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IAL Constitution
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PREAMBLEWe envision a world in which all human beings experience the joy and fulfillment of lifelong learning. We understand that the true meaning of education is to draw out, not to pour in, and we know that learners who create meaning, make connections, and discover value for themselves will achieve their highest potential. We believe that the highest goal of education is to transform our limiting beliefs about ourselves and what we can accomplish in the world.
Article 1 NAMEThe name of this organization is the International Alliance for Learning (hereafter referred to "IAL"). It is an association open to both individual members and affiliated Network organizations from around the globe.
Article 2 PURPOSEThe International Alliance for Learning exists to develop the capacity of people and organizations worldwide to design and implement Accelerated Learning programs and strategies that enable each person to achieve their highest potential. It is organized exclusively for charitable and educational purposes within the meaning of section 501 (c) (3) of the United States Internal Revenue Code.
Article 3 MEMBERSHIP Membership is available to any individual worldwide. Corporate and organizational memberships are offered to schools, organizations and companies, worldwide which align with the purpose of the Alliance.
Article 4 BOARD OF DIRECTORSThere shall be two classes of Board members: Elected members and Appointed members. The Board of Directors shall consist of not less than 10 elected members (the five officers and five other elected members of the IAL Board. Additional Board members representing Alliance Network organizations (if any) may be appointed to the Alliance Board by those organizations using the process described in the Alliance Bylaws.
Article 5 OFFICERSThe officers shall be a Board Chair, Secretary, Treasurer and two Vice Chairs. These officers shall make up the Executive Committee. Only persons who have been elected to the Board by the Alliance membership shall be eligible to serve as officers.
Article 6 POLITICAL LIMITATIONS No substantial part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation and the organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Article 7 DEDICATION/DISSOLUTION The property of the International Alliance for Learning is irrevocably dedicated to charitable purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private persons.
Article 8 AMENDMENTSSection 1. This constitution shall be amended by a simple majority vote of active members voting. Section 2. Voting is conducted by mail, facsimile, email/internet or at the annual meeting. Section 3. Notice of amendments or changes to the constitution or bylaws shall be made at least one month in advance of the voting date and shall be made in the member newsletter, website, or other regular publication which members receive as part of their membership.
Article 9 BY-LAWSThis constitution must have By-Laws.
BY LAWS
Article 1 MEMBERSHIPSection 1. The Board of Directors shall determine categories of membership and annual dues. Section 2. Active Alliance Members shall have voting privileges in elections to the Board of Directors and on proposed amendments to the Bylaws and Constitution. Section 3. Alliance Members shall have access to the federal 990, audited financial statements and other information upon approval by the Board. Section 4. The Board of Directors may grant honorary memberships, including life memberships for members who have contributed outstanding service to the Alliance or its predecessor organization, the Society for Accelerated Learning and Teaching.
Article 2 MEETINGS OF THE MEMBERSHIPSection 1. The Alliance shall schedule an Annual meeting. Section 2 . The Annual meeting shall be a business meeting of the attending members. At this business meeting there will be reports of organizational activity and opportunities to both hear expressions of concerns from members and/or gather input from members, as well as the transaction of other necessary business of IAL.
Article 3 ELECTIONS, APPOINTMENTS, REMOVAL and TERMS OF OFFICESection 1. Elected Board members: All persons elected to the Board of Directors shall be members of IAL and maintain membership throughout their term of office. Any person who has been an active member of the Alliance for at least one year shall be eligible for election to the Board. Section 2. Appointed Board members: Each IAL Network member organization shall appoint a representative to serve on the Alliance Board, as well as an alternate representative should the primary representative be unable to participate. These representatives must be members of IAL, or must join upon their appointment. These representatives are not subject to the elections process described below; however the staggered term of service (three years) shall be the same as for elected members. Section 3. Staggered terms: All terms shall be staggered so that no more than 1/3 of the Board members shall be up for re-election or re-appointment in any given year (excepting situations where a Board position is vacant prior to the end of that term). Section 4. Officer terms : All Officer terms shall be for two years. Only Board members who have been elected by the IAL membership may serve as officers. Section 5.a. Board Member Elections and Appointments: The Nominating Committee shall submit a slate of candidates for elected Board positions at least 8 weeks prior to the annual meeting. These names shall be circulated to the membership for the voting process which shall take place no later than 4 weeks prior to the Annual meeting. The Nominating Committee may present a slate of nominees for the Board that is equal to the number of available positions, or that is greater than the number of available positions. The Nominating Committee shall solicit from IAL Network organizations their appointees and alternates and shall present these names to the membership (for information only) at the time that the slate for elections is presented. Section 5.b. Voting process: All elected Board members shall be determined by one of the following two methods: if the Nominating Committee presents a slate of nominees equal to the number of vacant positions, the election shall be by simple majority vote by the membership. If the Nominating Committee presents a slate that has more nominees than vacant positions, the members shall vote for a number of people for which there are positions and the top vote recipients shall be elected. The Board slate shall be presented to the membership (by mail, facsimile and/or internet) for vote at least one week in advance of the voting deadline. Voting may be conducted by mail, facsimile, email and/or other internet polling means. Section 5.c. Officer Elections: The Board Chair shall be elected directly by the membership for a two-year term. The Nominating Committee shall submit a nominee for Board Chair to the membership with the slate of nominees for elected Board positions as in Section 3.a. and 3.b. above. Once the Board and Board Chair have been elected by the membership, the Board will elect the remainder of the officers from its own ranks of elected members. Section 6. Vacancies: Vacancies on the Board of Directors prior to elections shall be filled by board vote. The Nominating Committee shall present recommendations to the Board for consideration. If elected to fill a vacancy, the term of office will be until the end of the term of the original office holder. Section 7. Removal: Any IAL Board member, whether elected or appointed may be removed for cause by a 2/3 majority vote of the entire Board. Section 8 . Activation: New Board members and Officers take office immediately on the day after the election results are announced to the membership. Newly Appointed Board members take office on the same date.
Article 4 BOARD OF DIRECTORS AND BOARD MEETINGSSection 1. The Board of Directors shall convene twice a year in person: at the annual meeting and at a mid year Board meeting. The Board Chair or the Executive Committee may call the Board together at other times of the year as necessary either in person , by telephone conference call or electronically (via the internet). All Board members are expected to attend or participate in at least one face to face Board meeting each year and 50% of all telephone conferences. Section 2. The Board of Directors shall advise and consent on policies of IAL including the annual operating budget and shall annually evaluate the organization's performance. The Board shall participate in partnership with staff in Strategic Planning for the organization. The Board shall have responsibility for the hiring, supervivion and performance management (including termination if needed) of an Executive Director. The Executive Director shall act as the operations officer of IAL.
Article 5 OFFICERS AND EXECUTIVE COMMITTEESection 1. IAL shall have five officers who shall constitute the Executive Committee of the organization. The Executive Committee shall have advise and consent responsibility to lead IAL between Board meetings in keeping with the policies and budget adopted by the Board of Directors based on the purpose statement and the strategic plan. Section 2.a. The Executive Committee shall have advise and consent authority to act between Board meetings in the interest of IAL in keeping with the budget approved by the Board of Directors and shall report all such actions to the Board meetings or via electronic or written communications. Section 2.b. The Executive Committee shall meet at least bi-monthly to review the operations of IAL. The Executive Committee may meet either in person or by phone conference call or other electronic means. Section 3. The Board Chair shall: promote the IAL vision; represent IAL in public; chair meetings of the Membership, Board of Directors and Executive committee; act as a representative of IAL with other organizations; and lead the activities of the Executive Committee. The Board Chair is responsible for the agenda, date and location of all phone and face to face Board meetings. The Chair shall work to develop the Board's leadership capacity and other work on behalf of IAL. The Board Chair may call upon the Vice Chair(s) to represent the organization and/or chair meetings as needed. If possible the Board Chair will represent IAL at regional conferences. Section 4. The Vice Chairs: The first Vice-Chair shall chair meetings in the absence of the Board Chair as requested, act as a representative of IAL in the Board Chair's absence; assume the office of Board Chair should the office become vacant for any reason; and take on special projects as needed or requested. The Second Vice Chairshall act as Board Chair in the event that the First Vice Chair is unavailable or unable to do so. Section 5. The Secretary shall ensure that appropriate records of the Alliance are kept and maintained in good order, including minutes of Board and Executive Committee meetings, audited financial statements and membership records. The Secretary will assist the Executive Director in maintenance of IAL records. Section 6. The Treasurer shall monitor the IAL annual budget. The Treasurer shall also provide the board with periodic financial reports, and in concert with the IAL accountant, establish procedures to insure fiscal integrity of all accounts, and insure the timely filing of appropriate corporate and tax reports. The Treasurer will assist the Executive Director in the maintenance of financial records and reports.
Article 6 COMMITTEES AND PROJECT TEAMSSection 1. The Board of Directors shall establish two standing committees: a Program Committee and a Nominating Committee (in addition to the Executive Committee). The Board Chair shall nominate the chairs of these committees, who shall be approved by the Board of Directors. Chairs of these standing committees must be Alliance Board members. The members of these standing committees shall be appointed by the Executive Committee. Section 2. The Nominating Committee shall manage the elections and appointments process for Board members in keeping with these bylaws. To facilitate this work the Committee shall maintain records relating to Board service, terms and term limits. Section 3. The Program Committee shall oversee the program offerings of the Alliance and shall assist and support the work of the Association Manager and/or other staff in program implementation. Section 4. Other Committees: The Board may establish and charge additional committees to carry out the Alliance’s work, as needed.
Article 7 EXECUTIVE DIRECTOR AND IAL STAFF Section 1. The Executive Director shall be the operations manager of IAL and shall perform Section 2. IAL will be an “at will” employer. All contracted employees / trainers, full time or Section 3. If a disciplined or terminated employee wishes to challenge this action, the
Article 8 PUBLICATIONSSection 1. The Alliance will publish journals, newsletters, and other publications, maintain a web site and develop and make available products within the limits of the funds allocated for this purpose by the strategic plan and annual budget. Section 2. Distribution of publications and access to the web site of the Alliance shall be in accordance with policy on memberships as determined by the Executive Director. Section 3. All communications and products will align with the purpose of IAL. Section 4. All publications and websites developed by regional or state chapters need
Article 9 NETWORK ORGANIZATIONSSection 1. IAL may recognize Accelerated Learning organizations as “IAL Networks” in any country, if they meet all affiliate requirements. The Alliance Board shall determine the criteria for the Alliance Network Association Agreement and shall approve these agreements with new Network organizations. Section 2. A group requesting formal association must have organizing documents that reflect a purpose consistent with the Alliance. The organization must have an open membership policy, Section 3. The Executive Director is responsible for the discussions and or negotiations with
Article 10 LOCAL LEARNING COMMUNITIES Section 1. IAL will develop and maintain a national chapter structure and charter for and with Article 11 AMENDMENTS TO THE BY-LAWSSection 1. By-Laws can be amended by a simple majority vote of active IAL members voting. Voting is conducted by mail, facsimile, email/internet or other electronic polling means or at the annual meeting. Section 2. Suggestions for amendments to the Bylaws may be made by any active member
December, 2007
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