ARTICLE I: Affiliation
Section 1. The Iowa Distance Learning Association shall be affiliated with the United States Distance Learning Association.
ARTICLE II: Membership
Individual members of all educational institutions and businesses or organizations may obtain membership in this association by the payment of dues as set forth in the Bylaws. Membership may be obtained upon payment of annual dues for the designated membership year in the amounts voted upon by a majority of the Board of Directors no later than January 31st of each year. Membership year shall be twelve (12) months from the sign-up date. Applicants under Article I, Section I of the Constitution shall submit a completed membership application form for consideration by the Board of Directors.
Participation as an officer, committee member, or voting member in the Iowa Distance Learning Association shall be contingent upon valid membership.
There shall be one regular membership meeting each year. This membership meeting shall be held on a date and at a place designated by the Board of Directors. Notification of the date and place of such meeting shall be given in writing to the members at least thirty (30) days to such meetings.
Special meetings of the membership may be held on call by the President, initiated by a majority vote of the Board of Directors, or upon a petition therefore filed by at least ten percent (10%) of the membership with the secretary. The date and place of any such special membership meeting shall be given in writing by the Secretary to the members at least two weeks prior to the holding of such special meeting.
Membership meetings shall be conducted according to the latest edition of Robert's Rules of Order.
A quorum shall consist of five percent (5%) of the membership.
ARTICLE Ill: Affiliates and Divisions
Affiliates shall have no fewer than 25 members, no fewer than 10 or 10% of whom, whichever is larger, shall hold valid membership in the Iowa Distance Learning Association.
Divisions shall have no fewer than 25 members, all of whom hold valid membership in the Iowa Distance Learning Association.
Affiliates and Divisions will report annually to the lDLA Board of Directors, the names and addresses of their officers and members and written report of the nature and extent of their activities and programs.
Affiliates and Divisions may apply for financial assistance from the Association by submitting a formal written proposal.
Affiliates which fail to meet the requirements of Sections 1 and 3 above, or Divisions which fail to meet the requirements of Sections 2 and 3 above; shall automatically be placed on probation, and as such will no longer be eligible to apply for financial assistance.
ARTICLE IV: Board of Directors
The Board of Directors shall consist of the President, President-Elect, the Secretary, Treasurer, the immediate Past President, and six (6) Board of Directors who shall be elected at-large in accordance with the provisions of these Bylaws. The members-at-large shall be nominated and elected in accordance with the procedures for nomination and election of officers established by Article V, Section 3 of these Bylaws. At first election of Directors, two directors shall be elected for a term of one (1) year, and two directors shall be elected for a term of two (2) years, and two directors shall be elected for a term of three (3) years. As these initial terms expire, each Director shall be elected for a term of three years. Directors shall take office immediately following the close of the Annual Regular Meeting of the Association following their election and shall serve until their successors are elected and qualified.
At least four regular meetings of the Board of Directors shall be held each year at such times and such places as the Board of Directors may determine. Notification of the time and place and proposed agenda shall be given to the members of the Board of Directors prior to each meeting.
Special meetings of the Board of Directors may be called by or at the request of the President, or a majority of the voting members of the Board. Notice of the time and place of any special meeting shall be given to each director in writing at least three (3) days prior to the date of such special meeting.
Meetings of the Board of Directors shall be conducted according to the latest edition of Robert's Rules of Order.
A majority of the members of the voting Directors of the Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting. Discussion can continue at the meeting, but all business transactions will require approval by the majority of the voting members of the Board.
Any vacancy occurring in a Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
In the event that Board action, as opposed to Executive Committee Action, is determined to be needed by the Executive Committee, and the Board is unable to meet in appropriate time to act, the President is authorized by the Executive Committee to poll the total Board.
All Directors must attend at three (3) of the four (4) regular board meetings. Missing more than one (1) regular board meeting may result in the dismissal from the board.
Dismissal from the board may be initiated by any member of the Board of Directors during a regular board meeting and must be approved by a majority of the board. A board member dismissed from the board shall be notified by the President no later than three (3) days following the vote. Vacancies will be filled according Section 7.
ARTICLE V: Officers
The officers of this Association shall be a President, a President-Elect, a Secretary, a Treasurer, and the Past President each of whom shall be nominated and elected as hereinafter provided.
At least four (4) months prior to the annual regular membership meeting, the President shall appoint, subject to the approval of the Board of Directors, a Nomination and Election Committee of three (3) members, the Past President, the current President, and the President-Elect. It shall be the responsibility of such committee to nominate at least two (2) qualified members to stand for election for each office to be voted upon. Each nominee shall have indicated to the Committee a willingness to stand for election and to serve if elected. The nominations of the Nomination and Election Committee shall be submitted in writing to the Board of Directors for approval at least two (2) months prior to the annual regular membership meeting.
The Board of Directors shall cause ballots to be prepared listing each candidate nominated by the Nomination and Election Committee, and also providing a space or spaces for a write-in candidate or candidates for each office as well. The ballots thus prepared shall be delivered to each member in good standing of the Association at his/her last known address as shown by the records of the Association,not later than twenty-one (21) days prior to the deadline for receiving ballots. Each member shall be entitled to one vote for each officer to be elected and the candidate receiving a plurality of the votes for that office shall be deemed elected. Ballots shall be cast and must be received by the Nomination and Election Committee at least seven (7) calendar days prior to the annual regular membership meeting. Ballots received subsequent to this deadline shall be invalid. The ballots shall be certified by the members of the Nomination and Election Committee and the President shall announce the results to the membership. The President shall serve for one (1) year. The President-Elect shall be elected for a two (2) year term, the first year to serve as President-Elect and at the end of his/her term to office as President-Elect, he/she shall automatically succeed to the office of President. The Secretary and Treasurer shall be elected for two (2) year terms in alternate years, so as to result in staggered terms of office. All new officers shall assume their respective positions immediately following the close of the annual regular meeting of the membership, and shall continue in office until their successors are elected and qualified.
Should the offices of Secretary or Treasurer become vacant, the Board of Directors shall appoint a member to complete such term of office. Should a vacancy occur in the Office of President, the President-Elect shall assume the duties of the President and serve the unexpired term of his/her predecessor and his/her elected term. The Board shall appoint a member of IDLA to assume the duties of President-Elect. Should the elected President-Elect resign, the Board of Directors shall call for a special election by mailed ballot of the membership to fill the vacancy. For this purpose the Board of Directors shall nominate two (2) candidates, but provision for write-in candidates shall be available on the ballot. The election shall be completed within forty-five (45) days of the resignation.
ARTICLE VI: Committees
When the Board of Directors creates a Standing Committee, it shall state the purpose and the responsibilities of the Committee for inclusion in the Minutes of the Association. The Board shall initiate an Amendment to revise the Bylaws, to be voted upon at the subsequent membership meeting, to include such a Committee The Chair, term, and initial members of the Committee shall be recommended by the President and approved by the Board.
When a Special or Ad Hoc Committee is created by the Board, the President shall appoint a Chair and member of the Committee to carry out the purpose for which it was created.
ARTICLE VII: Amendments
Amendments to these Bylaws may be initiated by the Board of Directors, or by a Committee authorized by the Board of Directors for the purpose of recommending Amendments to the Bylaws, or by a petition signed by five percent (5%} of the membership directed to the Board of Directors setting forth the proposed Amendment.
An Amendment initiated as herein above provided may be adopted by a majority vote of all the members present and voting at any regular or special meeting of the membership.