By-Laws

Quick Find through our By-Laws:

Name:

The name of this not-for-profit organization will be Association for Distance Education and Independent Learning. The name reflects the broad inclusion of many aspects of distance education, online learning, and independent learning through synchronous or asynchronous means.

Purpose:

This association exists for all persons interested in distance education and independent learning, particularly for the purpose of providing professional development opportunities.

Objectives:

  •  To provide and promote professional development opportunities and increased collegiality among distance education personnel and others interested in the field.
  • To foster and promote improved understanding and appreciation of distance education both within the secondary and higher education community and among the larger population.
  • To disseminate pertinent information to the membership.

Membership:

    •  Membership is available on an individual basis only; there is no provision for institutional membership. Membership is open to anyone interested in the field of distance education and independent learning.
    •  The Board of Directors of the organization will establish a membership year and a schedule for membership dues.Lifetime Memberships
      ADEIL Lifetime Memberships may be granted to individuals who have distinguished themselves for outstanding service in the field of distance education. Candidates must be carefully scrutinized, using the criteria immediately below:
    •  Candidates must have been retired.
    • Candidates must have been a member of ADEIL for at least ten years and must have made a significant contribution to ADEIL as a board member, a committee person, or must have served in an official capacity in the ADEIL organization no less than four years. Lifetime Member candidates must be nominated by at least two current at-large members, and candidates are given this honor by a majority vote of the ADEIL Board of Directors at the annual fall meeting so that announcements can be made at the fall business meeting.
    • Lifetime Members may vote in ADEIL elections.
    • Lifetime Members are exempt from conference registration and membership fees.

Organization Administration:

  • The administration of the organization will consist of the elective executive positions detailed below and an elected Board of Directors. All individuals elected to serve in the executive positions or as members of the Board of Directors must be members in good standing of the organization at the time of their nomination, election, and service.

Executive Positions:

  •  President. The president will serve a one-year term following a term as president-elect. The individual serving in this position will preside at meetings, appoint committee members, and generally carry out the usual functions of a president and presiding officer at meetings of the organization and the Board of Directors. The president may create ad hoc committees and task forces with the approval of the Executive Committee. The president will be an ex-officio member of all committees except for the Nominating Committee.
  •  President-Elect. The president-elect will serve a one-year term. The individual serving in this position will temporarily assume the duties of president upon the absence or disability of the president. The president-elect will serve as the chair of the Planning Committee for the annual conference and workshop. Upon completion of her or his term of office, the president-elect will succeed to the presidency of the organization.
  •  Secretary. The secretary will serve a two-year term. The individual serving in this position will keep accurate records of the annual business meeting of the organization, meetings of the Board of Directors, meetings of the Executive Committee, and generally carry out the duties of the secretary.
  •  Treasurer. The treasurer will serve a two-year term. This individual will receive all moneys conveyed to the organization and deposit same in a depository voted upon by the Board of Directors. She or he will keep an accurate account of the income and disbursements in the books of the organization. These records will be examined regularly upon the request of the Board of Directors. Such an examination will be conducted in a manner approved by the Board of Directors. The treasurer will serve with whatever bond or surety the organization may require. The treasurer will monitor the membership list of the organization and provide membership information for the annual directory.
  •  Immediate Past-President. Upon completion of his or her term as president, that individual will serve an additional one-year term as immediate past-president. The individual holding this position will chair the organization’s Nominating Committee.Board of Directors:
    The organization will have a Board of Directors. Membership of the board will consist of the president, president-elect, secretary, treasurer, immediate past-president, and eight individuals elected specifically to the board. In addition, the Board will include, ex officio, the member who is the registered agent for the state in which ADEIL is incorporated.
  •  The eight individuals serving specifically on the board will serve two-year terms and will be elected in the following manner: Four members will be elected in odd-numbered years, and four members will be elected in even-numbered years. An individual may not be elected to more than two consecutive terms on the Board of Directors.
  •  The board will establish committees as deemed appropriate. All committees will exist at the pleasure of the board. The board will exercise all powers and fulfill all responsibilities generally associated with such a group. The status of the Archivist will be ex officio.
  •  A quorum of the board will consist of a majority of the membership of the Board of Directors.Vacancies:
    Elected positions will be filled in the following manner.
  •  If the president is unable to complete her or his term of office, the president-elect will fill the remainder of the term.
  •  If the position of the president-elect becomes vacant, a special election, conducted by the Nominating Committee, will be held to fill the position.
  •  In the event the position of secretary-treasurer becomes vacant, the Board of Directors will appoint an individual to fill the unexpired term.
  •  Vacancies on the Board of Directors will be filled by individuals appointed by the president with the advice of the Executive Committee. Individuals appointed to the board in such a manner will serve for the unexpired term of the vacant position.

Meetings:

  •  The Association for Distance Education and Independent Learning will hold a business meeting in conjunction with its annual conference and workshop.
  •  The location of annual meetings will be determined by the Board of Directors in response to its call to institutions to host the annual conference and workshop. The selection of locations should be accomplished in such a manner that plans include each year’s annual meeting, the site for the next year’s meeting and, preferably, that of the following year’s meeting.
  •  The Board of Directors will hold a minimum of one meeting per year, at the annual conference. The President may call additional meetings as she or he deems appropriate. If at all possible, these meetings will be held via electronic media, such as teleconferencing.
  •  The registration fee for the annual conference and workshop will include annual professional membership dues, thus conferring membership in the organization on all attending this event.
  •  All members of ADEIL will be entitled to vote during the annual business meeting and in instances of postal or electronic balloting.

Elections:

  •  A Nominating Committee appointed by the president and chaired by the immediate past-president will be responsible for the election process. This committee will solicit nominations from the professional membership of the organization, construct a ballot, and conduct the election. To be eligible for nomination, a person must be a current member of ADEIL. In constructing the ballot, the Nominating Committee will strive to achieve a geographic and/or organizational balance that reflects the diversity of the membership.
  •  For the office of President-elect only, nominees must have served or be serving as an ADEIL present or past officer, member of the Board of Directors, or committee chairperson.
  •  All elections will be held by postal or online ballot conducted at least one month prior to the annual conference/workshop; provided a full slate of candidates for the open positions has been obtained.  If the full slate of candidates has not been obtained, elections may be postponed until all open positions have a candidate.  Open positions need to be filled by the first Board of Directors meeting of the new term.
  •  All officers and board members will be elected by a simple plurality vote of those voting. If those voting fail to elect an officer by plurality vote, further balloting will continue until a plurality vote has been attained. For the Board of Directors, those individuals receiving the highest number of votes will be elected to fill the vacant positions.
  •  If a tie occurs for Secretary, Treasurer, or Board member, the President with the advice of the Executive Committee will select a winner from one of the tied candidates.
  •  If a tie occurs for President-Elect, a special election will be held to fill the position. In the unlikely event that the special election results in a tie, the Board (excluding the president) will select a winner from the tied candidates by private, majority vote. The president will serve as a tie-breaker should the Board’s vote result in a tie.
  •  Those elected will assume their offices at the organization’s annual business meeting.Hold Harmless Clause:
    The board of directors and executive positions within ADEIL will indemnify and hold harmless each board member and/or executive officer (president, president-elect, secretary, treasurer, or immediate past-president), and also relatives and heirs of the named board members and officers, from all loss, cost, and reasonable expenses hereafter incurred in the payment, settlement, and defense of any claim, suit, or proceeding brought against an elected official of ADEIL or former elected official because of any action alleged to have been taken or omitted as a an elected or former official.

    Parliamentary Authority:

    The rules contained in Robert’s Rules of Order (Revised) will be the parliamentary authority in all cases not covered by these guidelines.

    Adoption of Amendments to the Bylaws:

  •  The By-Laws may be amended at general business meetings at the annual conference by a two-thirds vote of eligible voters attending the meeting or a vote may be conducted electronically by a two-thirds vote of eligible members.
  •  Notice of any proposed bylaw change(s) will be presented in person or by mail or electronic delivery to members before the vote, as determined by the president.