CONSTITUTION BY-LAWS
Revised 1.13.10
Article I. Name
The name of this organization shall be TODOS: Mathematics for ALL (hereinafter referred to as TODOS).
Article II – Affiliations
TODOS shall be affiliated with the National Council of Teachers of Mathematics (NCTM) and may affiliate with other organizations whose mission and goals are in alignment with those of TODOS.
Article III - Membership
Section 1: Membership
Membership shall be open to everyone interested in advancing the mission and goals of TODOS.
Section 2: Members in Good Standing
Individuals whose dues are current are considered members in good standing.
Section 3: Membership Categories and Dues
Membership categories and dues will be set by the Board of Directors.
Article IV - Organization
Section 1: Purpose of the Board of Directors
The Board of Directors, hereafter called the Board, shall set and implement policy for the organization.
Section 2: Membership of the Board
The Board shall consist of the elected officers and appointed members. The elected officers, who constitute the voting members of the Board, are: President, Vice-President, President-Elect/Immediate Past-President and Directors. The appointed members, who constitute the non-voting members of the Board, are Executive Secretary, Secretary, Treasurer, and Chairpersons of Standing Committees.
Section 3: Duties of the Board
The duties of the Elected Members of the Board are to:
a) Set policy.
b) Recommend individuals for appointed positions.
c) Approve the budget.
d) Set and approve the charge and goals for each committee and task force.
e) Determine the number of members that each committee and task force needs to perform its work effectively.
Section 4: Board Meetings and Quorum
a) The Board shall hold at least one meeting annually.
b) A quorum shall consist of a majority of the voting members of the Board. Board members who are not in attendance should participate in voting discussions and decisions electronically or by telephone and be counted as present. If necessary, a member may assign a proxy vote, in writing, to another voting board member.
Section 5: Decision Making
It is the intent of the organization that all decisions of the Board shall be made by majority vote of the voting members of the Board.
Article V - Board Members
Section 1: Elected Officers
a) The elected officers of TODOS are President, Vice-President, President-Elect/Immediate Past-President, and five Directors.
b) The elected officers must be TODOS members in good standing for at least the previous year before being placed in nomination and for the duration of their terms in office.
c) The Presidential Team consists of the President, Vice-President, and President-Elect/Immediate Past President.
Section 2: Appointed Members of the Board
a) Appointed members shall consist of the Executive Secretary, Secretary, Treasurer and Chairpersons of Committees.
b) The President selects appointed members based on recommendations from the general membership, committees, and Board members. In making appointments, the recommenders and the President shall consider the diverse needs of the organization.
c) Appointed members must be members in good standing at the time of appointment and for the duration of their terms in office.
Section 3: Terms of Office
a) The President serves a two-year term.
b) The President-Elect serves a one-year term and assumes the office of President in the following year.
c) The Immediate Past-President serves a one-year term following completion of his/her term of office as President.
d) The Vice-President serves a three-year term.
e) The five Directors each serve a three-year term. No more than two Directors shall be elected in a given year.
f) The appointed members of the Board shall serve a term of one or two years, which may be renewed.
g) Terms of office shall begin and end immediately following the annual business meeting, depending on the individual's designated term of office.
Article VI - Duties of Board Members
Section 1: Duties of All Board Members
All Board Members are to:
a) Promote the mission and work toward implementing the goals of TODOS.
b) Perform such duties as assigned and complete assignments in a timely fashion.
c) Attend all meetings of the Board, as requested by the President.
d) Uphold the nonprofit status of the organization.
e) Submit a written request of resignation to the Board, if they are no longer able to perform their duties, or if the Board votes to request their resignation.
Section 2: The President
a) Serves as chief executive officer of the organization and as chair of the Board.
b) Represents the organization or appoints TODOS representatives to appropriate forums.
c) Organizes, sets agendas, and presides at Board meetings and other meetings of the organization.
d) Works with the Presidential Team to make immediate decisions when necessary.
e) Proposes task forces and committees for Board approval, as needed.
f) Informs candidates for elected office and then the general membership about election results.
g) Appoints members to the positions of Executive Secretary, Secretary, Treasurer, chairpersons of committees, task forces, representatives, liaisons, and outreach designees taking into account the diverse needs of the organization.
h) Appoints members to fill vacancies in elected positions on the Board.
i) Advises committee and task force chairs to ensure that they each understand their group's goals and charge.
j) Attends committee meetings and provides advice as needed.
k) Serves on the Resources Committee.
l) Has final signing authority on all TODOS grant applications and contracts.
Section 3: The President-Elect
a) Assists the President and becomes President at the conclusion of the President's term of office.
b) Serves on the Presidential Team to advise the President to make immediate decisions when necessary.
c) Serves as a voting member of the Board.
d) Chairs the Resources Committee.
e) Attends committee meetings as assigned by the President and provides advice to them as needed.
f) Supervises and coordinates the work of appointed affiliate representatives, liaisons and outreach designees.
g) Prepares an annual report of TODOS affiliate, liaison and outreach activity for the Board before April 1.
h) Before taking office as President, prepares a list of appointments that should reflect the diverse needs of the organization.
Section 4: The Immediate Past-President
a) Assists the President relative to the transfer of office.
b) Serves on the Presidential Team to advise the President to make immediate decisions when necessary.
c) Serves as a voting member of the Board.
d) Chairs the Resources Committee.
e) Attends committee meetings and provides advice as needed.
f) Supervises and coordinates the work of appointed affiliate representatives, liaisons and outreach designees.
g) Prepares an annual report of TODOS affiliate, liaison and outreach activity for the Board before April 1.
Section 5: The Vice-President
a) Serves on the Presidential Team to advise the President to make immediate decisions when necessary.
b) Serves as executive officer of the Board and the organization when the President is unavailable.
c) Assumes the Presidency should the President be unable to complete the term of office, or upon acceptance of the President's written resignation, and serves for the balance of that person's term of office.
d) Chairs the Projects Committee.
e) With the help of the Board, identifies, monitors, and adjusts the projects of the organization, so they best meet TODOS' goals.
f) Recommends project leaders for appointment by the President.
g) Works with the Resources Committee to secure funding for proposed and approved projects.
h) Prepares an annual report of TODOS projects for the Board before April 1 of each year.
Section 6: The Directors
a) Vote on policy issues that come before the Board.
b) Act as liaisons to, and as working members of committees, task forces, and projects to which they are assigned by the President.
c) Make recommendations to the President for chairpersons, members of committees and other appointed positions.
d) Work with the Membership Chair to recruit members in their regions.
e) Work with the Conferences Chair if there is a conference in the region in which they reside.
Section 7: The Executive Secretary
a) Assists in planning and preparing for Board meetings.
b) Assists the Presidential team as needed with duties as assigned.
c) Assists in transition involved with Board members and committee chairpersons.
d) Maintains and monitors the organization’s calendar with timelines and due dates.
e) Ensures By Laws and Procedures are followed and updated.
f) Ensures the organization is current with requirements of tax laws and dues to other organizations.
g) Secures and ensures that all legal documents are archived.
h) Researches and applies for items such as ISBN, insurance, copyright.
i) Serves as an ex officio member of the Board and attends all Board meetings.
j) Supports the work of each committee/task force as an ex officio member.
k) Works with the Electronic News Editor to develop each issue.
l) Ensures the Web Site, letterhead and brochures are updated in a timely and regular basis.
m) Ensures that all TODOS communications/publications and documents align with the mission and goals of TODOS, consulting the presidential team as necessary.
n) Oversees printing and distribution of recognition certificates and awards.
o) Works with the Presidential team to acknowledge contributions and support.
p) Is the primary contact person for TODOS.
q) Funnels inquiries to appropriate Board members or committee chairs.
r) Provides information about the organization.
s) Promotes TODOS.
t) Arranges and plans for the Annual Business Meeting and other events as assigned.
Section 8: The Secretary
a) Keeps, maintains, and updates all historical records of the organization.
b) Records the minutes of all meetings and provides summary reports in a timely manner as determined by Board approved procedures.
c) Performs other duties as assigned by the President.
Section 9: The Treasurer
a) Receives and accounts for all income of the organization and deposits these funds in a bank approved by the Board.
b) Pays all expenditures approved by the Board in the annual budget.
c) Pays expenditures not in the annual Board-approved budget upon approval and in accordance with written procedure.
d) Is a voting member of the Finance Committee.
e) Collaborates with the chair of the Finance Committee to prepare the budget.
f) Prepares an annual report that consists of income and expenses with sources of income and line item expenditures. This should be submitted to the Board in accordance with written procedures before the annual Board meeting.
g) Submits financial records to the Board when there is a change of Treasurer.
h) Submits financial records to the Finance Committee for a yearly internal audit and end-of-term audit.
i) Prepares and submits required state and national financial reports.
Article VII – Committees
Section 1: Standing Committees
a) The Standing Committees of the Board shall be the following: Awards, Conferences, Elections, Finance, Member Services, Projects, Research and Publications, and Resources.
b) Other Standing Committees of the Board shall be established as needed.
Section 2: Organization of All Committees
a) The Board shall approve the formation or dissolution of all committees of the organization.
b) The number of members appointed to each committee shall be set by the Board.
c) Committee chairpersons and members shall be recommended by members of the organization, committee chairs, and board members and appointed by the President.
d) The term of appointment for a committee chair is one or two years, which may be renewed.
e) Committee members are appointed for 1-3 years dependent upon the function of the committee.
f) Chairs of Standing Committees serve as non-voting members of the Board.
Section 3: Responsibilities of All Committees
Each committee will receive a written charge from the Board. The committee will develop yearly goals before April 1 each year that will be reported to the Board in the annual report. This report will include:
a) A summary of activities and progress related to the previous year’s goals,
b) Related expenditures,
c) Proposed revisions of goals and activities for the upcoming year, and
d) Projected budget needs.
Section 4: Specific Standing Committee Responsibilities
1. Awards Committee
a) Develops awards programs to recognize and honor teachers and contributing members of the organization and members of the community.
b) Develops awards programs to recognize Latino/Hispanic students at all levels.
c) Works with the Research and Publications Committees to honor researchers whose work has helped to promote TODOS goals.
2. Conferences Committee
a) Manages and implements a system to make equitable selections for program presentations at national, regional, and large conferences with an identified TODOS strand.
b) Works with sponsors of meetings and receptions to make appropriate arrangements.
c) Collaborates with the President to advocate for TODOS speakers/strands at relevant conferences.
d) Collaborates with the Member Services chair to plan conference exhibit booths.
e) Manages and monitors a system to distribute budgeted speaker funds.
f) Organizes any conference sponsored by the organization.
3. Elections Committee
a) Selects committee members based on recommendations by the President. Members of the Election Committee cannot be members of the Board except for the Chair of the Committee. The Immediate Past-President, once removed, serves on the Elections Committee.
b) Calls for nominations from the membership for elected positions.
c) Determines a slate of candidates for elected offices with, at most, two candidates per position.
d) Prepares an election ballot, distributes ballots to members, counts the ballots and keeps a record of the process.
e) Informs the President of the election results.
f) Works with the President to send an official letter to all candidates regarding the results.
g) Works with the President to inform the members of the organization of the election results.
4. Finance Committee
b) Prepares a yearly budget with assistance from the Treasurer and each committee’s input to be presented at a Board meeting.
c) Conducts a yearly audit of the financial records and reports the results of the audit to the Board at the Annual Board Meeting.
5. Member Services Committee
a) Recruits and retains members and collaborates with Outreach Liaisons and Directors.
b) Maintains accurate membership records.
c) Maintains the list serve.
d) Provides the Board with information as requested.
e) Manages the website.
f) Develops, monitors and implements an on-going communication plan.
g) In collaboration with the Conferences Committee Chair and the Vice-President, arranges for and manages the exhibit booth and convention displays.
6. Projects Committee
a) Includes the chairs of each project as members of the committee.
b) Is chaired by the Vice-President.
c) With the advice and consent of the TODOS Board, determines what activities should be undertaken or supported by the organization. These activities should not fall under the charge of another committee, but may be generated by the recommendations of a task force.
d) For each such project, recommends a group of members and a chair to be appointed by the President in order to implement it.
e) Oversees each such project and coordinates all projects.
7. Research and Publications Committee
a) Identifies and disseminates research-based knowledge about the effective teaching and learning of mathematics as it relates to TODOS target populations.
b) Coordinates the development of publications, including a TODOS newsletter, and promotes and supports electronic dialogue among members.
c) Articulates research concerns from the perspective of mathematics teachers of target population students.
d) With other TODOS committees, ensures that all research information disseminated by the organization is current, high quality, and related to TODOS goals.
e) Works with the Awards Committee to honor outstanding research and researchers that advance TODOS goals, including the authors of new dissertations.
f) Works with other TODOS committees and other organizations to promote research in areas that support the TODOS mission and goals.
8. Resources Committee
a) Is chaired by the President-Elect or Immediate Past-President and includes the Presidential Team and one Director as members.
b) With assistance of the TODOS Board, identifies and pursues sources of funding for activities and projects that further the organization’s goals.
c) Has a member who serves as sponsor liaison and who keeps in communication with sponsors of activities and projects, reporting progress to sponsors in a timely manner and encouraging further/continued support.
d) With the assistance of the Presidential Team, the Finance Committee, and in collaboration with appropriate TODOS leaders and committees, writes and submits proposals for funding.
e) Collaborates with the Finance Committee and the Vice-President to develop budgets for funded activities and projects.
Article VIII – Representative(s), Liaison(s), and Outreach Designee(s)
Section 1: Affiliate Representative(s)
a) Is a member in good standing of both TODOS and the affiliated organization.
b) Serves as a liaison to the designated affiliate for a term of one or two years, which may be renewed.
c) Reports affiliate information and related activities to the TODOS President-Elect/Past-President and conveys TODOS information to the affiliate upon the request of the President-Elect/Past-President.
d) Prepares an annual report for the President-Elect/Past-President before April 1 each year, stating progress toward goals, expenditures, projected budget, and future plans in accordance with Board procedures.
Section 2: Liaison(s)
a) Is a member in good standing of TODOS.
b) Serves as a liaison for a term of one or two years, which may be renewed, to a designated organization whose purposes and/or activities are in alignment with those of TODOS.
c) Reports related information to the TODOS President-Elect/Past-President and conveys TODOS information to the designated organization upon the request of the President-Elect/Past-President.
d) Prepares an annual report before April 1 of each year for the President-Elect/Past-President stating progress toward goals, expenditures, projected budget, and future plans in accordance with Board procedures.
Section 3: Outreach Designee(s)
a) Is a member in good standing of TODOS.
b) Serves in an outreach capacity to a designated population with whom TODOS would like to recruit members or create partnerships for a term of one or two years, which may be renewed.
c) Reports activities to the TODOS President-Elect/Past-President.
d) Prepares an annual report before April 1 of each year for the President-Elect/Past-President stating progress toward goals, expenditures, projected budget, and future plans in accordance with Board procedures.
Article IX - Task Forces
Section 1: Establishment of Task Forces
When there are identified areas that need to be addressed by a subset of the membership, a task force of the organization shall be constituted by the Board.
Section 2: Appointment and Term of Task Force Members
Chairpersons and members of task forces shall be appointed by the President for a one-year term.
Section 3: Development of Charge, Goals and Deadlines
The Board shall develop a charge, set goals and deadlines for each task force.
Section 4: Responsibilities of Task Forces
Each task force shall be expected to produce timely reports and action within the parameters specified by the Board at the time of appointment.
Section 5: Evaluation of Task Forces
The Board shall review each active task force in the organization before the annual business meeting and either renew the task force for another year or dismiss it from its responsibilities.
Article X – Student Affiliate(s)
Section 1: Student Affiliates
Student affiliates are for university or college-based organizations run by and for preservice teachers at the undergraduate or graduate level.
Section 2: Criteria for Affiliation
Student organizations granted affiliation with TODOS must meet the following criteria:
a) Purpose/mission that is aligned with the mission and goals of TODOS.
b) Plans for Affiliate and TODOS membership development.
c) Sponsorship by a current TODOS member.
d) Affiliate president must be current individual member of TODOS.
e) An active commitment to a project that is aligned to the goals of TODOS.
f) Governing rules that include non-restrictive membership and dissolution clauses.
Section 3: Approval of Affiliation
Recommendations that student groups be granted affiliation are presented by Board members for final approval by the Board.
Section 4: Affiliation Charter
A Charter is presented to each student group as evidence of affiliation.
Section 5: Dues
A student group shall not pay affiliate dues.
Section 6: Maintaining Affiliation
a) Affiliates are in good standing when they meet the following requirements:
i. Current officer information is on file at TODOS.
ii. Affiliate president has current individual membership in TODOS. (Student affiliates that are not in good standing are not eligible for services.)
b) Any student affiliate failing to submit current officer information and other required information shall have their Charter withdrawn.
c) A student group that has had their Charter withdrawn may re-apply for affiliation using the current criteria.
Section 7: Terms of Office
Each student affiliate shall establish a term of office for all its officers.
Section 8: Recommendations to Affiliates
a) Affiliates are encouraged to solicit membership in TODOS as well as in their group.
b) College students preparing to teach at the elementary or secondary school level should be informed about activities of area, state, provincial, and national groups of teachers of mathematics.
Article XI - Member Meetings
Section 1: Member Meetings
There shall be at least one meeting of the members per year that shall include a business meeting.
Section 2: Additional Meetings
Additional meetings of the organization shall be held at the call of the President.
Section 3: Quorum
The members present at business meetings shall constitute a quorum.
Section 4: Transaction of Business
The business of the organization shall be transacted at the member meetings and at Board meetings.
Article XII - Elections
Section 1: Nominations
Any member in good standing may nominate or be nominated to serve as a member of the Board, including self-nominations
Section 2: Candidates for Office
a) A candidate for any elected office shall have been a member of the organization in good standing for at least one year before being placed in nomination.
b) A candidate for President-Elect must have served on the Board.
Section 3: The Election Cycle
a) The President-Elect is elected to a term that begins in an odd-numbered year.
b) The Directors shall be elected in a rotating pattern so that no more than two Directors are elected in any given year.
c) All members in good standing may vote for all positions.
Article XIII - Amendments to By-Laws
Section 1: Amendment Process
The Board shall be empowered to establish, amend and rescind the By-Laws by a quorum vote of the Board's voting membership.
Section 2: Submission and Effective Date of Proposed Amendments
All proposed amendments or revisions to the By-Laws shall be presented in writing to the Board. Unless otherwise stated in the resolution, an amendment or revision shall take place immediately after its ratification.
Article XIV - Policy
Section 1: Non-Profit Incorporation Status
TODOS is organized as a non-profit corporation and shall not use funds for the financial benefits of members or other private persons, except that the organization shall be authorized to pay reasonable compensation for services rendered and/or reasonable expenses incurred and to make payments and distributions to further the mission and goals of TODOS. Not withstanding any other provision of the By-Laws, the organization shall not carry out any activities not permitted:
a) by an organization exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) or
b) by an organization, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Revenue Law).
Section 2: Dissolution
If at any time the TODOS organization ceases to carry out the mission and goals as stated in this document, all assets and property held by it, whether in trust or otherwise, shall, after the payment of its liabilities, be paid over to an organization, selected by the final Board of Directors of the organization. The selected organization must have similar purposes and have established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 as now enacted (or the corresponding provisions of any future United States Revenue Law), and such assets and property shall be applied exclusively for such charitable, scientific, or educational programs.
