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PSMLA CONSTITUTION AND BYLAWS

ARTICLE ONE:  NAME

The name of this organization shall be THE PENNSYLVANIA STATE MODERN LANGUAGE ASSOCIATION, hereinafter referred to as PSMLA.

ARTICLE TWO:  PURPOSE

The purpose of the PSMLA shall be to promote the study and teaching of foreign languages and to increase active public interest in them.

ARTICLE THREE:  MEMBERSHIP

Any individual or institution interested in the study or teaching of foreign language may become an active member of the PSMLA by the payment of such dues as may be prescribed in the bylaws.

ARTICLE FOUR:  LOCAL ORGANIZATIONS

Any group of members of the PSMLA residing in a particular geographical area may form a branch or affiliated organization of the PSMLA.

ARTICLE FIVE:  OFFICERS

Article V, Section 1. The officers of the PSMLA shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer.

Article V, Section 2. The Nominations Committee shall present a slate of officers which shall be voted on by the general membership.

Article V, Section 3. All elected officers shall serve a term of two years, beginning and ending on January 1 following the elections, which shall be held in the fall of each year.

Article V, Section 4. The President shall be that individual who served as First Vice President during the preceding term. His/her powers and duties shall be such as usually attached to this office. He/she shall serve as chair of the Executive Council during his/her term of office. Upon completion of his/her term, the President shall serve a two-year term as immediate Past President and shall Chair the Past Presidents' Council.

Article V, Section 5. The First Vice President shall be that individual who served as Second Vice President during the preceding term.

Article V, Section 6. The Second Vice President shall serve as a member of the Membership Committee during his/her term.

Article V, Section 7. The Secretary shall have such powers and duties as usually attached to this office.

Article V, Section 8. The Treasurer shall have such powers and duties as usually attached to this office.

ARTICLE SIX:  REPRESENTATIVES TO OTHER PROFESSIONAL ORGANIZATIONS

Article VI, Section 1. Representatives shall be appointed by the President and approved by the Executive Council to serve as liaison to other professional organizations (e.g., ACTFL, Northeast Conference, PaCIE, and JNCL).

Article VI, Section 2. These representatives shall have voice but not vote as a member of the Executive Council of PSMLA unless they are elected representatives of Council.

ARTICLE SEVEN:  EXECUTIVE COUNCIL

Article VII, Section 1. The Executive Council shall consist of the officers of PSMLA, the immediate Past President, nine PSMLA members that were elected by the membership, Representatives to other foreign language organizations, Exhibits and Advertising Manager, Editors of PSMLA publications, a Parliamentarian and a Historian.

Article VII, Section 2. The Nominations Committee shall present a maximum of two candidates for each Executive Council member vacancy and shall submit such slate to the Executive Council for approval.  Nomination forms shall be made available to the general membership through the PSMLA publications (including the listserv and website).  Upon approval of the candidates by the Executive Council, the Chair of the Nominations Committee shall distribute the slate of nominations and ballots to the general membership. The Chair of the Nominations Committee shall count the votes and inform all candidates of the election results immediately following the Fall Council meeting. Newly elected representatives will meet with the Council at the Fall Conference and will officially take office on January 1. Any retiring council member will serve on council in a transitional position until the end of the Spring Executive Council meeting.

Article VII, Section 3. The elected members of Executive Council shall serve a maximum of two complete terms.  After two terms, the elected members shall be ineligible to be re-elected to the same position but shall be eligible to serve as officers or to work in a service position.

Article VII, Section 4. Three Executive Council members-at-large shall be elected annually for a term of three years. Every effort shall be made to have diverse representation.

Article VII, Section 5. The Business Manager, the Advertising Manager, the Historian, the Representatives to other professional organizations, and the Editors of the PSMLA publications shall be appointed by the President and approved by the Executive Council.

Article VII, Section 6. The Exhibits and Advertising Manager shall serve at the pleasure of the voting members of the Executive Council. He/she shall perform such functions appropriate to the position as the Executive Council may designate. The compensation shall be fixed by the members of the Executive Council. This individual shall have voice but not vote.

Article VII, Section 7. Editors of all PSMLA publications shall serve at the pleasure of the voting members of Executive Council. Any remuneration shall be fixed by the Executive Council. As members of the Executive Council, the Editors shall have voice but not vote.

Article VII, Section 8. The Historian shall serve for a period of five years, subject to reappointment. He/she shall assemble and preserve copies of all publications, printed programs, publicity notices, and such records and correspondence as deemed necessary; he/she shall compile an historical account of the PSMLA and, at the end of each five-year term, submit a written report to the Executive Council; he/she shall serve simultaneously as Archivist of the PSMLA, collecting all materials of use in tracing the history of the organization; he/she shall write a detailed narrative account of all activities of the PSMLA for each five-year period, including detailed descriptions of all conferences (names of hosts, speakers, titles of speeches, attendance, etc.) status of membership, financial situation, significant actions of the Executive Council, results of elections, political action, etc. The results of this research shall be shared with the membership in PSMLA publications. As a member of the Executive Council, he/she shall have voice but not vote.

Article VII, Section 9. The Executive Council shall administer the affairs and determine the policies of the PSMLA, subject to ratification by the whole membership at general meetings.

Article VII, Section 10. The Executive Council shall meet twice a year, in addition to the annual meeting at the fall conference, at the call of the President. It can also meet for reasons of urgency, upon the request of a majority of the Council members, at such time and place as he/she and they may deem advisable.

Article VII, Section 11. It is the obligation of all Executive Council members (both elected and appointed) to attend the three Council meetings.  Any member of the Executive Council who is absent from two of three meetings within a calendar year, without an excuse which is justifiable in the opinion of the Executive Council, shall be asked to resign from the Council immediately. Failing this, he/she shall be dropped from the Council. All records of attendance shall be kept by the Secretary and will be published in the minutes of the meeting.

Article VII, Section 12. The President shall have the power to appoint officers and members-at-large to fill any unexpired term.  These must be approved by a vote of Executive Council.

ARTICLE EIGHT:  COMMITTEES

Article VIII, Section 1. The following standing committees of the PSMLA shall be appointed by the President each year: Awards Committee, Advocacy Committee, Nominations Committee, Finance Committee, Membership Committee, Professional Development Committee, and Conference Committee. The members of these committees shall be chosen with due regard to geographical representation.

Article VIII, Section 2. The First Vice-President shall chair The Finance Committee.  It shall consist of the chair, the president, the immediate past president, the treasurer, the secretary, and the Exhibits and Advertising manager.  The president, if desired, may appoint additional members.  The Finance Committee shall meet at a mutually convenient time before each council meeting to review financial documents, and make recommendations to council on financial matters such as but not limited to advertising and exhibit table rates, dues, compensation/honoraria and expense reimbursement.

Article VIII, Section 3. The Membership Committee shall represent members from various regions of the state. The Second Vice President shall serve as a member of this committee.

Article VIII, Section 4. The Conference Committee shall consist of at least three members. The First Vice President shall serve as an ex-officio committee member and shall receive copies of all committee communications. This committee shall, with the approval of the President, set the conference registration fee, provide programs, speakers, facilities, and publicity for the stated conferences of the PSMLA.

Article VIII, Section 5. The Past Presidents' Council shall consist of those past presidents who wish to remain active in the organization. The immediate Past President shall serve as the Chair. The Council shall serve in an advisory capacity to the Executive Council.

Article VIII, Section 6. The President shall appoint other committees as the occasion may demand, to serve until they shall have discharged their duties.

ARTICLE NINE:  CONFERENCES AND MEETINGS

Article IX, Section 1. An annual conference shall be held at an appropriate place throughout the state.  In addition, special conferences may be convened at the call of the Executive Council.  All members of PSMLA shall be notified at least six months in advance of the time and place for all stated conferences.  Any conference may be altered or canceled for emergency reasons by vote of the Executive Council.

Article IX, Section 2 There shall be at least one business meeting of the general membership to be held in conjunction with the PSMLA state-wide conference.  This will be open to all PSMLA members. 

ARTICLE TEN:  AMENDMENTS

This Constitution may be altered or amended by a majority vote of the Executive Council, subject to ratification by a majority vote of the members.  The members are either:

  1. present at a general meeting of PSMLA, provided that all members shall have previously received timely notice that such action is contemplated, or
  2. by means of an electronic vote, or
  3. by a ballot mailed to them.

BYLAWS

B1. The fiscal and membership year of the PSMLA shall run from January 1 to December 31.

B2. The dues of the PSMLA shall be set by the Executive Council, such action subject to ratification after timely notice by a majority of the membership at a business meeting.

B3. Retired members of PSMLA shall be granted yearly membership in the organization at a reduction of 50% of the regular dues.

B4. Dues are payable annually, on or before January 1, for the ensuing calendar year.

B5. Members shall remit their dues directly to the Secretary of PSMLA.

B6. The active members present at any meeting of the PSMLA shall constitute a quorum for the transaction of business. An active member who is unable to attend any stated meeting may send a proxy to the Secretary, who shall exercise the desires of the absent member as indicated in the proxy.

B7. The Annual Conference and membership meeting shall be held in the fall of the year, at the discretion of the Executive Council.

B8. The sites for the Conferences shall be chosen and approved by the Conference Committee and by the Executive Council with due regard to accessibility, population, and physical facilities.

B9. The Executive Council, based on the recommendations of the finance committee and in concert with the exhibits manager(s) shall set the fees for exhibits and for advertising in the publications.

B10. Representatives to the other professional organizations shall attend their respective conferences and meetings, provide reports to the Executive Council and membership of that organization’s activities in a timely fashion, and publish a report in one of the PSMLA publications.

B11. A copy of all reports and minutes of proceedings shall be kept on permanent file by the Secretary. Minutes of all Executive Council and Membership meetings shall be available to the members of those groups on the PSMLA website within one month of the meeting.

B12. The Treasurer shall file an annual report with the President of the PSMLA BY JANUARY 31. The financial matters of the organization shall be examined annually at the Spring meeting of the Executive Council by the Finance Committee. In alternating years, an external review will also be conducted. This report will be reviewed by the Finance Committee and a summary will be sent to the Council.

B13. PSMLA will annually recognize up to two language educators (one K-12 and one in higher education) who have made significant contributions to the foreign language teaching profession. Criteria are:

  1. a minimum of ten years of teaching, supervisory and/or administrative experience in foreign languages;
  2. 3 years of consecutive membership in PSMLA at the time of nomination; present active involvement in at least one OTHER foreign language organization is highly recommended;
  3. and service to his/her institution and/or scholarly contributions to the profession.

Nominations for these awards will be solicited from the PSMLA membership by the Awards Committee in concert with the Conference Committee. Recipients will receive a plaque at the annual fall conference of PSMLA and recognition in PSMLA publications. These individuals will also be considered as possible candidates for the NECTFL Teacher of the Year Award. Current PSMLA Executive Council members are not eligible to receive the award.

B14. PSMLA may annually confer one to three Merit Awards upon individuals outside the foreign language profession or institutions having rendered exceptional service in the promotion of foreign languages.  Recipients shall receive a plaque at the annual fall conference of PSMLA and recognition in PSMLA publications. Current PSMLA Executive Council members or their institutions are not eligible to receive the award.

B15. A copy of the PSMLA Constitution and Bylaws shall be made available to each member of PSMLA via the PSMLA web site.

B16. Archives, as a function of the position of Historian, shall be established to serve as a repository for all materials of historical value belonging to PSMLA.  These archives shall be housed at a location as determined by the Executive Council.

B17. PSMLA Bylaws may be amended or repealed and proposed bylaws that are not inconsistent with the Constitution of the PSMLA may be adopted by a majority vote of the members that are:

  1. present at a general meeting of PSMLA (provided that all members shall have previously received timely notice that such action is contemplated)
  2. by means of an electronic vote, or
  3. by a ballot mailed to them.

B18. The PSMLA Secretary shall provide the minutes to all Executive Council members within one month after the PSMLA executive meeting.  These minutes, once approved, shall be posted on the PSMLA web site and may be sent out to the membership via the list serv.

B19. The conference chairs will be invited and required to attend all Executive Council meetings in the year prior to the conference that they chair.

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