BYLAWS OF THE INTERNATIONAL SOCIETY FOR THE SCHOLARSHIP OF TEACHING AND LEARNING, INC - October 2017 Revision
Article I: Name, location, offices, and resident agent
A. These are the bylaws for the International Society for the Scholarship of Teaching and Learning, Inc. It is referred to in this document as the Society or ISSOTL or the organization.
B. The address for the Society’s primary office shall be 261 North Liberty Street, Delaware, Ohio 43015, USA. Its resident agent shall be Sarah Bunnell, whose address is 261 North Liberty Street, Delaware, Ohio 43015 USA. The address for the Society’s primary office and its resident agent can be changed by the Board of Directors without amendment of the bylaws.
Article II: Purposes
The organization is organized exclusively for charitable, religious, educational and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code.
The International Society for the Scholarship of Teaching and Learning, Inc. serves faculty members, staff, and students who care about teaching and learning as serious intellectual work. Through building intellectual and collaborative infrastructure, the Society supports the associational life that fosters scholarly work about teaching and learning. The Society provides this support by:
- recognizing and encouraging scholarly work on teaching and learning in each discipline, within scholarly societies and across educational levels,
- promoting cross-disciplinary conversations to create synergy and prompt new lines of inquiry,
- facilitating the collaboration of scholars in different countries and the flow of new findings and applications across national boundaries,
- encouraging the integration of discovery, learning, and public engagement, and
- advocating for support, review, recognition, and appropriate uses of the scholarship of teaching and learning.
While these are the primary purposes, the Society is authorized to undertake any activity which is legal for a nonprofit corporation qualified as a 501(c)(3) organization by the Internal Revenue Service.
Article III: Membership
Section 1: Categories of membership
The Society includes five categories of members: faculty/staff/general public, retired faculty/staff, student, institution, and organization. The Board of Directors evaluates the credentials of any applicant for membership in the institutional and organizational categories.
Section 2: Dues
The Board of Directors sets the dues structure for each category. Among individual memberships, the rate for students and for retired faculty/staff will be less than that for faculty/staff/general public. The membership year begins on the 1st of January each year, and renewals are due by the 31st of December of each year. The membership renewal structure can be changed by the Board of Directors without changes in the bylaws. The Treasurer is responsible for informing members about the Society’s dues structure, renewal dates, and changes in dues.
Section 3. Membership meetings
Members shall have two annual business meetings to be held at times designated by the Board of Directors. A virtual election meeting shall be held between January and June each year for the purpose of electing a Board of Directors, including the officers. Members will vote by proxy on line.
A second face-to-face meeting will be held yearly at which the president and chief financial officer or the president’s and the chief financial officer’s designees shall report on the activities and financial condition of the corporation; and the members shall consider and act upon other matters as may be raised consistent with any notice requirements set forth in the bylaws.
The members present, either in person or by proxy, at the annual business meetings shall constitute a quorum for conducting the business of the Society. Each Member present has one vote. Institutional and organizational members shall designate one person to vote on behalf of the institution or organization. The Secretary keeps a record of the meetings and an approximate count of the Members who attend the business meeting.
Members wishing to bring motions to the floor at the annual face-to-face meeting must submit the motion to the president one month prior to that meeting.
Section 4. Proxy voting
A member may vote in person or by proxy. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form personally or by an attorney-in-fact. Any form of proxy which is clear and understandable shall be acceptable. A proxy and its signature shall be acceptable whether delivered as an originally signed document or delivered electronically. An appointment of a proxy is revocable by the member.
Article IV: Election and Functioning of Board of Directors
Section 1: Number and Eligibility
The Board of Directors shall consist of up to seventeen (17) persons. Any member is eligible to be nominated for office. Candidates for the leadership role of President-elect, however, must have previously served on the Board of Directors or have been active enough in the Society to have comprehensive knowledge of its history, goals, and responsibilities as determined by the Leadership and Elections Committee.
Section 2: Terms of office
Terms of each office are from July 1 of the year in which the person is elected through June 30 of the year in which the person’s term ends. A person serving as President may run for election to the same position or a different Board position one year after the conclusion of his or her term as Past President. Regional Vice-presidents may be elected for two consecutive terms and then may run for another term one year after the conclusion of the second term. The Secretary and Treasurer may serve continuously if re-elected. The student representatives are nominated and elected in the same manner as other members of the board. The Society’s Resident Agent is an appointed member of the board. Each Board of Directors member serves at all times on at least one committee during his or her term of office.
Section 3: Election Process
The Leadership and Election Committee proposes a slate of at least one nominee for each vacant elected office. Members may send names of potential nominees to the Leadership and Election Committee at any time for consideration during the subsequent election. Election to any office requires a majority of the votes cast for that position; if a majority is not reached, the Leadership and Election Committee will hold a runoff election with no more than two candidates for those positions without a majority vote on the first ballot.
The Leadership and Election Committee prepares the slate, supervises the election process, notifies candidates about the results of the election, and presents the results of the election to the President, who announces the results to the membership. Results are announced to the membership before the new Board of Directors officers begin their duties on July 1 following their election.
Section 4: Board of Directors Leadership Roles
Election to the Presidency is intended to be for a term of three years serving one year in each of three roles.
President. The President chairs the Board of Directors, has general charge of the affairs of the Society, presides at business meetings, and serves as a voting ex-officio member of all committees. In consultation with the Leadership and Elections Committee, the President fills vacancies on the Board of Directors between elections except as otherwise provided. In the event of the President’s death, resignation, absence, or inability to serve, the duties of the President pass to the Past-President. The President serves for one year.
President Elect. The President Elect chairs the Conferences and Convenings Committee, and serves on the Budget and Finance Committee and the Leadership and Elections Committee.The President Elect provides counsel and service to the President and other members of the Board of Directors. The President Elect commits to three years of service, one year each as President elect, President, and Past President.
Past President. The Past President chairs the Leadership and Election Committee and serves on the Conferences and Convenings Committee. In the absence of the President, the Past-President presides at meetings of the Board of Directors and the face-to-face business meeting of the Society. The Past President serves for one year.
Secretary. The Secretary keeps minutes of the Board of Directors meetings and of the annual face-to-face Society business meeting. The Secretary chairs the Membership Committee, and serves on the Communications and Budget & Finance Committees. The Secretary also coordinates the Interest Groups, and supervises collection of membership dues and of conference registration fees. The Secretary (or a designated representative) is responsible for creation and maintenance of the archives of the Society The Secretary serves for three years and may be re-elected.
Treasurer. The Treasurer is responsible for the Society’s financial transactions and records. The Treasurer advises the Board of Directors about financial feasibility of
Society activities. The treasurer sees that financial reports, annual budgets and audits are prepared as requested by the Board and assumes responsibilities for signing checks as one of two designated persons. The Treasurer serves on the Budget and Finance Committee, the Membership Committee and on the Conferences and Convenings Committee. The Treasurer serves for three years and may be re-elected.
Regional Vice Presidents. Regional vice presidents represent their respective regions on the Board of Directors. Regions include Asia Pacific, Canada, Europe, and the United States. Each region has two Vice Presidents who serve staggered terms. The Board of Directors has authority to add regions if the number of ISSOTL members from a potential region reaches fifty. When that number is reached and after the Board votes to add a region, a regional vice president will be elected in the subsequent election. The Board of Directors has the authority to delete a region if the number of ISSOTL members from a region dips under fifty. Regional vice presidents serve for three years and may serve only two consecutive terms.
Student Representatives. Two student members of the board represent the interests and perspectives of student members of the Society, and they are full voting members of the Board of Directors. They can serve on all Society Committees and participate in all activities of the Board of Directors. Student representatives serve for two years, and their terms are staggered. Representatives can complete their term even if they graduate, but representatives must be student members of the Society when they stand for election. Candidates are put on the ballot in the same manner as other members of the Board and are voted upon by the entire electorate.
Section 5: Vacancies
The Past President assumes the presidency if that office is vacated before the completion of the President’s term and serves again as Past-President the following year when the new President begins her or his term.
If the office of President Elect is vacated, the President appoints a member of the Board of Directors or a past officer to fill the unexpired term. A new President Elect is elected, and the President and Past President serve for two years.
If the Secretary, Treasurer, or a Regional Vice President vacates the position, the President appoints a Society member to fill the unexpired term. In the next election, the position is filled. The appointed person may stand for the position if selected by the Leadership and Elections Committee.
If multiple vacancies occur which make the above procedures impractical, the Board of Directors is authorized to fill any vacancy as it determines to be appropriate.
Section 6: Board of Directors Meetings
The Board of Directors meets once in conjunction with the annual face-to-face conference and it conducts a virtual meeting in the Spring of each year to elect officers and members of the Board. The Board meets monthly throughout the year via videoconference, conference call, chat, email, or other means decided upon by the Board. Board members commit to regular participation via these means of communicating.
Section 7: Indemnification
If an individual is made a party to a proceeding because the individual is or was a Director, the Society shall indemnify the individual against liability incurred in the proceeding if:
(1) the individual’s conduct was in good faith; and
(2) the individual reasonably believed:
(A) in the case of conduct in the individual’s official capacity with the Society, that the individual’s conduct was in the Society’s best interests; and
(B) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests; and
(3) in the case of any criminal proceeding, the individual:
(A) had reasonable cause to believe the individual’s conduct was lawful; or
(B) had no reasonable cause to believe the individual’s conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described in this section.
Section 8: The initial Board of Directors shall consist of the following individuals with their roles.
Barbara L. Cambridge President
Craig Nelson Past president
Keith Trigwell President-elect
Mike Prosser President-elect
Mick Healey Regional vice president-Europe
Jennifer Robinson Regional vice president-US
Kathy Takayama Regional vice president-Australasia
Nancy Randall Regional vice president-Canada
Lisa Kornetsky Secretary
Barbara Gayle Treasurer
Nancy Chick Communications coordinator
Article V: Business Meetings
Section A. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by at least one (1) written consent describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. These signed consent documents may be submitted by electronic means, verified as authentic by the Society Secretary.
Action taken under this section is effective when the consent of the last Director is received by the Secretary, unless the consent specifies a prior or subsequent effective date. A consent given under this section has the effect of a meeting vote and may be described as such in any document. Such consent and its signature shall be acceptable whether delivered as an originally signed document or faxed or delivered electronically.
Article VI: Standing Committees
Section 1: Standing Committees
The Membership Committee recruits new members through multiple means and manages the retention of current members through a renewal process and on going conference registration. The committee decides on and guides communities of practice sponsored by the Society.
At each meeting of the Board of Directors at the annual face-to-face conference, the Membership Committee presents a written review of recruitment activities for the prior year, a report about the renewal process and results, and a report on website development and use.
The Secretary chairs this committee. The Treasurer and a representative of the Communications Committee serve on this committee, and the committee will have a minimum of seven members.
The Communications Committee is responsible for developing and maintaining effective communication with and among Society members. The committee contributes to and monitors the website, blog, and social media pages as primary means of communication with current and potential members. The committee, in collaboration with the Publications Advisory Committee and the Advocacy Committee devises and creates materials to represent the organization to public audiences. The Committee recruits, selects, and supervises the work of the Communications Coordinator, including the support of online interactivity and communication among special interest groups and other communities of practice within the Society.
At each meeting of the Board of Directors at the annual face-to-face business meeting, the Communications Committee presents a report on activities and developments on the Society website and in newsletter production and reception. The committee at that time will present materials produced or suggested for communication purposes. The Communications Committee also advises the Board on further development of the Society’s overall strategies for communications among members, between the Society and the membership, and with audiences outside the Society.
The Board of Directors appoints a Board member to chair this committee. The Secretary and Treasurer also serve on this committee with a minimum of seven members.
The Communications Coordinator manages the Society website and online resources for the Society’s communities of practice (e.g., committees, special interest groups, etc.) under the direct supervision of the Chair of the Communications Committee. The Communications Coordinator works with the Secretary and with the Communications Committee chair to assure communication across constituencies within the Society and with external organizations. The Communications Coordinator will also offer communication technology support to the assistant to the Society’s President who serves as the receptionist for all electronic inquiries to the Society. The Communications Coordinator is nominated from the applications received and hired by the Board; the Communications Coordinator is not a member of the Board.
Publications Advisory Committee
The Publications Advisory Committee is responsible for strategic planning and coordination of scholarly publications for the Society. The primary function of the committee is to guide the development of the Society’s journal, Teaching and Learning Inquiry, by periodically reviewing the model employed for its publication and dissemination. Where appropriate, the Committee will examine alternative options that would best serve our members’ commitment to reaching a worldwide audience for the scholarship of teaching and learning. This responsibility includes advising the Board of Directors on the options available and offering analysis of the advantages, disadvantages, costs and opportunities of each option. The Committee is also responsible for generating a pool of editorial candidates, nominating new editors to the Board, and advising on the terms of the editorial positions. This committee will not be involved in the substantive work of the journal, neither in setting its intellectual course nor in supervising the operations of the editor and his or her editorial board. It is intended to advise the Society on the questions of how best to make our intellectual work visible and useful to our potential audiences and to ensure that the journal serves the larger purposes of the Society.
The Board of Directors appoints a Society Member to chair this committee, and the chair appoints scholars with appropriate experience as members of the Committee with staggered three-year terms. The Committee will have a minimum of five voting members. The current TLI editors are non-voting ex-officio members of the Committee, and the Past President serves on the committee as a direct liaison to the Board. The Chair of the committee serves a three-year term, and can be reappointed as appropriate.
Budget and Finances Committee
The Budget and Finances Committee serves as an advisory committee for the Board and for the standing committees that incur substantial expenses and/or take in significant revenue. The Committee shall prepare a budget for each fiscal year (1 July to 30 June) and submit it to the Board by May 1 of each year. The Board can modify the budget plan, but it needs to approve a budget plan by the start of each fiscal year. The Budget and Finances Committee will report to the Board on the Society’s spending and revenues at each monthly meeting, noting any deviations from expected revenue or expenditures. A written budget summary shall be presented to the Membership at the annual face-to-face business meeting.
The Budget and Finances Committee will also regularly monitor and supervise the flow of revenue into the Society’s accounts and the disbursement of funds to cover expenses. Special attention will be devoted to reconciliation of the financial operations of the annual meeting and the Society’s journal. The Society’s assets are held in commercial accounts, with multiple signatories (including at least the Treasurer and the current President), and the Committee is responsible for maintaining an accounting plan to assure the security of the Society’s funds.
The Board appoints a member as Chair of the Committee, and the Treasurer, the Secretary, and the President-Elect also serve as members of the Committee. The Chair shall seek a certified accountant among the Society’s membership to serve on the committee, and failing that, secure professional accounting consultation to advise on the structure of the Society’s financial plans and provide a periodic formal review of the Society’s financial records (at least once per fiscal year). The committee shall have at least five Society Members, appointed by the committee chair.
Leadership and Elections Committee
The Leadership and Elections Committee identifies and recruits members for active participation in the organization, such as committee membership, positions on the Board of Directors, and other activities of the organization.
The committee proposes a slate of at least one nominee for each vacant elected office to the Board of Directors, which approves the proposed ballot. The committee supervises the election process, notifies candidates about the results of the election, and presents the results of the election to the President, who announces the results.
At each meeting of the Board of Directors at the annual face-to-face conference, the committee presents to the officers a list of recommended members from multiple countries with contact information and recommended assignments as committee chairs. The approved committee chairs are responsible for appointing the members of their committees, within the guidelines of the bylaws. The Leadership and Elections Committee also presents a list of all committees with current membership information and an analysis of the roles, institutions, and countries represented in this active membership.
The Past President chairs this committee. The committee also includes the President and President-Elect and at least one member from each of the four regions, with a minimum of five members.
Conferences and Convenings Committee
The Conferences and Convenings Committee oversees the annual conference and other convenings for members of the Society. The committee sets the theme for the conference and plans the program of the conference. The committee identifies an appropriate mix of locations for the annual conference that reflects both the distribution of members and the international scope of the Society. Once the location is identified, the committee recruits and vets local hosts for those meetings who can collaborate with the committee in the details of the event. The call for proposals, the financial planning, the program selection, and the collection and distribution of revenue will be handled by sub-committees appointed and supervised by the Conferences and Convenings Committee. Those committees should include members from the local host area, but they will be chaired by Society members appointed by the Board of Directors upon the recommendation of the Committee. The Committee also explores the feasibility of other convenings and proposes such gatherings to the Board of Directors.
At the Board of Directors meeting at the annual face-to-face conference, the committee presents a written report on the previous face-to-face conference, a report on the locations and potential hosts of future conferences, and suggestions about convenings for members.
The President-Elect chairs the committee. The President, a representative from the last conference host, a representative from the next conference host, and the Treasurer serve on the committee. The committee has a minimum of nine members, with preference for inclusion of a representative from each future host.
ISSOTL promotes faculty, staff, and student voices, informed by research on learning in classrooms and related contexts, in discussions of pedagogy, curricula, and success in higher education. ISSOTL encourages its members to make their voices heard in colleges and universities, disciplinary and professional associations, and other relevant organizations and public bodies, as well as through the media. The Advocacy committee was formed to foster such discussions –as an organization but also among ISSOTL members –about the relevance of SOTL for improving education and for policy development within and outside of the academy. The committee will support such communication via the organization’s website, a social media presence, collaboration with special interest groups, and active involvement at conferences. It also provides resources, guidelines, and models to help ISSOTL members share research-based insights on teaching and learning with audiences within and outside of the academy, including the media and policy makers.
Committee reports will include a summary of activities, issues to which ISSOTL can contribute constructively, and opportunities to do so. The committee will also make suggestions to the Conference and Convenings Committee about signature features of the annual conference that can promote networking and collaboration for advocacy, and when possible, coordinate at least one conference session focused on some aspect of advocacy.
The Board appoints the co-chairs. Co-chairs will serve two-year, alternating terms to promote continuity. Co-chairs may serve for a maximum of two consecutive terms, but then may immediately serve as a regular member of the committee. At least one member of the Board and one member of the Communications Committee shall serve on the Advocacy Committee. At minimum, the committee will have five members, including the co-chairs.
ISSOTL Students & SoTL Committee
The Students & SoTL Committee recognizes the value that the Society places on the role of students in all activities pertaining to teaching and learning, and as such, advocates for meaningful engagement of students in SoTL and the Society. The committee’s responsibilities include: (a) acting as a direct line of communication between the Board and other groups within the Society that have particular interest in or relevance to students, including certain Special Interest Groups; (b) managing the Society’s student awards including advertising, coordinating of judges, tabulation of results, and announcing the awards; (c) coordinating student events at the annual conference; (d) responding to relevant requests from the Board and the Society’s members; and (e) identifying recruitment and retention measures to increase and sustain student membership in the Society.
At the meeting of the Board at the annual conference the committee co-chairs present a written report of the committee’s activities, highlighting issues to which the Society can contribute constructively, and advising other Society committees and initiatives on issues pertaining to students and student members.
The elected Student Representatives to the Board serve as co-chairs of this committee. The committee has a minimum of eight members, including representatives of relevant Special Interest Groups, at least two general Society members who are students, and at least one member who is not a student.
Section 2: Appointment of Committee Members
Members are encouraged to self nominate or to nominate other members for appointment to committees. Each committee chair assembles committee members by considering member-nominated persons, persons proposed by the Leadership and Elections Committee, and persons with appropriate interest and expertise for the tasks of the committee. Appointments will be made at least three months prior to the annual face-to-face conference so that committees can meet at the annual face-to-face conference along with virtual meetings during the year.
Except where specified otherwise in the committee descriptions or Board of Directors Leadership Roles sections above, committee members are appointed by the committee chair for a three-year term and may serve no more than twice consecutively; there must be at least a 1-year gap after the second term before a person can rejoin a committee. If committee members must discontinue service during their terms, the chair of the committee replaces them, with first opportunity given to those who were previously nominated and rated as appropriate for committee membership.
Section 3: Reports
Committee chairs prepare two yearly reports. (1) A progress report on committee activities based on goals set at the previous Board of Directors meeting and emergent activities of the committee is sent to the President by March 15 of each year. (2) A full report on progress toward and achievement of goals and on emergent activities is presented at the meeting of the Board of Directors at the annual face-to-face conference. Full reports are to be emailed to other Board members at least 15 days prior to the annual face-to-face meeting so that the reports can be read prior to the meeting. Each committee chair leads discussion of the committee’s report at the Board meeting. In the event that a committee chair fails to abide by such reporting requirements, the Board of Directors may investigate and, if deemed appropriate, replace the committee chair.
Section 4: Committee structure
The Board of Directors may add, modify, or delete Standing Committees without a vote of the membership. Any changes in the committee structure will be announced to the membership and presented as information by the Leadership and Elections Committee at the annual face-to-face business meeting. The Board may establish ad hoc committees at any time, but each shall exist for a fixed amount time determined by the board at the appointment of the committee.
Article VIII: Working Groups
Section 1: Task Forces
Upon the recommendation of the membership, the Board of Directors, or the President, the President can establish for a stipulated term a Task Force to address a particular topic or need. The charges for the Task Force will be defined when the Task Force is established. Chairs of Task Forces report to the President or to an appointed Board of Directors member. They do not serve as members of the Board of Directors.
A Task Force can be extended by the Board of Directors based on a written report to the
Board of Directors at its annual face-to-face meeting and at other times at the request of the President. The report should be emailed to the President at least fifteen days prior to the Board of Directors meeting at the annual conference.
Section 2: Interest Groups
The Society may form or endorse Interest Groups for fixed time periods, to be first designated and later renewed yearly by the Board of Directors based on the Interest Group written report to the Board of Directors. The report should be emailed to the Secretary of the Society at least fifteen days prior to the Board of Directors meeting at the annual face-to-face conference.
Article IX: Fiscal year
The fiscal year for accounting purposes shall begin on July 1 of each year and end on June 30 of the next year.
Article X Publications
The Society publishes a primary scholarly journal, titled Teaching and Learning Inquiry. The Society may also produce and/or circulate books, articles, reviews, and reports to promote or disseminate investigations and critical inquiry on topics that are in harmony with the purposes of the Society.
The Board of Directors determines any publications of the Society, monitors the content and form of any publications it authorizes, and approves all related fiscal matters. The Publications, Communications, and Advocacy Committees advise the Board in these matters.
Article XI: Affiliations with External Organizations
The Board of Directors may select external organizations for affiliation, arrange the terms of affiliation, and appoint an ISSOTL member as representative to any affiliated organization. The terms of the affiliation must be set by the Board of Directors with financial implications reviewed by the Treasurer.
Article XII: Dissolution
The following provisions as to dissolution shall be observed in so far as they are compatible with the Indiana Nonprofit Corporation Act. In the event of dissolution of the Society, the Board of Directors shall, after authorizing payment of debts and obligations, transfer the net assets to one of its affiliated organizations that is exempt from federal income taxes as a charitable and/or educational organization. If there are no appropriate affiliated organizations, based on tax-exemption or organizational purpose, the net assets will be transferred by a majority vote of the Board of Directors to any nonprofit university or to any other tax-exempt agency that has research in post-secondary teaching and learning as one of its goals. In any event, upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Article XII: Amendment of Bylaws
Amendments may be proposed by any member to the Board of Directors. Upon Board of Directors approval of the Bylaw amendment, the amendment is sent to the membership for voting. The amendment carries if two thirds of the votes cast are for the amendment. The amendment goes into effect on the following July 1. The Board may change the names or ordering of by-laws sections and sub-sections without requiring a vote of the membership. Changes made by the Board without a vote will be announced to the Members on the website and at the next annual face-to-face business meeting of the Society.
Revised on 13 October 2017