CHARTERCouncil of Directors of the National Foreign Language Resource Centers
Article 1. NAME
The name of the association will be the "Council of Directors of the National Foreign Language Resource Centers," (the Council).
Article 2. MEMBERSHIP
1. Membership in the Council is automatically offered to all institutions of higher education or consortia of such institutions who have National Foreign Language Resource Centers as designated by the Department of Education under Title VI of the Higher Education Act.
2. The Director, a Co-Director, or a designated senior officer of each Center associated with the institutions of higher education or consortia of institutions mentioned in Article 2.1 are designated as voting representatives to the Council of that institution or consortia of institutions of higher education, so that each Center has only one voting representative. Each representative may designate a proxy to vote in his/her absence.
3. To remain a member in good standing, member institutions must pay the annual dues of the Council within two months of receiving an invoice for such dues.
Article 3. MISSION AND OBJECTIVES
1. The overall mission of the Council is the same as the current authorizing legislation establishing the National Foreign Language Resource Centers. The Council seeks to improve the nation's capacity to teach and learn foreign languages effectively by assisting the Centers in their efforts to carry out authorized activities within a broad spectrum of areas. (See Appendix)
2. The Council seeks to:
a.) facilitate the ability of the Centers to conduct programs in accordance with their objectives, promoting joint efforts by two or more Centers, and pursuing efficiency and synergy in the activities of the Centers.
b.) promote the mission of the Centers to external constituencies and facilitate collaboration with other national organizations which may share their objectives.
c.) serve as an effective means of facilitating communication among the Centers themselves; between the Centers and other Title VI programs with related activities and goals; between the Centers and the broader language community in the United States.
d.) organize periodic meetings of its members in order to discuss means by which the Council's mission may be implemented and its activities coordinated.
Article 4. GOVERNANCE
1. Oversight of the Council shall be the responsibility of the chair of the Council.
2. Duties of Treasurer may be carried out by a voting representative, including the chair, from any sponsoring institution willing to do so.
3. Ad hoc Committees composed of varying numbers of members may be formed at the discretion of the Chair.
Article 5. THE CHAIR
1. The main duties of the Chair are:
a.) to represent the Council to other organizations such as the U.S. government and its agencies, institutions of higher education, professional organizations, the private sector, and the general public.
b.) to coordinate the activities of all ad hoc committees of the Council. The Chair shall be an ex-officio member of all committees of the Council and receive reports from the committees.
c.) to draft an agenda and coordinate plans for the annual meetings of the Council.
d.) to conduct all meetings of the Council.
e.) to engage in negotiations with other agencies or associations when necessary to carry out the business of the Council.
2. Term of office of the Chair is two years, beginning January 1 of the calendar year after election, and ending December 31 of the subsequent year.
Article 6. DUTIES OF TREASURER
1. The voting representative carrying out the duties of Treasurer shall receive dues from the membership and make disbursements, as specified in Article 9.
2. The voting representative carrying out the duties of Treasurer shall submit a financial report at the Fall Meeting of the Council.
Article 7. MEETINGS
1. The Council shall hold at least one Annual Meeting in the last three months of the calendar year (the Fall Meeting) at a time and place chosen by the Council or Chair.
2. The Chair may call additional meetings of the Council as appropriate.
3. The Chair has responsibility for the management of the meetings.
4. The Chair will designate a time period for the Annual Business Meeting of the Council during the Fall Meeting, where any reports from officers will be received and other business of the Council transacted. Attendance at the Annual Business Meeting is restricted to the voting representatives and designated senior officers from each center of the member institutions.
Article 8. ELECTIONS
1. Election of the Chair will normally take place at the Fall Meeting of the Council for terms of two years, beginning January 1 of the calendar year following the election.
2. It is the responsibility of those making nominations to assure prior to the meeting the availability and willingness of those being nominated.
3. The Chair must be chosen from among the voting representatives of the member institutions or consortia of institutions.
4. The candidate receiving a simple majority vote of all voting representatives present and voting at the meeting will be declared elected. If no candidate receives a simple majority, the two candidates receiving the most votes would participate in a run-off election with the candidate receiving a simple majority of all voting representatives present and voting at the meeting declared elected.
Article 9. MEMBERSHIP DUES AND FINANCIAL OVERSIGHT
1. Each member of the Council will pay an annual membership fee of $750. The fee may be changed by a two-thirds vote of the voting representatives, either at the Annual Meeting, or via electronic communications, if necessary.
2. The voting representative serving as Treasurer shall have responsibility for the receipt and disbursement of these funds, and is authorized to open and maintain bank accounts for this purpose, if receipt and disbursement cannot be arranged within a member institution. A report shall be made by the voting representative serving as Treasurer to the membership at the Fall Meeting on the use of the funds for the previous fiscal year, the current financial condition of the Council, and the proposed budget for the current fiscal year.
3. The Chair and Council members will have oversight responsibility for all financial matters of the Council and discretion in the use of these funds to further the Council's goals. The voting representative serving as Treasurer prepares the annual budget for adoption by the Council. No additional disbursements may be made without the written approval of the Chair.
4. The direct costs of Council business conducted by Council officers, the necessary expenses of any professional affiliations, all expenses for the Annual Meeting, for committees, and any extraordinary meeting cost will be paid from these funds.
Article 10. FISCAL YEAR
1. The Council will collect dues and manage its business on the basis of a fiscal year beginning October 1 and ending September 30 of the subsequent calendar year.
Article 13. AMENDMENTS
1. Amendments to the Charter may be made by the following procedure:
a.) the amendment may be proposed by the Chair or by any 3 voting representatives of member institutions.
b.) the amendment is presented to the voting representatives at the Annual Business Meeting or, if the amendment is proposed more than two months before or after the Annual Business Meeting, may be proposed in writing to the Chair.
c.) amendments are declared passed if they receive a positive vote of at least two thirds of the voting representatives at the Annual Business Meeting, or by return ballot to the Chair, in the event of an amendment proposed within two months of that meeting. In the latter case, the Chair will send out a written ballot to voting representatives within thirty days of receiving the proposed amendment; the ballot must be returned to the chair within thirty days from the date the amendment has been mailed.
d.) amendments which are passed take effect ninety days from the date the proposed amendment is received by the Chair.
As amended and approved by the Council of Directors 11/23/97
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