CoTESOL Governance

CoTESOL ByLaws

COLORADO TEACHERS OF ENGLISH TO SPEAKERS OF OTHER LANGUAGES


Article I: Name 


The name of this association shall be Colorado Teachers of English to Speakers of Other Languages (CoTESOL). It shall be referred to in these ByLaws as CoTESOL. CoTESOL is a not-for-profit professional association for those concerned with the teaching of English as an additional language. It is an affiliate of TESOL International Association, Teachers of English to Speakers of Other Languages, and may associate with other teaching associations as appropriate. 


Article II: Purpose


Section 1. The purposes of CoTESOL are the following: 

  1. To promote and uphold professional standards in English language teaching;
  2. To further professional development of professionals working with multilingual learners of English;
  3. To encourage member participation in professional discourse, and support practitioner collaboration, networking, leadership and research;
  4. To disseminate research and resources to advance professional knowledge;
  5. To advocate and foster respect for multilingual learners of English and the professionals who serve them.


Section 2. CoTESOL is organized exclusively for educational, professional learning, and advocacy purposes related to the teaching and learning of English as an additional language. 


Section 3. CoTESOL is qualified as exempt from taxation as a corporation organized for the charitable, scientific, literary or educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code (the "Code").  CoTESOL may carry on any other lawful activity consistent with its Articles of Incorporation, these Bylaws and the Colorado Revised Nonprofit Corporation Act (the "Act"). CoTESOL may establish professional relations with other organizations. 


Section 4. Notwithstanding any other provision of these articles, the association shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). 


Section 5. All monies of the association shall only be disbursed in support of the purposes and mission of this association and shall not be disbursed to any association board members, members, or private individuals for reasons beyond the purpose and mission. The organization may pay reasonable compensation for services provided and may use its funds to support its mission with the approval of the CoTESOL Board. 


Section 6. The association will not take part in any political campaign, either in support of or against a candidate for public office. 


Article III: Membership


Membership in CoTESOL is open to individuals concerned with the activities described in Articles I and II and who pay annual dues as established by the CoTESOL Board. The members are afforded, but are not limited to, the following rights and privileges of membership: vote for the CoTESOL Board members, receive the newsletter, receive special rates at CoTESOL Fall convention and Spring conference, and be eligible to hold office on the CoTESOL Board.


Section 1: Membership and Dues


  1. Membership shall be for a full one-year period, beginning with receipt of dues. 
  2. The dues shall be established annually by a majority vote of the CoTESOL Board. 


Section 2: Membership Standing and Termination of Membership


A member is considered to be in good standing if they have paid annual dues. Members in good standing are entitled to vote, serve on the board of directors, and access member events, rates, and resources. Membership may be terminated by the Board of Directors for non-payment of dues.


Article IV: Board of Directors


Section 1. Duties. The Board of Directors shall constitute CoTESOL’s governing body. The Board shall have oversight responsibilities for all of CoTESOL’s operations, finances, policies, and membership affairs. 


Section 2. Members. The Board of Directors shall consist of voting and non-voting members. Members of the CoTESOL Board must be members in good standing of CoTESOL.


Voting Directors are unpaid and shall include: 

  1. Directors elected by the members, which include: SIG Chairs, Communications Liaison, Exhibitor Coordinator, and Members-at-Large
  2. Unpaid members of the Executive Committee, which includes the Vice President, the President, and the Past President. 


Non-voting members are paid and shall include the following members of the Executive Committee: 

  1. Treasurer 
  2. Membership and Outreach Coordinator


Section 3. Terms. All terms shall be from January 1 through December 31. Any Board member may apply for a new position on the Board after their term ends. 


Term lengths of unpaid Board members are as follows: 

  1. Vice-President, President, and Past President serve 1-year terms
  2. Secretary serves a 2-year term with the option to extend for one more term
  3. SIG Co-Chairs serve a 2-year term with the option to extend for one more term
  4. Communications Liaison and Exhibitor Coordinator serve a 2-year term with the option to extend for one more term
  5. Members-At-Large serve a 1-year term with the option to extend for one more term


Term lengths of paid Board members are as follows:

  1. Treasurer serves a 2-year term with the option to negotiate additional time on the contract
  2. Membership and Outreach Coordinator serves a 2-year term with the option to negotiate additional time on the contract



Section 4. Resignation. Any Director may resign at any time by giving written notice to the President or the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof by the President or the Board of Directors. 


Section 5. Roles and Responsibilities of Board Members


All Board members shall be responsible for promoting association membership and assisting in the organization of the Fall convention.


The President Shall: 

  • preside at all meetings of the association and all meetings of the CoTESOL Board;
  • notify the CoTESOL Board of Board meetings;
  • prepare the agenda and conduct meetings of the CoTESOL Board;
  • establish standing or ad-hoc committees as necessary, subject to the approval of the CoTESOL Board;
  • Leads the planning and execution of the annual Fall convention and other professional development events;
  • provide leadership for the association at the annual TESOL Convention and at regional TESOL meetings, or with CoTESOL Board approval, appoint another representative to represent CoTESOL as needed;
  • works with the Treasurer to prepare budgets and manage CoTESOL finances;
  • supports the Vice President and convention chairperson as necessary.


The Vice President Shall: 

  • assist the convention chair in planning and coordinating the program for the annual convention; 
  • serve as President of the association in the absence of the President; 
  • assist the President as requested; 
  • become the President after their one-year term as Vice President and continue for an additional year as Past-President; 
  • attend the affiliate leadership workshop and the affiliate council meeting at the TESOL International Convention, or with CoTESOL Board approval, appoint another representative to represent CoTESOL as needed.


The Past President Shall:

  • be a member of and serve as an advisor to the CoTESOL Board; 
  • run meetings when the President and Vice President cannot be present; 
  • oversee the annual election of new Board members, including the solicitation of nominations and preparation and distribution of the ballot. 


The Treasurer Shall: 

  • be responsible for all the financial business of the association, which may include creating a budget, invoices, signing contracts, collecting dues and convention registration fees, paying bills as approved by the CoTESOL Board, plus the payment of affiliate dues to TESOL International Association;
  • submit an update of CoTESOL  finances for each meeting of the CoTESOL Board
  • make an annual budget presentation to the CoTESOL Board; 
  • present a budget report at the Annual Business Meeting; 
  • cooperate with CoTESOL CPA to make sure tax documents are submitted in time each year
  • ensure IRS and Colorado reports are filed on time;
  • maintain all bank accounts and investment records, for at least seven (7) years.


Membership and Outreach Coordinator: 

  • create and manage the registration process for all annual events;
  • oversee the maintenance of an up-to-date list of membership of the association;
  • send a timely reminder to members to renew their membership;
  • actively promote the association in an effort to recruit and maintain members;
  • seek input as needed from current and former members to ensure member satisfaction and retention;
  • make an annual membership report to the Board and membership;
  • serve as official liaison and report required affiliate information between CoTESOL and TESOL International Association, as well as other affiliates as requested;
  • coordinate outreach efforts with the Communications Liaison(s);
  • ensure website functionality and perform software updates;
  • monitor, assess, and report on website performance;
  • ensure domain registration and hosting are current;
  • develop and/or update content on the website.


The Secretary Shall:

  • take minutes at all CoTESOL Board meetings, as well as the Annual Business Meeting and Board retreats;
  • disseminate information from the Annual Business Meeting to all members in the newsletter following the meeting;
  • manage the voting at Board meetings;
  • assist the Past President with the annual election of new Board members;
  • archive historical documents of the organization
  • maintain organized filing and storage of association documents in the CoTESOL shared drive.


Communications Liaison(s) Shall:

  • collect and edit articles for publication in the CoTESOL Newsletter;
  • market the association and related events through social media;
  • coordinate outreach efforts with the Membership and Outreach Coordinator.


SIG Chairs Shall: 

  • engage CoTESOL members in ongoing professional development;
  • contribute to the newsletter;
  • promote the organization through professional networks and social media;
  • highlight the content for their respective SIGs throughout the year, including but not limited to the selection of convention SIG speakers and convention proposal review


Members-At-Large Shall:

  • support Special Interest Group Chairs and any standing committees as needed; 
  • act as liaisons in both their geographic areas and their areas of expertise; 
  • act as area representatives to members and prospective members of CoTESOL; 
  • serve on any committees as needed, specifically participating in the formation and functioning of the Conference Committee, Awards Committee, and other committees as created; 
  • provide a transition between incoming and outgoing officers of the CoTESOL Board; 
  • assist the newsletter editor by submitting or securing the submission of articles from others for the newsletter; 
  • recruit colleagues to accept nominations for positions on the CoTESOL Board.


Exhibitor Coordinator Shall: 


  • represent the organization to publishing companies and other vendors whose services would be useful to the membership;
  • arrange for the exhibitors’ participation in the annual professional meetings through booths, sponsorships, and advertisements;
  • communicate effectively with exhibitors during annual professional meeting planning;
  • assist exhibitors with set-up at the convention;
  • collect materials for and manage the professional meeting raffle;
  • organize exhibitor dinners at annual professional meetings;
  • act as liaison between exhibitors and the President.

 


Section 6. Other leadership roles in the association may be fulfilled by CoTESOL Board members or by CoTESOL members as appointed by the CoTESOL Board. These positions may include, but are not limited to, conference planning committee, nominating committee, and ad hoc committees. 


Section 7. A member of CoTESOL must have served for at least one year on the CoTESOL Board, within the past five years, before being eligible to serve as Vice President.


Section 8. A majority (over 50%) of the CoTESOL Board shall constitute a quorum with the power to act for the association on all matters requiring attention between annual meetings.


Section 9. It is the responsibility of the CoTESOL Board members to attend all meetings of the Board. If, for any reason, a member of the CoTESOL Board cannot attend a meeting, they must notify the President. After four absences in a calendar year for any reason, a member of the CoTESOL Board may be considered to have vacated their office and may be removed by a majority vote of the CoTESOL Board. 


Section 10. Negligence of Duties: If a Board member does not adequately perform the duties assigned to that position, the Board may replace that person through the procedures for filling vacancies (Section 11).


Section 11. In the case of a Presidential vacancy, the Vice-President shall assume the Presidency and shall complete the remainder of the terms of both Vice-President and President positions. If a vacancy occurs in any other office, it shall be filled by a majority vote of the CoTESOL Board. The successor shall hold office for the remainder of the unexpired term. 


Article V. Meetings


Section 1. In keeping its affiliate agreement with TESOL International Association, CoTESOL shall hold an annual business meeting, which will be open to the general membership. This meeting will be held at the annual Fall convention or at such a time and place as the CoTESOL Board shall determine, taking into consideration the suggestions of the general membership. 


Section 2. The Board of Directors will meet at least once a quarter.


Article VI. Elections 


Section 1. Candidates for elected officers of CoTESOL shall be members of CoTESOL in good standing at the time of their nomination. 


Section 2. Nominations for open CoTESOL Board positions may be made through self-nomination or other nomination, with the permission of the nominee. If nominations are not sufficient, a nominating committee consisting of at least three persons may be appointed by the CoTESOL Board. The Past-President shall serve as Chair of the committee, or if nominations are sufficient, they shall oversee the nomination process. It shall be the function of the committee to solicit nominations from the membership and to prepare a slate for the following annual election. The slate shall consist of one or more nominations for each office. The nominating committee shall report the names of the nominees to the CoTESOL Board at least 30 days before the next annual election. 


Section 3. The Executive Committee or a nominating committee shall ascertain that all nominees are willing and eligible to serve, and that they are members in good standing of CoTESOL. 


Section 4. Election shall be by electronic secret ballot by the CoTESOL membership. Newly elected Board members will be announced at the annual business meeting.


Article VII. Dissolution Of The Association


In the event of dissolution, the Board of Directors shall determine the residual assets of the organization that shall be turned over to TESOL International or one or more organizations which themselves are exempt as organizations described in sections 501 (c) (3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the Federal, State, or local government for exclusive public purpose.


Article VIII. Amendments


Section 1. Revisions to the ByLaws must be ratified by at least two-thirds of the members in good standing who respond to an electronic poll or a vote at the annual meeting. 


Section 2. Proposed amendments to the ByLaws must be submitted in writing to the Board of Directors at least two weeks prior to a Board meeting. They must first be approved by a majority of the members of the CoTESOL Board or submitted to the President in a petition signed by at least 15 members in good standing. Any such proposed amendment shall be distributed to all the members in the newsletter before the amendment is voted on. To become effective, the proposed amendment must be ratified by at least two-thirds of the members in good standing who respond to an electronic poll or a vote at the annual meeting. 


Section 3. Approved amendments must be added to the CoTESOL ByLaws in this Article or in other Articles related to the content of the amendment. They must be clearly labeled as an Amendment with the date the amendment was approved.