The Maryland Distance Learning Association is a non-profit association formed to promote the development and application of distance learning to education, training, research, business, and communications in Maryland.
A Chapter of the United States Distance Learning Association
Adopted: April 18, 2001
Revised: April 4, 2001
Ratified: May 31, 2001
Revised: November 14, 2002
Ratified November 22 , 2002
ARTICLE I Affiliation
The Maryland Distance Learning Association (MDLA) [the Chapter] shall be an affiliated Chapter of the United States Distance Learning Association (USDLA) [the Association].
ARTICLE II Membership
Section 1. Qualifications and Dues
Membership in the MDLA may be obtained upon payment of annual dues for the designated membership year in the amounts voted upon by a majority of the membership either at a general membership meeting or through a mailed ballot. Annual dues shall be $30.00 for individuals, $150.00 for non-profit organizations, and $300.00 for for-profit organizations. The membership year shall be July 1 through June 30.
Under Article III, Section I of the Constitution applicants shall submit a completed membership application form for consideration by the Finance and Membership Committees.
Section 2. Prerequisite to Participation
Participation as an officer, committee member, or voting member in the Maryland Distance Learning Association shall be contingent upon valid membership.
Section 3. Membership meeting
There shall be regular membership meetings each quarter. Notification of the date and place of such meeting shall be given both verbally and communicated by mail to the members at least thirty (30) days prior to such meetings.
Section 4. Special meetings
Special meetings of the membership may be held on call by the President, initiated by a majority vote of the Executive Committee, or upon a petition filed with the Secretary by at least ten percent of the membership. The date and place of any such special membership meeting shall be communicated by mail by the Secretary to the members at least two weeks prior to the holding of such special meeting.
Section 5. Annual meeting/conference
An annual meeting and/or conference of one or more days shall be held each year during the spring.
Section 6. Parliamentary Procedure
Membership meetings shall be conducted according to the latest edition of Robert’s Rules of Order.
Section 7. Quorum
A quorum shall consist of five percent (5%) of the membership.
ARTICLE III Affiliates
Section 1. Affiliate Membership.
The Maryland Distance Learning Association will encourage affiliation with other organizations that share and reinforce the mission and goals of MDLA.
Section 2. Application for Affiliation
Organizations seeking affiliation with MDLA should submit a request, in writing, to the Board of Directors. The request should be signed by the President and Treasurer of the organization applying for affiliation.
Section 3. Annual Reports.
Affiliates will report annually to the MDLA Executive Committee the names and addresses of their officers and members and will submit a written report of the nature and extent of their activities and programs.
Section 4. Financial Assistance
Affiliates may apply for financial assistance from the Chapter by submitting a formal written proposal.
Section 5. Probation
Affiliates that do not meet the requirements of Sections 1 and 2 above shall automatically be placed on probation, and as such will no longer be eligible to apply for financial assistance.
Section 6. Termination
A. Affiliates that remain on probation for one full year will automatically be terminated from Affiliate status with the Chapter.
B. Affiliates may be terminated from their status with the Chapter at any time upon request, or for good and sufficient reason, by majority vote of the MDLA Executive Committee.
ARTICLE IV Board of Directors
Section 1. Number, Tenure, and Qualifications
The Board of Directors shall consist of six (6) members, elected for different terms, and at different times by the Membership of the MDLA, by the close of the annual meeting/conference of the Chapter. The Executive Committee will determine specific office assignments.
Tenure for the Board of Directors is as follows: One year for each position. The President Elect makes a three-year commitment, one as President Elect, one as President, and one as Past President.
- Every year – election of a President-elect
- Even numbered year – election of a Treasurer, Vice President
- Odd numbered year – election of a Secretary
The members of the Board of Directors also serve as the Executive Committee of the Chapter. The role of each Board Member on the Executive Committee is, as follows:
President of the Board – Chair of the Executive Committee; Chair of the Conference Committee
- Vice President – Chair of the Program Committee
- Treasurer – Chair of the Finance Committee
- Secretary – Chair of the Membership Committee
- Past President – Chair of the Publications Committee; Chair of the Nominations and Elections Committee; Chair of the Advocacy Committee.
- President Elect – Chair of the Awards Committee; Chair of the Publicity Committee
Section 2. Regular Meetings
At least four regular meetings of the Board of Directors shall be held each calendar year at such times and such places as the Board of Directors may determine. Written notification of the time and place and proposed agenda shall be mailed to the members of the Board of Directors one-month prior to each meeting.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President, or a majority of the members of the Board. Notice of the time and place of any special meeting shall be given to each director in writing, by mail, at least three (3) days prior to the date of such special meeting.
Section 4. Parliamentary Procedure
Meetings of the Board of Directors shall be conducted according to the latest edition of Robert’s Rules of Order.
Section 5. Quorum
A majority of the members of the Directors of the Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. However, if less than a majority is present at a meeting, a majority of the Directors present will adjourn the meeting and it will be rescheduled. Board members may send their proxy to the President of the Board prior to Board meetings.
Section 6. Vacancies
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 un-expired term of his/her predecessor in office.
Section 7. Conflict of Interest
Officers and members of the Board of Directors:
- May not be employed by the MDLA on a contractual or full-time basis during their term in office.
- May not receive compensation for performing the duties and responsibilities of their office,
- May be reimbursed for justifiable expenses related to meetings and other duties of their office (mileage, postage, etc.).
- Should remove him/herself from the voting process when determining compensation, benefits etc., for spouses, relatives or in other circumstances where there is a potential conflict of interest.
- Ensure that all compensation/salaries paid to any employee of the organization will be reasonable for the services rendered and comparable with other like organizations.
ARTICLE V Officers
Section 1. Officers
The officers of this Chapter shall be the President, Vice President, Secretary, Treasurer, President Elect, and the Past President of the Board of Directors, each of whom shall be nominated and elected as hereinafter provided. Together these officers shall constitute the Executive Committee.
Section 2. Nomination
The Chair of the Nomination Committee shall begin the nomination procedure by January 20th every year. Nomination forms shall be posted on the MDLA Web site AND sent via email to all members. The nomination form shall list clearly the positions that are open, including all roles. A short description of the roles shall be found on the MDLA Web site and reference to that site should be included in the nomination form.
Section 3. Election and Term of Office
The Chair of the Elections Committee 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 distributed to each member in good standing of the Chapter via email by February 20th of each year. Each member shall be entitled to one vote for each officer to be elected and the candidate receiving a plurality of the votes cast for that office shall be deemed elected. Ballots shall be cast before or at the spring conference, and any ballots received subsequent to this deadline shall be invalid. The ballots shall be counted by the members of the Election Committee and certified to the President, who shall announce the results to the membership in May of each year. All terms of office for officers of this Chapter shall begin on July 1 and end on June 30, unless such term begins on another date so as to fill a vacated officer position.
Section 4. Vacancies of office
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 un-expired term of his/her predecessor. Should the President Elect or the elected Vice President resign, the Board of Directors shall call for a special election by ballot of the membership to fill the vacancy. For this purpose the Board of Directors shall nominate two (2) candidates on the ballot. The election shall be completed within forty-five (45) days of the resignation.
Section 5. Duties of Officers
A. The duties of the President shall be to function as the Executive Officer of the Chapter, to preside at all business meetings and meetings of the Board of Directors, and to carry out the instructions of the Directors. The President shall represent the Chapter at any State or National meetings designated by the Board or to which he/she is invited for Chapter business. Expenses such as attendance/registration fee, lodging, meals, and travel up to a maximum as stated by the budget shall be paid by the Chapter.
B. The duties of the Vice President shall be to serve as Executive Officer (President) in the President’s absence. The Vice President shall serve on the committees and perform such other duties as delegated by the President and/or Board of Directors. The Vice President serves as Chair of the Program Committee.
C. The duties of the Secretary shall be to keep records of all membership and Board of Directors meetings, and to perform such other duties as are delegated by the President and/or Board of Directors. The Secretary serves as the Chair of the Membership Committee.
D. The duties of the Treasurer shall be to collect all dues and other accounts due the Chapter, and deposit such funds in the name of the Maryland Distance Learning Association in a financial institution approved by the Board of Directors. The Treasurer will keep accounts of the sources of all income and the purposes of all expenditures, and provide a complete financial report for the Chapter membership at the annual meeting/conference with a revised and final report for the year being submitted to the Board of Directors no later than June 30 each year. The Treasurer is Chair of the Finance Committee.
E. The duties of the President-Elect are at the discretion of the President, but generally involve an internship for President. The President-Elect serves as the Chair of the Awards Committee, and as Chair of the Publicity Committee.
F. The duties of the Past President are as consultant to the President and to assist where help is needed, as agreed upon by the President and Past President. The Past President serves as Chair of the Publications Committee, Chair of the Advocacy Committee and as Chair of the Nominations and Election Committee.
ARTICLE VI Committees
Section 1. Standing Committees
When determined as necessary by the Executive Committee, Standing Committees may be established on Publications, Legislation/Advocacy, Membership, Nomination and Election, Conferences, Program/Professional Growth, Awards, Finance, and Publicity. Each Committee shall consist of at least two (2) members recommended by the President and approved by the Board of Directors. The Chair of a Standing Committee shall be designated by the President and approved by the Board of Directors. The Chair of each Standing Committee shall provide reports of Committee activities at each meeting of the Board of Directors, and shall submit a written report of Committee activities to the Board of Directors prior to September 30 of each year. The term for each committee chair is the length of their service in office. All other committee members serve for one year.
If a vacancy occurs, it shall be filled by appointment of the President or his/her designee.
Section 2. Publications
This Committee shall publish the official publications of the Maryland Distance Learning Association and also be responsible for the MDLA Website on the Internet.
Section 3. Legislation/Advocacy
This Committee shall keep the membership apprised of pending legislative developments and proposals that may affect the stated purposes of the Chapter, shall recommend action for Board approval, and shall carry out other directives of the Board. If/when the President drafts a letter of advocacy; it will be the role of this committee to distribute it through the proper channels.
Section 4. Membership
This Committee shall maintain accurate records of the membership, and shall in all appropriate ways, urge those who are eligible to become members of the Chapter.
Section 5. Nomination and Election
This Committee shall conduct the Election of Officers and Directors as set forth in the Constitution and Bylaws.
Section 6. Conferences
This Committee shall plan, organize and conduct the annual conference of the Chapter. The Committee shall recommend to the Board for approval a date and site for the conference at least eight (8) months in advance. The Committee members shall be appointed for one year and are eligible for reappointment. The Chair of this committee is the President of the Board of Directors.
Section 7. Programs/Professional Growth
This Committee shall promote the professional development of the membership. At least three (3) programs will be offered each year, with a goal of providing more than three.
Section 8. Awards
This Committee shall designate those persons who shall be honored by the Chapter as directed by policies set by the Board. Awards are given at the spring conference. The Distance Educator of the Year Award is jointly presented by MDLA and the College of the Air Distance Education Consortium (COADEC).
Section 9. Finance
This Committee shall advise the Board on fiscal matters and prepare the annual budget of the Chapter. The Treasurer shall serve as Chair.
Section 10. Publications
This Committee shall utilize all appropriate means to acquaint the educational community and the lay public with the role and importance of distance learning and its associated technology in educational and training programs. This committee may be broken into two sub-committees – one for print media and one for electronic media.
Section 11. Other Standing 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 Chapter. 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.
Section 12. Special or Ad-Hoc Committee
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
Section 1. Initiation of Amendment
Amendments to these Bylaws may be initiated by the Executive Committee; or by a Committee authorized by the Executive Committee for the purpose of recommending Amendments to the Bylaws; or by a petition signed by five percent (5%) of the membership directed to the Executive Committee setting forth the proposed Amendment.
Section 2. Adoption
An amendment initiated as herein provided may be adopted by a majority vote of all the members present and voting at any regular or special meeting of the membership.
ARTICLE VIII Miscellaneous
Section 1. Mailing.
In all instances within these Bylaws where the words mail or mailing are used, it is intended that this refer to either electronic mail (e-mail) or U.S. postal mail.