BYLAWS OF THE INTERNATIONAL SOCIETY FOR THE SCHOLARSHIP OF TEACHING AND LEARNING, INC
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 Center for Engaged Learning, Elon University, 2610 Campus Box, 100 Campus Drive, Elon, NC 27244, USA. Its resident agent shall be Jessie Moore. 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.
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.
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 online.
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.
Section 1: Number and Eligibility
The Board of Directors shall consist of up to seventeen (17) persons; eighteen (18) persons in years where there is a Treasurer-Elect. 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 Recognition 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.
Candidates for the position of Treasurer-Elect will spend a total of four years serving on the Board which would include (1) year of mentorship from the outgoing Treasurer and a three (3) year term as Treasurer. Similarly, the outgoing Treasurer will need to remain in the role for an additional fourth (4th) year at the conclusion of a three (3) year term in order to train an incoming Treasurer.
Treasurers, who are subsequently re-elected to the position would take on only a three (3) year term, since the mentorship year would not be required.
Section 3: Election Process
The Recognition Committee proposes a slate of at least one nominee for each vacant elected office. Members may send names of potential nominees to the Recognition 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 more than two candidates are on the ballot for a single position, a ranked voting process will be used to determine the candidate who receives a majority of the votes cast.
The Recognition 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.
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 Recognition 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.
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.
The Past President chairs the Convenings Committee and serves on the Recognition 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.
The Secretary is responsible for overseeing the creation and maintenance of a comprehensive archive of the Society, its Board of Directors, and its standing committees and sub-committees. The Secretary initiates an annual review of the bylaws, and, in the absence of the Executive Director, who keeps minutes of regular Board of Directors meetings, the Secretary keeps minutes of the annual face-to-face meetings of the Board and the membership. In serving on the Recognition Committee, the Secretary also guides the coordination of Interest Groups as a key membership benefit of the Society. The Secretary serves for three years and may be re-elected.
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 Board’s Finance Subcommittee and the Convenings Committee. The Treasurer serves for three years; four if mentoring a Treasurer-Elect, and may be re-elected. Treasurers who are subsequently re-elected to the position would take on only a three years term.
Regional Vice Presidents
Regional Vice Presidents represent their respective regions on the Board of Directors, and represent the Board on the Society’s standing committees. Four serve as co-chairs for each of the standing committees. 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.
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. Student Representatives liaise with the Students Interest Group, and 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. Student Representatives can complete their term even if they graduate, but they 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 Recognition 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: Subcommittees of the Board of Directors
The Board may establish ad hoc groups within the Board at any time: working groups for bounded projects and subcommittees for significant ongoing work.
Section 7: 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.
A quorum for Board of Directors meetings is reached once a majority of the elected Board Members in office at the time of the meeting are present. At all synchronous Board meetings, questions and proposals will be decided on by vote, and only motions receiving a majority of not less than two thirds (2/3) of the votes cast will pass. Special motions (defined below) likewise require affirmative votes from not less than two thirds of those voting to pass, but this number must also amount to at least a majority of all elected members of the Board.
Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a synchronous meeting via an online vote of the Board of Directors. As with synchronous meetings, a quorum for online votes is reached once a majority of Board Members in office at the time of the meeting has participated, and only motions receiving a majority of not less than two thirds (2/3) of the votes cast will pass. Again, special motions voted on asynchronously will require affirmative votes from not less than two thirds of those participating, and this number must also amount to at least a majority of all elected members of the Board.
Special motions are those that have particularly significant financial or structural implications for the Society, and thus require affirmative votes from at least a majority of all elected Board members, in addition to meeting the typical requirement of not less than two thirds (2/3) of the votes cast. Special motions include the following:
- Selecting the location of the annual conference/meeting
- Adopting the annual budget
- Allocating more than $2500 of the Society’s reserve fund
- Approving the slate of candidates for the annual election of Board of Directors officers and ratifying the election results
- Adding, modifying, or deleting SIGs, committees, or membership regions
- Approving proposed modifications to the Society’s bylaws (to be sent to members for subsequent voting)
- Hiring contract staff or other personnel
- Modifying the membership renewal or dues structures
Section 8: 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:
- the individual’s conduct was in good faith; and
- the individual reasonably believed:
- 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
- in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests; and
- in the case of any criminal proceeding, the individual:
- had reasonable cause to believe the individual’s conduct was lawful; or
- 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 9: 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
Section 1: Standing Committees, Subcommittees, and Working Groups
In addition to the Board of Directors with its subcommittees, ISSOTL has four standing committees that promote the Society’s mission and manage the functioning of the Society.
The Board may establish ad hoc groups within standing committees at any time: working groups for bounded projects and subcommittees for significant ongoing work of the committee.
Section 2: Committee Descriptions, Responsibilities, and Membership
The Advocacy Committee promotes an active membership that’s engaged in relevant advocacy within and beyond the Society. This advocacy implements the mission’s charge to “support, review, recognition, and appropriate uses of SoTL,” including but not limited to elevating the role, value, and contributions of SoTL at educational institutions and in the public; championing the international nature of the Society; ensuring student involvement in SoTL; and supporting SoTL as part of a career trajectory.
The Advocacy Committee engages members in such advocacy by promoting relevant communication and interaction with and among Society members. With support from the Executive Director and web developer, and in consultation with the Publications Committee, the committee creates and solicits relevant content for the Society’s newsletters, blog, listserv, and members-only webspaces.
The Advocacy Committee also facilitates ISSOTL members’ advocacy by engaging them beyond ISSOTL. The committee promotes relevant communication and interaction beyond membership to extend the reach and influence of the Society. It shepherds (i.e., calls for, selects, and orients co-leaders; serves as consultants to co-leaders as needed) the Public Scholarship model of the International Collaborative Writing Groups. It also guides and provides substantive support for (i.e., updates the calls for applications, orients, and leads) the ISSOTL Fellows. The committee also forges relationships with SoTL groups in other world regions, coordinating with Convenings Committee as they connect with any specific events.
The Advocacy Committee is co-chaired by an ISSOTL regional Vice President and a member at large. To maintain institutional memory, staggered terms are recommended. Members will include at least one student representative, a representative of the Inclusion Subcommittee of the Board, a representative of the Finance Subcommittee of the Board, and other members as appointed by the co-chairs.
The Convenings Committee represents the Society’s mission and values in the selection and programming of the annual conference and other events.
The Convenings Committee oversees the process for selecting future conference hosts and sites, prioritizing an appropriate mix of locations that reflects both the distribution of members and the international scope of the Society.
With support from the Executive Director and liaising with the local hosts, the Convenings Committee also ensures that the annual conference includes signature ISSOTL components. These regular features include meetings for the Board, standing committees, Interest Groups, International Collaborative Writing Groups, and general membership; welcome gatherings for newcomers and students; a buddy system for interested newcomers; regular sessions for Teaching & Learning Inquiry and the ISSOTL Fellows; the Conference Commons and book exhibit; and announcements of awards.
The Convenings Committee also seeks synergies with events sponsored by other world regional groups (e.g., SoTL in the South, EuroSoTL, Asia SoTL, China SoTL, SoTL Canada, Latin SoTL).
The Convenings Committee is co-chaired by the ISSOTL Past-President and an ISSOTL regional Vice President. Members will include at least one student representative, a representative of the Inclusion Subcommittee of the Board, a representative of the Finance Subcommittee of the Board, the regional Vice Presidents whose regions are associated with the sites of the upcoming two conferences, a representative from the last conference host, a representative from the next conference host, and other members as appointed by the co-chairs.
The Publications Committee facilitates the sharing of scholarly work on teaching and learning by supporting the Society’s publication platforms.
With support from the Executive Director and web developer, the Publications Committee facilitates contributions to and curates the ISSOTL blog.
The Publications Committee also supports the operations of Teaching & Learning Inquiry (the Society’s peer-reviewed journal), including managing its open access platform, tracking usage and publication data, ensuring the indexing of the journal, recruiting and selecting new members of the editorial team, and promoting it in appropriate venues.
The Publications Committee also shepherds (i.e., calls for, selects, and orients co-leaders; serves as consultants to co-leaders as needed) the Academic Writing model of the International Collaborative Writing Groups, which ultimately produce articles to be submitted to TLI.
The Publications Committee also strategizes other relevant ways of going public (e.g., podcasts, video interviews, webinars).
The Publications Committee is co-chaired by an ISSOTL regional Vice President and a member at large. To maintain institutional memory, staggered terms are recommended. Members will include at least one student representative, a representative of the Inclusion Subcommittee of the Board, a representative of the Finance Subcommittee of the Board, a librarian who can support or advise the journal’s open access platform and indexing processes, and other members as appointed by the co-chairs. The co-editors of Teaching & Learning Inquiry also serve as ex officio members, particularly for journal-related issues.
The Recognition Committee supports and promotes Society membership and its forms of recognition.
The Recognition Committee oversees membership benefits. With support from the Executive Director and web developer, the committee regularly evaluates, communicates, and, when possible, enhances member benefits, including opportunities for participation within the Society. The committee motivates the ISSOTL Interest Groups and encourages their connections and contributions to the Society. The committee also recruits from ISSOTL membership a pool of reviewers for relevant Society activities (e.g., submissions for the annual conference and Teaching & Learning Inquiry, nominations for relevant awards, applications for the ISSOTL Fellows). Finally, in consultation with relevant committees, the Recognition Committee oversees and coordinates the processes for Board elections and adjudication of Society awards and other distinctions.
The Recognition Committee oversees the selection processes involving the Society’s members. For elections, the committee prepares the calls for nominations, makes every effort to recruit a diverse slate of candidates, and proposes a slate of at least one nominee for each vacant elected office to the Board, which approves the proposed ballot. The committee supervises the election process, shares the results with the Board for ratification, notifies candidates about the results of the election, and presents results to the President, who announces successful candidates. For the adjudication of awards and distinctions (i.e., Emerging Scholars Fund, Student Presentation and Poster Awards at the annual conference, ISSOTL Fellows), the committee calls for nominations or applications, supervises the adjudication process, notifies nominees and applicants about the results, and presents the results to the President, who announces the successful candidates.
The Recognition Committee is co-chaired by an ISSOTL regional Vice President and a member at large. To maintain institutional memory, staggered terms are recommended. Members will include at least one student representative, a representative of the Inclusion Subcommittee of the Board, a representative of the Finance Subcommittee of the Board, the ISSOTL Past President, the ISSOTL Secretary, and other members as appointed by the co-chairs.
Section 3: 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 Recognition 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 4: Committee Reports
Committee chairs prepare two yearly reports:
- A progress report on committee activities based on goals set at the previous Board of Directors meeting at the annual conference and emergent activities of the committee is sent to the President by March 15 of each year.
- 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 5: Changes to 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 Recognition Committee at the annual face-to-face business meeting.
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 15 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 15 days prior to the Board of Directors meeting at the annual face-to-face conference.
The fiscal year for accounting purposes shall begin on July 1 of each year and end on June 30 of the next year.
The Society publishes a primary scholarly journal, titled Teaching & 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 Committee advises the Board in these matters.
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.
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.
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 July 1, 2020 (NC)