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Bylaws

Bylaws of the American Council on the Teaching of Foreign Languages

ARTICLE I. Name, Purpose, Affiliation, and Corporate Seal

A. Name. This organization shall be known as The American Council on the Teaching of Foreign Languages (“ACTFL” or “The Council”), Incorporated.

B. Purpose. Its purpose shall be to promote the interests of foreign language educators, to coordinate the work of its individual and organizational members, and to bring the interests of foreign language teaching and learning to the attention and consideration of other educators, policymakers, the media, parents, students, and the public at large.  This purpose is achieved by:

  1. conducting appropriate meetings for the presentation of professional development sessions, discussion of papers, and discussion of issues important to foreign language education,
  2. sponsoring activities for the purpose of improving the teaching of foreign languages,
  3. publishing appropriate papers, journals, magazines, books, and reports, and
  4. providing educational services to its members.

C. Corporate Seal. The corporate seal of the Council shall have inscribed thereon the name of the organization and the words "Corporate Seal-New York."

ARTICLE II. Membership and Services

A. Any individual, organization or institution interested in foreign language education shall be eligible for membership in the Council.

B. The Board of Directors may establish different types of membership in the Council, determine the fee for each, and designate the publications and benefits included in that membership fee.

C.  All publications shall be approved by the Board of Directors.

ARTICLE III. Officers, Board of Directors, Committees

Section I. Officers

A. Elective Officers. The elective officers of the Council shall be the President, the President-Elect, the Past-President, and the Treasurer.

1. President-Elect, President, Past-President

a) Qualifications.  A nominee for President-Elect must have been a member of the Council continuously during the preceding five years and served on the Board of Directors, as a major committee chair, or in another major leadership role in the profession.

b) Election. The President-Elect shall be elected by the individual members of the Council by mail or electronic ballot and shall be so elected on a regular annual basis.

c) Term of Office

1) The President-Elect shall serve for one year beginning January 1 of the year following election, and then be installed as President the following year.

2) The President shall serve for one year beginning January 1 of the year following his/her year as President-Elect, or until a successor is installed.

3) The Past-President shall serve for one year after his/her term as President has been completed.

d) Compensation. With the exception of the Executive Director, no officer or director shall be compensated for services as an officer or director of the Council.

e) Duties

1) President. The President shall have such powers and perform such duties as pertain to the office of president and such other powers and duties as are provided in these bylaws and the Council’s Policy Manual or as assigned by the Board of Directors. He/she shall preside at all meetings of the Board of Directors and at the annual meeting of the Council. He/she shall appoint all committees, subject to the approval of the Board of Directors, and serve as an ex officio member of all committees.

2) President-Elect. The President-Elect shall be a voting member of the Board of Directors and shall perform such duties as the President or the Board of Directors may assign.

3) Past-President.  The Past-President shall be a voting member of the Board of Directors and perform such duties as the President or the Board of Directors may assign.

f) Absence of President. In the event that the President dies during his/her term or is incapacitated, resigns or is absent, the President-Elect shall assume and exercise all responsibilities and authority of the President and, in the absence of a President-Elect, then the immediate Past President shall assume such responsibilities and authority.

2. Treasurer.  The Treasurer shall be elected by the Board of Directors from among the sitting members of the Board.  The Treasurer shall render such reports as the Board of Directors may request.

B. Executive Director. The Executive Director of the Council shall be the only appointive officer.

l. Appointment. The Executive Director of the Council shall be appointed by the Board of Directors.

2. Term and compensation. The Executive Director shall be appointed for a term and compensated as designated by the Board of Directors.

3. Duties. The Executive Director shall be the chief executive and operating officer of the Council and shall exercise general supervision over the day-to-day affairs of the corporation.  The Executive Director shall endeavor to carry out the policies formulated by the Council, the Board of Directors, and the Executive Committee. He/she shall keep a record of the proceedings of all business meetings of the Council and of the Board of Directors and of the Executive Committee, and shall be the official custodian of all such records and of the seal of the Council. The Executive Director serves as an ex officio, non-voting, member of the Board of Directors and shall be present (or have a designated representative present) at all meetings of the Board and the Executive Committee.

Section II. Directors

A. Number. In addition to the officers, including the Executive Director, who shall not have voting privileges, there shall be twelve directors of the Council.  Seven of the directors shall be at-large directors elected by the members of the Council.  Each of the five regional organizations appoints one of the five remaining directors.

B. Qualifications. A nominee for director must have been a member of the Council continuously during the preceding three years and have served on a committee of the Council, in another leadership role in the Council, or in a leadership role in an affiliated group, or leadership role in the profession.

C. Election. The at-large directors shall be elected by the individual members of the Council by mail or electronic ballot. At least one at-large director shall be elected each year and, in any given year, such other directors may be elected as may be necessary to maintain a Board with seven elected at-large directors on a triennial rotation basis.

D. Tenure. The elected and appointed directors shall serve for a term of three years or until their successors are installed.

Section III. Board of Directors

A. The voting members of the Board of Directors shall consist of all the elected at-large directors, the directors representing the five regional organizations, and all of the officers other than the Executive Director, who shall be a nonvoting member.

B. Duties. The Board of Directors shall have general supervision of the activities of the Council, supervise the expenditure of funds, fix the salary of the Executive Director, provide insurance for officers, fill vacancies ad interim in any office or on the Board of Directors, and make all appointments not specifically delegated to the President.

C. Resignation and Removal.  Any member of the Board of Directors may resign at any time by sending written notice of such resignation to the Board.  Any member of the Board may be removed, for cause, by a majority vote of the Board of Directors.

D. Vacancies.  Any vacancy in the Board of Directors occurring by reason of death, incapacity, disqualification, resignation, or removal of a member of the Board, may be filled by the vote of the majority of the members of the Board in office even though that number may be less than a quorum.  Each member elected by the Board to fill a vacancy shall hold that office for the remainder of the unexpired term of the director being replaced.

Section IV. Committees

A. The Executive Committee of the Board of Directors shall consist of the President as chair; the immediate Past President, the President-Elect, the Treasurer and, as a nonvoting member, the Executive Director.

l. Duties. The Executive Committee shall act for the Board of Directors when the Board is not in session and shall report actions taken as a committee at the next meeting of the Board.  It shall also act in an advisory capacity to the President.

B. A Nominating Committee shall be appointed each year by the President.

C. The President shall, subject to the approval of the Board of Directors, appoint whatever standing and special committees are deemed necessary to carry out the purposes of the Council.

D. The Board of Directors may organize itself by forming such other committees as it may designate from time to time for the purpose of facilitating the work of the Board. 

ARTICLE IV.  Affiliated Organizations and Delegate Assembly

A. Any organized group of educators of foreign languages, any group of individuals preparing to become teachers of foreign languages, or other organization may petition the Board of Directors to become affiliated with the Council. The Board shall specify the conditions under which such affiliation may take place.

B. An affiliated organization shall be entitled to send a delegate to the Delegate Assembly.  All such delegates must be individual members of ACTFL and members of the affiliated organization.

C. The Delegate Assembly shall be a non-voting advisory body comprised of representatives from affiliated organizations. The Assembly shall hold a meeting at the time of the Annual Meeting of the Council, and shall serve as a forum for considering and responding to the activities and policies of the Board of Directors and the Council, and may make recommendations to the Board of Directors regarding the activities and policies of the Council.  The President, Treasurer, and Executive Director of ACTFL will provide to the Delegate Assembly reports of the past year’s activities and plans for the future of the Council.

ARTICLE V. Meetings, Quorums, Rules of Order

A. The Council shall hold at least one meeting each year, which shall be called the Annual Meeting, at such time and place as the Board may direct. There shall be a Delegate Assembly of the Council in conjunction with the Annual Meeting.

B. Special meetings of the Council shall be called by the President under the authorization of a majority of the members of the Board of Directors. Notice of a meeting of the Council shall be given to the individual members by the Executive Director at least thirty days prior to the date set for said meeting.

C. At any meeting of the Council, a quorum shall consist of the lesser of 100 voting members or 10% of the voting members present in person or by proxy.

D. The Board of Directors shall hold a meeting at the time of the Annual Meeting. Additional meetings of the Board shall be held at the call of the President or on the written request of two-thirds of the voting members of the Board. Notice of any meeting of the Board other than regular meetings herein provided shall be given to each member of the Board at least fifteen days prior to the date set for such meeting.

E. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business.

F. An announcement inviting the individual and affiliate members of the Council to suggest nominees for elective offices shall be published in an appropriate publication of the Council at least six months prior to the election. There shall be placed in nomination at least two persons for each elective office, and the Board shall instruct the executive director to mail ballots or provide for electronic voting for all individual members at least sixty days before the Annual Meeting. A date for the closing of the balloting shall appear on the printed ballot or in any electronic voting system.

G. Roberts Rules of Order, Revised, shall govern the conduct of all meetings of the Executive Committee, Board of Directors, and the Council.

H. Wherever these bylaws provide for nonvoting members of the Board of Directors, the Delegate Assembly, or any committee, such members shall have all rights and authority of their office except the right to vote or any other right expressly limited by these Bylaws to voting members. The rights of nonvoting members include, but are not limited to, the right to introduce motions and to engage freely in discussion of pending matters.

ARTICLE VI. Indemnification

A. ACTFL shall (1) indemnify any person made a party to an action by or in the right of the corporation to procure a judgment in its form by reason of the fact that he or she, his or her testator or intestate, is or was a director or officer of the corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with the defense of such action, or in connection with an appeal therein; and (2) indemnify any person made, or threatened to be made, a party to any action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, by reason of the fact that he or she, his or her testator or intestate is or was a director or officer of the corporation, or served any other corporation, partnership, joint judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, in each case to the fullest extent possible under Sections 721 through 726 of the Not‑for‑Profit Corporation Law or the successor indemnifications provisions of that law or any successor statute by which the activities of the corporation are governed.

ARTICLE VII. Amendments

These Bylaws may be amended or repealed, and new Bylaws may be adopted by resolution adopted by a majority of the entire Board of Directors at any regular or special meeting, and any Bylaw or amendment to the Bylaws adopted by the Board of Directors may be amended or repealed by the Board.  Any Bylaw so amended or repealed by the Board may be reinstated by vote of the Individual Members entitled at the time to vote for the election of members of the Board of Directors, in which case the Board of Directors shall not thereafter take any action with respect to the Bylaws which is inconsistent with the action so taken by vote of the individual members.

Adopted by the Board, November 2006