Bylaws of the Dakota Teachers of English as a Second Language (Dakota TESOL)

Article I Name, Purpose, Nature of Association, & Address

Section 1 Name

The association is the North and South Dakota Teachers of English to Speakers of Other Languages, referred to in these Bylaws as “Dakota TESOL”.

Section 2 Purpose

The association is organized for educational, professional learning, and advocacy purposes relating to the teaching and learning of English as a new language.

Section 3 Nature of Association

Dakota TESOL is qualified as exempt from taxation as a corporation organized for charitable, educational, and scientific purposes pursuant to 26 U.S.C. Section 501(c )(3). Dakota TESOL may establish professional relations with other organizations. Procedures for establishing such relationships are set forth in the Bylaws.

Section 4 Address

Dakota TESOL maintains an address, for business purposes, as designated by the Executive Board.

Article II Membership

Section 1 Eligibility

Members in Dakota TESOL are persons interested in or involved in English as a new language or bilingual education.

Section 2 Types of Membership

Individual Members. Voting membership is available to persons interested in or involved in English as a new language or bilingual education.

Section 3 Membership Standing

A member is in good standing when that member has paid all applicable dues, fees, and assessments. Members in good standing are entitled to vote and to serve on the Executive Board of Dakota TESOL.

Section 4 Termination of Membership

Membership may be terminated for non-payment of dues.

Section 5 Protecting the Good Name of the Association

The name of Dakota TESOL will not be used by any member for purposes of certifying their professional preparation or competence in the field of teaching English as a Second Language. Neither shall it be used for endorsement or sale of products and/or services without written approval from the Executive Board. Violation shall be reported to the Secretary for referral to the Executive Board for the Board’s study and action.

Article III Financial Matters

Section 1 Establishment of Dues

Annual membership dues will be established periodically by the Executive Board and published in the Bylaws.

Section 2 Fees and Special Assessments

The Executive Board may authorize (1) fees for Dakota TESOL-sponsored activities and (2) a special assessment to members.

Section 3 Monetary Gain

The association shall not provide monetary gain, incidentally or otherwise, to its directors or membership except as payment for services rendered in the form of wages, salaries, or incentives.

Section 4 Disbursement of Funds

Should the organization dissolve, the Executive Board will be the sole determiner of the disbursement of residual assets.

Article IV Executive Officers and Board

Section 1 Officers

The officers of Dakota TESOL are the President, President-Elect, Past-President, and Secretary. All Officers must be members in good standing of Dakota TESOL.

Section 2 Term of Office for Officers

The term of office for the President, President-Elect, and Past-President is one year. The term of office for the Secretary and the Business Manager is two (2) years.

Section 3 Time of Assuming Office

Upon election, each officer will assume the duties of the office and will continue to serve for the duration of the term. If an Officer is unable to complete their term, the President, with the help of the Executive Board, will recruit a replacement to complete the term.

Section 4 The Executive Assistant

The Executive Assistant is a unique role in the organization. They are a non-voting member, and the position is not elected. There are no term limits for the Executive Assistant, and the Executive Office members appoint it. It is a paid position meant to provide continuity to the organization.

Section 5 The Executive Board Function

The Executive Board will exercise general supervision and control over the property and affairs of Dakota TESOL, and will supervise the execution of approved actions and policies. Between the meetings of the Assembly, the Board has authority over the property and affairs of Dakota TESOL and will take appropriate necessary actions to facilitate the purposes of Dakota TESOL, within the powers delegated by its Bylaws.

Section 6 Composition

The Executive Board consists of the officers mentioned in Article IV, Section 1, the Executive Assistant, and all other interest area representatives elected by the membership or appointed by the President as described in the Bylaws.

Section 7 Meetings

The Executive Board will meet as necessary and at such times and places as the Executive Board may determine; however, at least two (2) meetings per year will be held. The President will arrange a meeting of the Executive Board on request of the majority of the Board members by petition.

Section 8 Business between Meetings

The President is authorized to consult the Executive Board by mail, e-mail, fax, or telephone concerning important decisions that must be made between meetings. All such decisions and/or actions will be recorded by the Secretary and presented to the  Executive Board for approval at its next official meeting.

Section 9 Quorum

Fifty percent (50%) of the Executive Board will constitute a quorum.

Article V Duties of Officers

Section 1 Duties of President

The President will act as the executive officer of Dakota TESOL. It is possible to have Co-Presidents. They will call meetings and preside at all meetings of Dakota TESOL and act as chairperson of the Executive  Board. The President will serve as co-chairperson of the Conference Committee, countersign all contracts and other instruments of Dakota TESOL, exercise general leadership and supervision over the affairs of Dakota TESOL, exercise general leadership and supervision over the affairs of Dakota TESOL in implementing its purposes, and execute such additional duties as are defined by the Executive Board or the  Assembly. In the absence of the Executive Assistant, they have the power to sign checks. The president will also appoint members of Dakota TESOL to the Executive Board.

Section 2 Duties of President-Elect

The President-Elect will serve as a member of the Executive Board and as co-chairperson of the Conference Committee, and will fulfill such other duties as are assigned to them by the Executive Board, President, and/or the Assembly. They will assume and perform the duties of the President in the event of the absence, incapacity, or resignation of the President. Should the office of the President become vacant, the President-Elect will become President immediately and will serve the remainder of the President’s term in addition to the year for which they were elected. The President-Elect will automatically succeed to the Presidency after the completion of one year. It is possible to have Co-Presidents-Elect.

Section 3 Duties of Secretary

The Secretary is the recording officer of the Assembly and the custodian of its records except as are specifically assigned to others, such as the financial books. These records are open, however, to inspection by any member at reasonable times, and where a committee needs any records of a society for the proper performance of its duties, they should be turned over to its chairperson. It is this officer’s duty to keep the records of Dakota TESOL and the minutes of its meetings: to notify officers, committees, and delegates of their appointment, and to furnish committees with all papers referred to them. The Secretary will, in addition, prepare the annual report and the minutes of the Executive Board’s meetings and make their report available to the members of Dakota TESOL at the Annual Meeting. The Secretary is also responsible for compiling, editing, and distributing the annual newsletter. The Secretary is also a member of the Executive  Board.

Section 4 Duties of the Executive Assistant

The Business Manager will act as a liaison responsible for interpreting TESOL to Dakota TESOL and Dakota TESOL to TESOL. They will work with hired accountants in maintaining financial records. They will present a financial report at the Annual Business Meeting. They will work with the web master to maintain the organization’s website. They monitor the organization’s social media accounts, email, and monetary accounts as well. They are a member of the Executive Board. It is a non-elected, non-voting, paid position for which the annual stipend will be voted on at the annual board meeting.

Article VI Interest Area Representatives

Section 1 Interest Area Representatives

Interest Area Representatives are appointed by the President, or Executive Board, or elected by the membership. They are members of the Executive Board and represent their interest area’s voice in deliberations and actions taken by Dakota TESOL. Interest Areas include, but are not limited to:

1. Adult Education
2. Administrative
3. Colony Education
4. Elementary Education
5. Higher Education
6. Migrant Education
7. Native American Education
8. Secondary Education

Article VII Nominations and Elections

Section 1 Nominations

The Executive Board is responsible for preparing a slate of nominees for each vacant office. The President will approve the slate before it is submitted to the Assembly.

Section 2 Mode of Election

The assembly will vote on this slate at the annual business meeting. Additional nominations may be made from the floor. However, the election of officers and members of the Executive Board may be conducted by e-mail ballot upon approval by the Executive Board.

Article VIII Committees

Section 1 Committee Structure

The committees of Dakota TESOL will consist of standing committees as specified hereinafter, except the Executive Board, and task forces. All committees will transmit their recommendations to the Executive Board unless otherwise specified.

Section 2 Executive Board

The Executive Board will conduct the business of Dakota TESOL under general policies determined by the Assembly. This Board will see that the purposes of Dakota TESOL are adhered to. The Executive Board will authorize all Standing Committees of Dakota TESOL, and the President will appoint or reappoint the members of such committees at/or immediately following the Annual Meeting.

Section 3 Standing Committees

Standing Committees are Chaired by members of the Executive Board or past presidents and may be comprised of Board members and Dakota TESOL members. Standing Committees may be formed ad hoc at the discretion of the Executive Board. Standing Committees include, but are not limited to:

1. Advocacy Committee
2. Awards Committee
3. Conference Committee
4. Professional Development Committee

Section 4 Mode of Appointment & Terms of Standing Committee

The members of the standing committee are members of Dakota TESOL, and, except as provided otherwise in these bylaws, are appointed by the Committee Chair with the approval of the President. Committees will serve for the term of the President unless otherwise specified in the charge to a committee. In making appointments, consideration will be given to the desirability of an experienced and gradually changing personnel.

Section 5 Chairperson of Standing Committees

The chairperson of each Standing Committee will be appointed annually by the President with the approval of the Executive Board, except as otherwise provided in these bylaws.

Section 6 Task Force

All other committees of Dakota TESOL will be task forces. Task forces, which may include representatives of organizations other than Dakota TESOL, may be authorized as needed by the Executive Board or the Assembly and will serve for a specified period. The Chair of a task force may, with authorization of the Executive Board or the Assembly, serve on the Executive Board.

Section 7 Procedure

The number of members and mode of appointment for each task force will follow the same procedures as a standing committee, as specified in the Bylaws.

Article IX General Meetings

Section 1 Composition

The Assembly consists of all voting members of Dakota TESOL.

Section 2 Function

The Assembly is the legislative body of Dakota TESOL and has full power and authority over the affairs of Dakota TESOL within the limits set by these bylaws. It has the authority to review decisions made by the Executive Board and to accept or reject them.

Section 3 Meetings

The Assembly will meet annually on a date set by the Executive Board, typically during the annual conference.

Section 4 Amendments by Bylaws

The Assembly has the power to amend these Bylaws, as provided in Article X.

Section 5 Voting

A majority of the vote’s case, provided a quorum has been declared, will constitute the voice or expressions of the membership and will be binding upon Dakota TESOL. At all meetings, with the exception of the annual election, all votes will be by voice unless clarification is requested. In this event, a confidential ballot will be required. Voting on all matters, including the election of Executive Board members and/or Officers, may be conducted by email ballot.

Section 6 Quorum

A quorum consists of twenty percent (20%) of the membership.

Section 7 Rules of Order

The meeting will be conducted according to established parliamentary rules of order in current practice.

Article X Amendments

Section 1 Origin

Amendments of the Bylaws will be proposed by:

• Members of the Executive Board or
• Petition of ten (10) or more members in good standing, to bring a proposal directly to the Assembly.

Section 2 Voting on Amendments to the Bylaws

Amendments may be adopted by the affirmative vote of a simple majority of the voting members, provided a quorum has been declared at a regular meeting of the Assembly. The proposed amendment must be circulated to each voting member at least fifteen (15) days in advance of the meeting of the Assembly.

Section 3 Incorporation

Amendments will be incorporated into these bylaws and become effective after the close of the annual business meeting.

Article XI Indemnification

To the extent not in conflict with the law, Dakota TESOL will indemnify any person who is or was an Officer or other member of the Executive Board from and against any action, suit proceeding, claim, damage, liability or obligation to include the reasonable  costs and expenses thereof, including attorneys’ fees, arising out of any act or failure  to act by that person, so long as the act or failure to act occurred under all of the  following circumstances:

1. The actor conducted himself or herself in good faith;
2. The act was not willful misconduct.
3. The act was not a crime, unless the actor had a reasonable cause to believe the act was lawful;
4. The act was not a transaction that resulted in improper personal benefit of money, property, or service to the actor;
5. The act arose within the scope of the actor’s responsibilities to Dakota TESOL or arose from the actor’s reasonable belief that such act fell within her/her responsibilities to Dakota TESOL;
6. The actor reasonably believed
   1. in the case of conduct in the actor’s official capacity with Dakota TESOL, that the actor’s conduct was in Dakota TESOL’s best interest.
   2. in all other cases, that the actor’s conduct was at least not opposed to Dakota TESOL’s best interest.

Approved 10/20/2025