CONSTITUTION of the SOUTHERN CONFERENCE ON LANGUAGE TEACHING

SCOLT is a 501(c) (3) organization incorporated on December 6, 1967 and identified by the EIN #23-7017288.

ARTICLE I: NAME

The name of the organization shall be the Southern Conference on Language Teaching, Incorporated, henceforth referred to as SCOLT.

ARTICLE II: SEAL

The SCOLT seal shall be the official logo of SCOLT. It consists of a globe-like image of multi-colored ribbons. “SCOLT” is in large, block letters to the right of the ribbon globe. The name, “Southern Conference on Language Teaching,” is in smaller upper-case letters under the acronym “SCOLT.”

ARTICLE III: OFFICES

The offices of SCOLT shall be located at the residential and/or business address of the Executive Director.

ARTICLE IV: REGION

SCOLT is a non-profit organization serving World Language professionals in Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Texas, Virginia, West Virginia, and the U.S. Virgin Islands.

ARTICLE V: SCOLT VISION

SCOLT envisions an inclusive multilingual society that values language and culture as core components of the educational experience at all levels.

ARTICLE VI: SCOLT MISSION

SCOLT fosters impactful World Language education for all learners by connecting and empowering language educators.

ARTICLE VII: MEMBERSHIP OF THE SPONSORS & PATRONS

Section 1: The SCOLT Sponsors and Patrons shall consist of members who may join as individuals or as representatives of agencies, organizations, or institutions upon payment of an annual fee, as determined by the Board of Directors. Sponsors and Patrons in good standing shall elect a Board of Directors from its membership.

1.1. Any individual interested in the advancement of the teaching of World Languages may, upon the payment of a fee to be determined by the Board of Directors, become a SPONSOR of SCOLT for a period of 12 months to commence in the month of the annual conference, and shall be entitled to membership and to all corresponding rights and privileges.

1.2. Any individual representing an agency, organization, or institution interested in the advancement of the teaching of World Languages may, upon the payment of a fee to be determined by the Board of Directors, become a PATRON of SCOLT for a period of 12 months to commence in the month of the annual conference, and shall be entitled to membership and to all corresponding rights and privileges.

Section 2: Individual representatives so named in Section 1 shall be Sponsors and Patrons for so long as they continue to pay the annual fee.

Section 3: Names of the Sponsors and Patrons and of their official representatives shall be printed in the conference program books and other publications, including electronic formats of SCOLT as the Board of Directors shall deem appropriate.

ARTICLE VIII: OFFICERS AND BOARD OF DIRECTORS

Section 1: Members of the Board of Directors shall be elected from the Sponsors and Patrons by vote of the Sponsors and Patrons to serve a four-year term.

Section 2: Every second year the President-Elect shall be elected by the Sponsors and Patrons to serve a two-year term. Two years later, the President-Elect shall assume the office of President. Candidates for the office of President-Elect shall have been Sponsors or Patrons of SCOLT for a minimum of three years.

Section 3: The President-Elect shall serve the function of the Recording Secretary throughout their term.

Section 4: The President, the President–Elect, Recording Secretary, and the Executive Director shall constitute the Executive Committee. The Executive Committee shall act for the Board of Directors in situations in which the entire Board of Directors cannot be convened. The President of the Board shall chair the Executive Committee.

Section 5: In addition to the powers expressly conferred by the constitution and bylaws, the Board of Directors may exercise all such powers and do all such lawful acts as are not by statute or by this constitution and bylaws directed or required to be exercised by the Sponsors and Patrons. Such powers may include, but are not limited to, the appointment of committees and the delegation to them of responsibilities deemed appropriate by the Board of Directors.

5.1. The Board of Directors shall solicit individual, institutional and organizational Sponsors and Patrons. The Board as a whole shall ensure that only authorized Sponsors and Patrons are present and allowed to vote at business meetings.

5.2. The Board may appoint any person or organization to accept and hold in trust property belonging to SCOLT, and to make, execute, and deliver such instruments and to perform all such duties as may be necessary or proper in relation to any such trust.

Section 6: The Executive Director is hired by the Board of Directors for a renewable three-year term to serve as a nonvoting member of the Board and of the Executive Committee.

ARTICLE IX: REGISTRANTS

Any person may, upon payment of the appropriate registration fee as set by the Board of Directors, become a registrant for the annual conference.

ARTICLE X: MEETINGS

Section 1: SPONSORS AND PATRONS ADVISORY COUNCIL

1.1. All meetings shall be conducted according to Robert’s Rules of Order, Revised.

1.2. The meeting of Sponsors and Patrons shall be held during the annual conference unless, not less than sixty (60) days prior thereto, the Directors select a different place and time and give at least thirty (30) days’ notice thereof to members.

1.3. Written notice of the annual meeting of Sponsors and Patrons shall be provided to members and to the Board of Directors at least thirty (30) days prior to said meeting.

1.4. Sponsors and Patrons attending or represented by proxy shall constitute a quorum for the transaction of business within the province of the Sponsors and Patrons. Each member shall be entitled to one vote, either in person or by proxy, on all questions or actions presented by the Board of Directors or its designee. The proxies of all members shall be filed in writing with the SCOLT Executive Director at least one week before any vote is taken.

Section 2: BOARD OF DIRECTORS

2.1. All meetings shall be conducted according to Robert’s Rules of Order, Revised.

2.2. There shall be a minimum of two regular meetings of the Board of Directors annually. One meeting shall usually take place at least six months prior to the next conference, if possible on the site of the next conference, and the other meeting shall occur during the annual conference or by teleconference or other such virtual means.

2.3. Written notice of the regular meetings, stating the date, hour, and place of the meeting and the nature of the business to be transacted shall be provided in writing to the Board of Directors at least thirty (30) days prior to such meetings.

2.4. The Board of Directors shall formally consider the removal of any member of the Board of Directors who fails to attend two consecutive meetings or fails to fulfill the designated responsibilities of a Director.

ARTICLE XI: COMMITTEES

Standing and ad hoc committees may be established by the President at the direction of the Board of Directors.

ARTICLE XII: DISSOLUTION

In the event of the dissolution of SCOLT, after paying or making provision for the payment of all lawful debts and liabilities, the Board of Directors shall distribute all remaining assets to the member states of SCOLT based on average Sponsors and Patrons Advisory Council membership from each state over the final three (3) years of the existence of the organization.

ARTICLE XIII: AMENDMENTS

Section 1: Proposals for changes or amendments to this constitution must have been presented at the previous meeting of the Sponsors and Patrons Advisory Council or submitted in writing to the Sponsors and Patrons Advisory Council by the Board of Directors at least thirty (30) days prior to the annual conference or to a special meeting.

Section 2: Amendments or alterations to this constitution may be made by a majority vote of the Sponsors and Patrons present at a regular or special meeting with at least thirty (30) days advance notice.

Section 3. In unusual or urgent circumstances, when deemed wise and of benefit to the organization, item two (2) of this section may be suspended by a unanimous vote of the Sponsors and Patrons present at a regular or special meeting in order to affect the immediate adoption of a proposed amendment to the Bylaws. An emergency amendment under this provision must be adopted by a three-quarters vote of the Sponsors and Patrons present.

BYLAWS of the SOUTHERN CONFERENCE ON LANGUAGE TEACHING

ELECTION AND TERMS OF OFFICE

1. The immediate Past President of the Board of Directors shall appoint and chair a Nominating Committee of no fewer than three persons and no more than five persons selected from the members of the Sponsors and Patrons, ensuring equitable representation of both K-12 and post-secondary levels of teaching. This committee shall present to the SCOLT Board a slate of candidates for each available position totaling twice the number of positions available for the Board of Directors. Upon ratification by the SCOLT Board, all Sponsors and Patrons in good standing who have paid the annual membership fee shall receive a ballot and brief curriculum vitae of all candidates at least eight (8) weeks in advance of the annual meeting of the Advisory Council. All ballots shall be returned to the office of the Executive Director and shall be counted by the Executive Director. All candidates shall be notified of the election results no more than two (2) weeks after the deadline date for the receipt of ballots in the office of the Executive Director.
2. The Board of Directors shall consist of at least nine (9) elected members, two of whom shall be elected annually by members of the Sponsors and Patrons. Members of the Board of Directors shall serve four-year terms in rotation. Every second year, a President-Elect will be elected. Candidates for all offices shall be nominated from among the members of the Sponsors and Patrons.
3. The terms of office of the newly-elected Directors shall begin immediately at the time of the post-conference portion of the meeting of the Board of Directors. The portion of the Board of Directors meeting held at the beginning of the annual conference shall be attended by the outgoing Board and shall be presided over by the outgoing Board President. The post-conference portion of the meeting of the Board of Directors shall consist of incoming and outgoing Directors and shall be presided over by the incoming President of the Board. Voting privileges of out-going officers and Directors of the Board shall be limited to business continued from the pre-conference portion of the annual meeting of the Board of Directors. The newly-elected Board Directors shall have full voting rights at this meeting and shall be entitled to reimbursement beginning with the next Board meeting following the annual conference.
4. The past president of the Board shall serve for one (1) year on the Board as Immediate Past President.
5. No elected Director may serve more than one four-year term in succession. The President or President–Elect of the Board of Directors may serve an extended term in order to fulfill the duties of their elected positions. A person may be re-elected to the Board of Directors after a period of at least one year has elapsed since the previous term.

REPRESENTATIVES AND CONSULTANTS TO THE BOARD

1. ACTFL Representative. A representative to the ACTFL Board of Directors shall be elected by the SCOLT Board of Directors at the fall meeting of the SCOLT Board in the final year of the current ACTFL Representative’s term. Current Directors on the SCOLT Board may be nominated if their term of office ends by May of the following year. A past member of the SCOLT Board may also serve as the ACTFL Representative within five years of the end of his or her term on the SCOLT Board. The SCOLT Board member must be a current member of ACTFL; must have attended an ACTFL convention within the past three years; and must not be the President or President–Elect of SCOLT at the beginning of the ACTFL term. The ACTFL Representative shall serve a term of three years, beginning January 1, following his or her election. The ACTFL Representative shall attend all SCOLT Board meetings as well as all ACTFL Board meetings. The ACTFL Representative does not have voting privileges on the SCOLT Board.
2. No person shall act on behalf of SCOLT unless so designated by the Board of Directors or by the Executive Committee.
3. Anyone wishing to represent SCOLT at a language function or a special related event must request approval from the SCOLT Board of Directors through written submission to the Executive Director or the SCOLT President no less than three weeks prior to the registration and/or acknowledgment of the event. If expenses are requested, the person must provide information pertaining to costs. Upon approval of the request, the SCOLT Board of Directors may determine any terms of financial assistance or reimbursement.
4. The SCOLT Board of Directors may appoint a Director or a member of the Sponsors and Patrons to participate in a particular World Languages function or event. Upon making such an appointment, the Board of Directors shall determine the terms of financial assistance or reimbursement. If an appointment is made via the Board of Directors, other candidates making independent requests may not be considered.
5. The Executive Committee may consider and act upon such requests if there is need for a decision before the next meeting of the Board of Directors and shall inform the Board of any such actions.
6. The Board of Directors may name as many consultants as necessary to ensure the efficient functioning of SCOLT. Consultants appointed by the Board of Directors or Executive Committee may be invited to attend meetings of the Board of Directors and may be reimbursed for expenses in the manner established for the regular Directors of the Board or as determined by the Board. Any consultant or other individual not an elected Board Director in attendance at a meeting of the SCOLT Board of Directors shall have no vote in the proceedings of the Board.

APPOINTED POSITIONS ON THE BOARD OF DIRECTORS

1. With the approval of the Board, the President shall appoint from among the current SCOLT Board of Directors the chairs of all standing committees.
2. With approval of the Board, the President shall appoint Editor(s) of the SCOLT Publications. These appointees are not required to be Board Directors. Editors who are not elected to the Board of Directors shall serve as consultants to the Board in a non-voting capacity.

RESIGNATIONS OR INABILITY TO FULFILL TERMS ON THE BOARD OF DIRECTORS OR REMOVAL FROM OFFICE FROM THE BOARD OF DIRECTORS

1. If any individual elected to the Board of Directors, including the Executive Director, shall, for whatever reason, be unable to fulfill the term, and the term is more than half completed, the Executive Committee shall appoint a replacement. If the term is not yet half completed, an election shall be conducted in accord with the regular procedures to elect a person to serve the remainder of the term. However, vacancies on the Board of Directors may continue until the next meeting of the conference, should the Board deem that there is no immediate need to fill that position.
2. Failure to attend two consecutive Board meetings, or excessive absences, or failure to fulfill the designated responsibilities of a Director shall be cause for the President to request that the Board remove a person from his or her position on the Board.
3. Any Board Director wishing to resign must notify the President or the Executive Director in writing.
4. Should any committee member or any other holder of an appointed position be unable to complete the assignment, for whatever reason, the President of the Board may appoint a replacement after consultation with the Board.
5. The holder of an elected office of the Board found guilty of malfeasance in office may be removed from that position by a two-thirds (2/3) vote of the voting members of the Board present at the meeting during which the voting takes place.

DUTIES OF OFFICERS OF THE BOARD

1. President of the Board: shall convene and conduct all meetings of the Sponsors and Patrons Advisory Council, the Board of Directors, and the Executive Committee. Other tasks include but are not limited to the following:
2. Notify all members of each meeting and its agenda at least thirty (30) days prior to the date of the meeting;
   b. Name all committees and receive their annual reports;
   c. Coordinate the work of all standing committees;
   d. Call special meetings of the Board of Directors at will or at the request of five (5) Board Directors (said request being forwarded in writing to the President at least thirty (30) days in advance of the requested meeting);
   e. Represent SCOLT or appoint a representative to attend the annual ACTFL convention
   f. Communicate conference and meeting information to the Sponsors and Patrons and conference attendees via SCOLT publications;
   g. Preside at all designated conference meetings such as the pre-conference session of the Board of Directors meeting and the Opening General Session, and co-preside with the President-Elect at the annual State Leadership Meeting;
   h. Appoint, with the consent of the Board of Directors, persons to serve as consultants to SCOLT.
3. President-Elect of the Board: shall assist the President of the Board of Directors in the various duties as assigned and shall act as President if the President of the Board is unable to discharge the duties of office. The President-Elect shall serve the function of the Recording Secretary throughout their term.
4. Immediate Past President: shall assist the President of the Board in the various duties as assigned and shall advise the President in discharging the duties of office of the President. The Immediate Past President shall be responsible for the conference first-timers session when offered and shall facilitate the Board of Directors elections process for the two years following their presidency.
5. Executive Director: shall be an ex-officio member of the Board of Directors appointed by the board, following a procedure developed by the Selection Committee, to serve a renewable three-year term subject to annual review, and shall fulfill specific duties determined by the Board of Directors including but not limited to the following:
6. Maintain the permanent official records of all SCOLT business and proceedings and maintain an office for the same;
   b. Sign all fiscal papers and official documents of SCOLT;
   c. Maintain permanent fiscal records of SCOLT and communicate the financial and fiscal status of SCOLT to the Sponsors and Patrons at the annual meeting for Sponsors and Patrons;
   d. Serve as custodian of and receive and disburse monies, bonds, notes, and other securities and properties of SCOLT;
   e. Give a bond when required by the Board for the official business of SCOLT;
   f. Receive such compensation and dispense such office accounts as are approved annually by the Board of Directors;
   g. Maintain close communication and cooperation with the President of the Board, the Board of Directors, committee chairs, consultants to the Board of Directors, presidents of state language organizations and state departments of education World Languages supervisors regarding the work of SCOLT;
   h. Maintain close communication with ACTFL, JNCL-NCLIS and the other regional language conferences, represent SCOLT at ACTFL and other professional events, and serve as the official delegate to JNCL-NCLIS;
   i. Maintain a Guidelines/Procedures Book for officers and committees of the Board of Directors;
   j. Maintain the SCOLT calendar and plan for all SCOLT activities by the established deadlines;
   k. Provide all necessary materials to new Board Directors;
   l. Coordinate and delegate efforts to invite World Language educators to become members of the Sponsors and Patrons Advisory Council;
   m. Coordinate communications with all Sponsors and Patrons regarding SCOLT information;
   n. Negotiate with hotels and convention bureaus to obtain the most beneficial terms and arrangements for the annual conference;
   o. Coordinate and delegate communications for arrangements for exhibits for the annual conference;
   p. Coordinate and delegate the preparation of the program booklet for the annual conference;
   q. Coordinate and delegate the responsibility for publicity of the annual conference through publications and other promotional endeavors;
   r. Maintain postal bulk mailing status and provide bulk mailing for SCOLT as needed.
7. Recording Secretary: The President-Elect serves as Recording Secretary throughout their term. The duties of the Recording Secretary include recording the minutes for all meetings of the Board of Directors and of the Executive Committee.
8. Additional roles on the Board of Directors include Registrar, SCOLTalk Editor, and Social Media Coordinator. These roles may be fulfilled by multiple people to ensure consistency when Directors rotate off the Board. Members of the Board of Directors may serve in multiple roles. Responsibilities are defined in the Board of Directors Policies and Procedures Manual.

 MEETINGS OF THE BOARD OF DIRECTORS

1. There shall be a minimum of two regular meetings of the Board of Directors annually. One meeting shall usually take place at least six (6) months prior to the next conference, if possible on the site of the next conference, and the other meeting shall occur at the conclusion of the annual conference.
   2. A quorum at Board of Directors meetings shall be a majority of the non Executive Committee Board Directors and two-thirds (2/3) of the Executive Committee. Formal minutes shall be taken at all meetings of the Board of Directors and of the Executive Committee and shall be sent to all Board Directors. All meetings shall be conducted according to Robert’s Rules of Order, Revised.
   3. The outcome of any vote, whether in a meeting or by electronic mail, is determined by a majority of those voting on the motion. When a vote is called by electronic means, the voting period shall be stated at the time of the call.
   4. If a Board Director is unable to attend a meeting and wishes to vote, a letter of proxy must be received by the Executive Director prior to the time of voting at that meeting.
   5. The amount of reimbursement for attendance at the meetings of the Board of Directors shall be determined on a year-to-year basis. The President of the Board of Directors may also call a meeting of those SCOLT Board of Directors in attendance at the ACTFL annual conference. A quorum of the SCOLT Board is required for a vote to take place.

COMMITTEES

1. The following committees shall be established and maintained. The Chair of each committee must be a Board Director and shall be appointed annually by the President of the Board of Directors with the approval of the Board.
   2. The following standing committees shall be composed of individuals from the Board of Directors and members of the Sponsors and Patrons Advisory Council:
2. The Budget Committee shall consist of the Executive Committee and shall prepare an annual budget for review by the Board of Directors.
   b. The Nominating Committee shall consist of no fewer than three (3) and no more than five (5) persons. Nominating committee members may not be nominees.
   c. The Program Committee shall consist of three (3) members of the Board of Directors serving as co-directors. The Program Co-Directors shall be responsible for selecting proposals and communicating with conference presenters. The Program Committee shall be responsible for all organizational details required to produce a well-balanced annual conference program including pedagogy, literature and linguistics topics in order to serve the interests of all languages and levels of language instruction. Additionally, the Program Committee shall be responsible for the evaluations of individual sessions of the annual conference, as well as the overall annual conference evaluation, including developing, distributing, collecting, and analyzing evaluations. This committee shall submit a report to the Board of Directors within 30 days after the annual conference.
3. The following standing committees shall be chaired only by Board Directors. Unless otherwise indicated, committee chairs may solicit committee members from the Sponsors and Patrons or other sources, such as conference participants or state organizations as necessary.
4. The Membership Committee shall consist of all Board Directors. It shall solicit individual Sponsor memberships, as well as members and official representatives from potential Patron institutions and organizations, and shall ensure that only authorized members vote at meetings of the Advisory Council.
   b. The Awards and Scholarships Committee shall be responsible for coordinating nomination and selection of recipients for all SCOLT awards and scholarships. In addition, this committee shall also coordinate the nomination of candidates for awards available from other organizations. In addition, this committee shall be responsible for communicating information to the SCOLT member states and SCOLT membership of scholarship opportunities. The Awards and Scholarships Committee shall also solicit additional scholarship opportunities for SCOLT members.
   c. The Advocacy Committee shall coordinate and plan special initiatives, conference sessions and workshops dealing with advocacy for World Language education and shall seek information on advocacy from national sources such as JNCL-NCLIS. Duties include, but are not limited to, participating in the annual JNCL-NCLIS Delegate Assembly and advocacy workshops, informing the SCOLT membership about advocacy issues and facilitating responses to advocacy issues affecting the SCOLT region.
   d. The Bylaws Committee shall consist of three (3) persons. This committee may recommend changes to the Constitution and Bylaws to Sponsors and Patrons at the request of the Board of Directors, or the Executive Committee.
5. The President of the Board of Directors, in consultation with the Board, may create ad-hoc committees as necessary. Members of these ad-hoc committees may be composed of individuals from the Board of Directors and/or Sponsors and Patrons.

FISCAL YEAR AND FINANCES

1. The fiscal year shall run from January 1 through December 31.
   2. The Board of Directors shall set fees for membership in the Sponsors and Patrons Advisory Council and for conference registration.

Revised February 2014/ Approved 3/14/14 at the Sponsors & Patrons Advisory Council Meeting held during the Annual Conference in Memphis, TN.

Revised August 2014/ Approved 3/6/15 at the Sponsors & Patrons Advisory Council Meeting held during the Annual Conference in Atlanta, GA.

Revised August 2023/Approved 10/30/23 during a special called virtual meeting of the Sponsors and Patrons. Additional revisions approved 3/8/2 at the Sponsors and Patrons Advisory Council Meeting held during the Annual Conference in Atlanta, GA.