Nebraska Distance Learning Association

Bylaws

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 membership meeting or through a mailed ballot. Membership year shall be July 1 through June 30.

Section 2. Prerequisite to Participation. Participation as an officer, committee member, or voting member in the Nebraska 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 date and 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 or called by the President, initiated by a majority vote of the Board of Directors, or upon a petition therefore filed by at least ten percent (10%) of the membership with the secretary. 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 5. Parliamentary Procedure. Membership meetings shall be conducted according to the latest edition of Robert's Rules of Order.

Section 6. Quorum. A quorum shall consist of five percent (5%) of the total membership.

Section 1. Number, Tenure, and Qualifications. The Board of Directors shall consist of the President, who shall assume the office upon the expiration of the term as President-Elect; President-Elect; Secretary; Treasurer; immediate Past President, who shall assume the office upon the expiration of the term as President; and five (5) Directors who shall be elected at large in accordance with the provisions of these Bylaws. The members at large shall be nominated and elected in accordance with the procedures for nomination and election of officers established by Article III, Sections 2 and 3 of these Bylaws. At first election of Directors, two directors shall be elected for a term of one (1) year, and three directors shall be elected for a term of two (2) years. As these initial terms expire, each Director shall be elected for a term of two years. Directors shall take office immediately following the close of the Annual Regular Meeting of the Association following their election and shall serve until their successors are elected and qualified in accordance with the provisions of the Bylaws pertaining thereto.

Section 2. Regular Meetings. At least four regular meetings 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 be mailed, faxed or otherwise electronically delivered 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. 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. If less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. The absence of Past President shall not count against the constitution of a quorum.

Section 6. Vacancies. A director elected appointed by the Board of Directors to fill a vacancy shall be elected appointed 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 is unable to meet in appropriate time to act, the president may be authorized by the Executive Committee to poll the total Board.

Section 1. Officers. The officers of this Association shall be President, President Elect, Past President, Secretary, and the Treasurer, each of whom shall be nominated and elected as hereinafter provided. These officers shall constitute the Executive Committee.

Section 2. Nomination. At least four (4) months prior to the annual membership meeting, the President shall call for nominations from the standing Nomination and Election Committee. It shall be the responsibility of such committee to nominate at least one (1) qualified member in each category to stand for election for each office to be voted upon. 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 regular membership meeting.

Section 3. Election and Term of Office. The Board of Directors shall notify the membership by mail or electronic means, no later than 45 days prior to the Annual Membership meeting, of those nominated for office.

Members in good standing shall have the option to nominate officers or directors by petition. Such petition shall include the signatures of at least five percent of the members in good standing along with the names and proposed office of those to be nominated and

shall be presented to the Board at least twenty days prior to the Annual Membership Meeting. The Secretary shall validate the authenticity of such petition. If a valid petition is presented, the names shall be placed on a ballot and an election will occur at the Annual Membership meeting. If no petition is received within the time allowed, nominations shall cease and those persons nominated shall be declared elected upon ratification by the membership at the Annual Membership meeting. The Past President will count and certify the ballots at the election of the candidates.

The President shall serve for one (1) year and at the end of this term of office as President, he/she shall automatically succeed to a one-year term as Past President.

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 this term of office as President Elect, he/she shall automatically succeed to the office of President. The Secretary shall be elected for a two-year term and shall act as Treasurer for the first year of the Association's existence. At the end of the first year, a separate Treasurer shall be elected for a two-year term, so as to result in staggered terms of office for the Secretary and Treasurer positions. All new officers shall assume their respective positions immediately following the close of the annual regular meeting of the membership and shall continue in office until their successors are elected and qualified.

Section 4. Vacancies. Should any office become vacant, the Board of Directors shall appoint a member of the Board of Directors to complete the unexpired term of office. Should a vacancy occur in the Office of President, the President-Elect shall assume the duties of the President and serve the unexpired term of his/her predecessor and his/her elected term.

Section 5. Duties of Officers. President. The duties of the President shall be to function as the Executive Officer of the Association, to preside at all business meetings and meetings of the Board of Directors, to carry out instructions of the Board of Directors, and to serve as ex officio member on all committees. The President shall have the authority to appoint ex officio members to all standing committees in his/her stead. The President shall represent the Association at any State or National meetings designated by the Board. The Association shall pay fees, meals, lodging, and travel expenses at such attendance up to a maximum as stated in the budget.

President Elect. The duties of the President Elect shall be to serve as Executive Officer in the President's absence. The President Elect shall serve on the Conference Committee and may serve on other committees. The President Elect shall perform other duties as directed by the President or the Board of Directors.

Past President. Upon completion of his/her term as Executive Officer, the President shall preside for one year as Past President, and will advise the newly-elected President on matters related to the operation of the Association; the Past President shall also conduct the election of officers and directors at the Annual Membership Meeting.

Secretary. The duties of the Secretary shall be to keep records of the Association's activities, to forward to the Secretary copies of all committee reports for archival, and to function as parliamentarian for the meetings of the Board of Directors and for the annual meetings of the membership. Provide a report at each meeting of the Board regarding activities undertaken on behalf of the Association by members of the Executive Committee, and any other special or ad hoc committees appointed by the Board currently in service.

Treasurer. 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 Nebraska 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 manage all expenditures in accordance with the annual budget approved and/or otherwise modified by the Board of Directors. The Treasurer shall make available to the Chairperson of the standing Finance Committee a monthly report detailing all activity on the accounts of the Association. The Treasurer, in coordination with the standing Finance Committee shall provide a complete financial report at the Annual Membership Meeting of the Association and work with a tax preparation firm so designated by the Board of Directors in preparing any filings for Federal, State or City taxes.

Section 6. Compensation. Members of the Board of Directors shall receive no compensation for their services to the Association.

Section 1. Standing Committees. Standing Committees may be created at the discretion of the Board of Directors. Such Committees may include Publications, Legislation, Membership, Conference, Nominations and Election, Professional Growth, Awards, Finance, and Public Relations, and such other Committees as may be deemed necessary to carry out the functions of the Association. The Chairperson of each Standing Committee created shall provide reports of Committee activities as requested at meetings 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. The Chairperson shall provide copies of all official correspondence undertaken on behalf of their Committee to the Secretary for archival purposes. Duties of Committees, when created, shall include:

Section 2. Public Relations. The Public Relations Committee shall utilize all appropriate means to acquaint the education and business communities and the lay public with the role and importance of distance learning and its associated technology in educational and training programs. The Committee shall publish the official publications of the Nebraska Distance Learning Association.

Section 3. Legislation. The Legislation 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. The Membership 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. The Nomination and Election Committee shall conduct the Election of Officers and Directors as set forth in the Constitution and Bylaws. Committee members shall serve for one year and are not eligible for consecutive terms. A member of the Board shall be appointed by the President to serve as ex officio member for a term of one year and may not succeed himself or herself.

Section 6. Conference. The Conference 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 two (2) years in advance. Board members may serve as chair.

Section 7. Professional Development. The Professional Development Committee shall promote the professional development of the membership.

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

Section 9. Finance. The Finance Committee shall assist the President by preparing an annual budget and shall assist the organization in developing a sound financial policy. The Committee shall act as advisor to the Treasurer and shall serve as the internal auditor of the Association's accounts.

Section 10. Standing Committees. The Board of Directors may propose the creation of Standing Committees by a majority vote of the Board and shall state the purpose and responsibilities of the Committee for inclusion in the Minutes of the Association. The Board shall initiate an Amendment to revise the Bylaws for inclusion of such a Committee that shall be voted upon at the subsequent membership meeting. The Chair, term, and initial members of the Committee shall be recommended by the President and approved by the Board.

Section 11. Special or Ad Hoc Committee. Special or Ad Hoc Committees may be created by a majority vote of the Board of Directors. The President shall appoint a Chair and member of the Committee to carry out the purpose for which it was created. The Board shall set the duration of the Committee's service and such Committee will be dissolved at the completion of its assignment or at the time specified by the Board.

Section 1. Budget. The annual budget of the Association shall be approved by the Board of Directors and shall be submitted to the Board for consideration by May 15th the first quarterly meeting of the preceding fiscal year. The Executive Committee of the Board has oversight of the approved budget and shall verify before payment that all expenditures are in accordance with the budget. The Secretary shall assist the Treasurer in maintaining accurate records of all financial transactions and in carrying out the routine business of the Association.

Section 2. Budget Amendment. A majority vote of the Board of Directors is required to amend an approved budget.

Section 3. Authorization. The President shall be authorized in the annual budget to spend a monthly sum without the approval of the Board of Directors. Any member who commits the Association to a monetary obligation without approval of the President or the Board shall be liable for the obligation.

Section 1. The headquarters of the Association shall be the office of the President.

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 above provided may be adopted by a majority vote of all the members present and voting at any regular or special meeting of the membership where there is a quorum present.

Formally adopted by a vote of the members on the 14th day of June, 2000.