Manitoba Association for Distributed Learning and Training

(MADLaT) By-Laws

Name

The name of this Association shall be:

Manitoba Association for Distributed Learning and Training (MADLaT).

Purpose and Goals

The Manitoba Association for Distributed Learning and Training is a voluntary, non-profit Association made up of individuals and corporate members interested in distributed and distance learning and training in Manitoba.

The purpose of the Association is to actively foster collaboration, cooperation, and understanding among those involved with distributed and distance learning and training in Manitoba.

The Association’s goals are to:

• facilitate the exchange of a broad range of information by establishing a variety of effective communication linkages;
• initiate and support professional development activities in distributed and distance learning and training;
• promote research into distributed and distance learning practice and theory;
• initiate and support mechanisms to encourage closer liaison between deliverers and receivers of distributed and distance learning and training;
• solicit government and agency support for distributed and distance learning and to participate in the identification, formulation, and review of related policies and procedures;
• promote greater public awareness and understanding of distributed and distance education; and
• provide mechanisms for the identification and resolution of evolving distributed and distance learning and training issues.

The Association will work towards attaining these goals by following a philosophy which includes:

Quality: Learners should expect and receive a quality experience with distributed
and distance education.

Flexibility/Accessibility: Learners should have as much flexibility to learn in the mode, time, and place that is compatible with their individual circumstances.

Equity/Openness: Learners should have equitable opportunity for distributed and distance learning regardless of geographical location or socio-economic status.

Improvement: Continuing activity should be directed toward improvement and advancement of the field of distributed and distance learning and training.

Involvement: The active involvement of learners, deliverers, receivers, and facilitators is essential to the advancement of distributed and distance learning.

Transferability/Viability: Technology, learning systems, credit, and credentials should be transferable/viable.

Cooperation: Everyone benefits from cooperation amongst those involved in development, delivery, and reception of distributed and distance learning.

Fiscal Year

The fiscal year of the Association shall be from the first of April to the thirty-first of March each year.

Membership

1. Any person or organization interested in education and training in or through distributed and distance delivery may become a member (individual or student) upon payment of the applicable membership fee and approval by the Board.
   
2. Any member wishing to withdraw from membership may do so upon a notice in writing, delivered in the mail or electronically, to the Board through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Association until reinstated.
   
3. Any member upon majority vote of the Board may be expelled from membership for any cause which the Association may deem reasonable.
   
4. Membership shall be for the fiscal year of the Association.
   • Individual members: Open to persons interested or involved in the provision of distributed or distance learning. Individual members may participate in all discussions, have one vote on all issues, and hold office within the Association.
   • Student members: Open to all students studying or interested in the field of distributed and distance learning. Student members may participate in all discussions, but do not have a vote and cannot hold office in the Association.

Meetings

The Association will follow Robert’s Rules of Order.

General meetings: General meetings of the Association may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing, delivered in the mail or electronically, to the last known address of each member, ten days prior to the date of such meeting.

Annual meetings: The Association shall hold an annual meeting on or before March 31 each year, of which notice in writing, delivered in the mail or electronically, to the last known address of each member, 30 days prior to the date of the meeting.

Business of annual meetings: The business of each annual meeting shall include receipt and approval of the following:

• minutes from the previous year’s annual meeting;
• report from the President;
• the Treasurer’s audited financial statement and appointment of an auditor for the ensuing year;
• a membership report from the Secretary; and
• reports of any committees of the Board or by Board members that were designated in advance of the annual meeting.

Special meetings: Other meetings of the members may be convened by order of the Board of Directors or upon the written request, received by mail or electronically, of a minimum of 25% of the Association members in good standing, to the Secretary of the Board. The nature of the meeting must be stipulated. Upon receipt of same, the Board of Directors shall have a period of 21 days to call the meeting.

In the event the Board fails to call the meeting within the said 21-day period, any member who signed the requisition may call the meeting. Notice of special meeting shall be in writing, delivered by mail or electronically, to the last known address of each member, at least ten days prior to the date of such meeting.

Place of meetings: Meetings of the members of the Association shall be held at a place and by means determined by the Board.

Quorum and procedures: In any meeting of members, (general, annual, or special), 15% of members in good standing shall constitute a quorum. Decisions made at any meeting of the members, shall be determined by the majority of the votes cast.

Committee meetings shall be called at the discretion of the committee chairperson.

Voting must be made in person or by means determined by the Board.

Board of Directors

The Board of Directors shall consist of the following: President, Past President: Vice President; Secretary; Treasurer; and two Directors at large. Board members are elected for a two year term, with a minimum of half the Board members alternating. Officers are named at the first meeting of the new Board.

The Board shall, subject to the by-laws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Association. Meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. Members of the Board shall be given ten working days notice in writing, or 5 working days notice delivered by electronic means, fax, or telephone, of any meetings of the Board. Any four Board members shall constitute a quorum.

A special meeting may be called on the instructions of any two Board members thereof provided they request in writing that the President call such meeting, stating the business to be conducted.

Meetings may be held without notice if a quorum of the Board is present, provided that any business transactions at such meeting be ratified at the next regularly called meeting of the Board; otherwise the transactions shall be null and void.

Any director or officer upon a majority vote of all Association members in good standing may be removed from office for any cause.

The elected members to the Board of Directors shall determine, by majority vote, the individuals who will fill the offices of President, Vice President, Secretary, Treasurer, and the two Directors at large.

Duties of Officers

Note: All officers are responsible for housing and maintaining their working files and records.

1. The officers of the Association shall perform the regular duties of their respective offices as outlined herein and occasional duties which will be determined by the membership or Board of Directors.
   
2. Each member of the Board of Directors will be responsible for holding a position on a standing committee.
   
3. The President of the Association shall be the executive head of the organization, and will: preside at all business meetings; carry out the instructions of the membership and the Board of Directors; preside at general and special meetings; and sit as an ex-officio member on all committees of the Association.
   
4. The Vice President, in the absence of the President, shall assume the duties of the President.
   
5. The Past President, in the absence of the President and Vice President, shall assume the duties of the President. Further delegation of Presidential responsibilities shall be determined by the Board of Directors.
   
6. The Past President shall chair the Nominating and Elections Committee.
   
7. It shall be the duty of the Secretary to attend all annual and special meetings of the Association and of the Board, and to keep accurate minutes of the same. The Secretary will be responsible for maintaining files and documents of the Association, including electronic files. In case of the absence of the Secretary, his or her duties shall be discharged by such officers as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the Association, and under the direction of the President and the Board.
   
   The Secretary shall also keep a record of all the members of the Association and their postal and e-mail addresses and send all notices of the various meetings.
   
8. The Treasurer shall receive all monies paid to the Association and shall be responsible for the deposit of same with the financial institution of the Association.
   
   The Treasurer is responsible for establishing and maintaining with the financial institution of the Association all documents required for Signing Authority of the Association. Two signatures of members of the Board of Directors are required for signing Authority: one must be the Treasurer and the other can be either the President or Vice President of the Association. These signatures are required to sign cheques and/or to conduct business on behalf of the Association.
   
   The Treasurer shall properly account for the funds of the Association and keep such books as may be directed. The Treasurer shall present a detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the annual meeting a statement duly audited, as hereinafter set forth, of the financial position of the Association, and submit a copy of same to the Secretary for the records of the Association.
   
9. The office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.
   
10. Delegation of duties: Duties of Directors may be delegated. In case of the absence, inability, or refusal to act of any officer of the Association, or for any other reason which the Board may consider sufficient, the Board may delegate all or any of the powers of such officer to any other officer or to any Director for the time required.
    
11. Vacancies: Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remains in office, be filled by the Directors from amongst the qualified members of the Association, if they shall see fit to do so. Otherwise, such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected. Vacancies for the offices of President and Vice President must be filled by existing Directors.

Nomination and Election Procedures

1. The membership will elect six members to the Board of Directors for a two-year term. Three individuals will be elected in even years; three individuals will be elected in odd years.
   
2. The elected members to the Board of Directors shall determine, by majority vote, the individuals who will fill the positions of President, Vice President, Secretary, Treasurer, and the two Directors at large. The Board elects officers for one term at the first meeting after the Annual General Meeting. The length of one term lasts from the first meeting after one annual general meeting until the next annual general meeting. The President shall not serve for more than two consecutive terms.
   
3. The Past President is the seventh member of the Board. He/she remains on the Board until the most current President becomes the Past President.
   
4. The Board of Directors will annually appoint members to all committees.
   
5. The Past President shall serve as chairperson of the Nominating and Elections Committee, which shall include two other members of the Association. The Nominating and Elections Committee shall be responsible for obtaining nominations and for supervising the election of the officers of the Association.
   
6. The election process will be by mail or electronic means.
   
7. Two members of the Association who are in good standing, may submit to the Chairperson of the Nominating and Elections Committee, a nomination of a member in good standing for a position on the Board of Directors. A biographical sketch of the nominee must be submitted with the nomination. This nomination and biographical sketch must be received by the chairperson at least 45 days prior to the Annual General Meeting.

Within 15 days following the deadline for nominations the chairperson shall send an official ballot with biographical sketches of the nominees, to each member in good standing. The closing date for ballots will be clearly stated and strictly adhered to. Any ballot received with a postmark later than the closing dated will be invalid. Balloting that can be conducted by electronic means and which assures reasonable confidentiality will be acceptable.

• Upon the close of the election the Chairperson, Nominating and Elections Committee shall tabulate the returns, and report the results of the election to the Board of Directors. A tie-breaking vote for any opening may be cast by the Chairperson, Nominating and Elections Committee.

In the event that an insufficient number of nominations are received by the nominations deadline date, the following procedures will be implemented:

• those individuals nominated shall be considered elected by acclamation;
• all remaining vacancies which have not been filled by acclamation will be filled by nominations from the floor and election at the Annual General Meeting;
• the election results shall be reported to the membership at the general meeting of the Association immediately following the election. Ratification of elections shall be by way of a vote to destroy the ballots used in the election; and
• newly-elected officers shall take office at the conclusion of the general meeting at which the election results are announced.

Committees:

The Board may appoint or elect any special or standing committees that may from time to time be required in the opinion of the Board.

The standing committees of the Association and their roles shall be:

The Nominating and Elections Committee shall be responsible for obtaining a minimum of one nomination for each vacancy and supervising the election for the position of vacancies on the Board of Directors.

The Public Relations Committee will promote and create an awareness of the Association, its goals, objectives, and philosophy. The committee will also solicit government and agency support for distributed and distance learning and training, and promote greater public awareness and understanding of distributed and distance learning through the use of appropriate media. This committee is responsible for membership recruitment.

The Conference Planning Committee will promote professional development activities for the members of the Association and other interested individuals by facilitating an opportunity for an annual activity which would be coordinated with the Annual General Meeting. The committee may also promote other professional development activities as required. The committee will also promote research into distributed and distance learning practice and theory.

Note: Any policy, plan, or budget developed by a standing committee shall be approved by the Board.

Audit

The books, accounts, and records of the Treasurer shall be audited at least once a year by a duly qualified accountant or by two members of the Association elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual General Meeting of the Association.

The books and records of the Association may be inspected by any member of the Association at the Annual General Meeting, provided for herein, or at any time upon giving reasonable notice and arranging for a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.

Dissolution

If at any Annual General Meeting a resolution for the dissolution of the Association shall be passed by a 2/3 majority, written notice by mail or electronic means having been given in advance, the Directors shall thereupon proceed to realize on the property of the Association, and thereafter discharge all liabilities of the Association, and shall then resolve to distribute the balance, if any, to another charitable or non-profit organization approved at the meeting of the dissolution. Thereafter the Association shall be dissolved.

Remuneration

Unless authorized at any meeting and after notice for same has been given, no officer or member of the Association shall receive any remuneration for his or her services.

Manner of Making, Altering, and Rescinding By-laws

1. The by-laws of the Association shall not be altered or added to except by a “special resolution” of the Association.
   
2. A special resolution must be passed by a majority of the membership of such members entitled to vote.
   
3. The purpose of the resolution must be submitted in writing, mailed or by electronic means, 21 days prior to a general meeting, where notice has been duly given.
   
4. The new by-law shall come into force when confirmed by the members of the Association at a meeting held in accordance with the by-laws of the Association.

Member Services

Services available to MADLaT members might include:

• tri-yearly newsletters;
• professional development opportunities by way of traditional, distributed, and/or distance delivery modes;
• an annual conference to promote communication among members and to provide an opportunity to examine new developments in distributed and distance learning;
• electronic discussions on relevant distributed and distance learning topics;
• a MADLaT membership list containing professional contacts across Manitoba;
• an opportunity to influence the development of programs and policies in distributed and distance education in Manitoba;
• general and special meetings at the call of the President, the Board of Directors, or the membership;
• an annual meeting to conduct MADLaT business;
• voting privileges (student members excluded);
• an opportunity to hold office on the Board of Directors (student members excluded); and
• an opportunity to participate in standing committees of the Association.

March 2004

Appendix 1:

Membership fees of MADLaT

1. Individual member: $25.00 Canadian dollars per fiscal year.
   
2. Ful