointed for one year and are eligible for reappointment. Board members may serve as chair.

Section 7.
Professional Growth. This Committee shall promote the professional development of the membership and distance learning practitioners generally.

Section 8.
Awards. This Committee shall designate those persons who shall be honored by the Association as directed by policies set by the Board.

Section 9.
Finance. This Committee shall advise the Board on fiscal matters and prepare the annual budget of the Association. The President shall serve as Chair. The Treasurer shall be a member.

A sub-committee will be established to seek funding for the annual conference.  The treasurer will be a member of this committee.

Section 10.
Publicity. This Committee shall utilize all appropriate means to acquaint the education community and the lay public with the role and importance of distance learning and its associated technology in educational and training programs.

Section 11.
Other Standing Committees. When the Board of Directors creates a Standing Committee, it shall state the purpose and the responsibilities of the Committee for inclusion in the Minutes of the Association. The Board of Directors shall initiate an Amendment to revise the Bylaws, to be voted upon by the Board of Directors. The Chair, term, and initial members of the Committee shall be recommended by the President and approved by the Board.

Section 12.
Special or Ad-Hoc Committee. When a special or Ad-Hoc Committee is created by the Board, the President shall appoint a Chair and a member of the Community to carry out the purpose for which it was created.

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ARTICLE VII

Advisory Board

Section 1.
Function and Authority. This Chapter shall receive advice and guidance in its operations from a Board of no more than six volunteer advisors who have significant professional experience in distance learning and who may or may not be residents of Arkansas. Membership in this Chapter shall not be a requirement for members of the Advisory Board, but USDLA membership shall be a requirement.

Section 2.
Appointment and Tenure. Any member may propose to the Board of Directors the name of a potential Advisor.  Each Advisor shall be appointed for a period of one year, which may be renewed by the Board of Directors.

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ARTICLE VIII

Amendments

Section 1.
Initiation of Amendment. Amendments to these Bylaws may be initiated by the Board of Directors or by a Committee authorized by the Board of Directors for the purpose of recommending Amendments to the Bylaws, or by a petition signed by five percent (5%) of the membership directed to the Board of Directors setting forth the proposed Amendment.

Section 2.
Adoption. An amendment initiated as herein provided may be adopted by a majority vote of all the members present and voting at any regular or special meeting of the membership.

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ARTICLE IX

Miscellaneous

Section 1.
Mailing. In all instances within these Bylaws where the words mail or mailing are used, it is intended that this refers to either electronic mail (e-mail) or U.S. postal mail.

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