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Ratified October 28, 2006
ARTICLE 1 NAME AND AFFILIATION Section 1 The name of this Corporation shall be the "Utah Council of Teachers of Mathematics." Section 2 The Corporation shall be affiliated with the National Council of Teachers of Mathematics. As an affiliate, it shall coordinate its activities with those of the national organization to the end that their mutual aims in the teaching of mathematics may be best realized. ARTICLE II PURPOSE AND POWERS Section 1 The purpose and powers of this corporation shall be: to promote interest in mathematics and its teaching in the State of Utah; to improve the teaching of mathematics at all levelsCelementary, secondary technical, and college by the holding of meetings and workshops to exchange information on mathematics, its application, and its teaching; to gather and formulate opinions and recommendations concerning the teaching of mathematics; to maintain a close liaison with the Utah State Office of Education; to represent the interest of mathematics teaching and mathematics teachers to the public and to persons and organizations concerned with mathematics teaching; to encourage cooperation, pride, and fellowship in the profession of mathematics teaching; to receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and to otherwise acquire, hold, or dispose of the propertyCreal or personalCincluding shares of stocks, bonds, securities of the corporation; to do all other lawful acts necessary or convenient for the furtherance of the purpose of this corporation. Section 2 The enumeration of the particular purpose and powers aforestated shall in no way lessen or narrow the general purposes and powers of this corporation, but the purposes and powers of this corporation shall be liberally and broadly construed for the purpose of furthering any of its objects. Section 3 This corporation is organized exclusively for educational and scientif ic purposes under section 501 (c) (3) of the Internal Revenue Code. This corporation is not organized for pecuniary profit. No part of the property for income of the corporation shall inure, either directly or indirectly, during the life of the corporation or on its dissolution to the benefit of any member, officer, employee, or any private individual, provided, however, that this shall prevent payment of reasonable compensation for services actually rendered to corporation in effecting its purposes. ARTICLE III MEMBERSHIP AND DUES Section 1 All those who are interested in mathematics or the teaching of mathematics shall be eligible to regular membership. Section 2 The Board of Directors may establish various types of membership in the corporation, and establish schedule of dues. All dues-paying members, except institutions, shall be eligible to vote. In addition, the Board of Directors shall determine which other classes of membership are eligible to vote in elections, and may establish rates for a membership of longer duration than a single year. Membership is not transferable. Section 3 A member may resign from the Utah Council of Teachers of Mathematics by notifying the Executive Secretary of his/her desire to resign his/her membership. A member may be expelled from membership in the Utah Council of Teachers of Mathematics for cause by two-thirds favoring vote of the Board of Directors after opportunity for a hearing before the Board of Directors of which he/she has had adequate notice. Section 4 Membership shall provide the Executive Secretary with a mailing address. A member shall be considered to have adequate notice of elections, meetings and other business of the corporation if the appropriate information is mailed to this address 14 days before the business is to be acted upon. Section 5 Dues shall be set by the Board of Directors. Dues shall be payable annually. Section 6 No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, this corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. ARTICLE IV OFFICERS Section 1 The officers of the Corporation shall be President, Past-president, Vice President, President-Elect, Executive Secretary, and Treasurer. The offices of Executive Secretary and Treasurer may be held by one and the same person. The Board of Directors may increase the number of positions (other than President) prior to an election. The Board of Directors must specify the duties of each of the above officers, and also the title and duties of each additional position created by it, as well as the position of the title in the above list. The order of succession to the presidency shall be in the order listed above. Section 2 Officers shall serve for a term of one to three years as described by the position and by Article V, Section 1. The term shall begin with the first Board of Director's meeting subsequent to the annual elections. Section 3 The President shall preside at all meetings of the Utah Council of Teachers of Mathematics and of the Board of Directors, appoint all committees and shall be ex-officio, a member of all committees, and fill by appointment vacancies in offices of the Board of Directors. Such appointments shall be with the approval of a majority of the Board of Directors attending a regular meeting at which a quorum is present, or by written consent of members of the Board of Directors. Section 4 The Treasurer shall prepare a current financial statement for presentation at the Board of Director's meeting and a final report of the previous academic year for presentation at the annual fall meeting. Section 5 In the event that a person other than President or President-Elect cannot complete his/her term, the President may appoint an acting replacement for the remainder of the term of office. Such acting replacements shall not be part of the order of succession. ARTICLE V THE BOARD OF DIRECTORS Section 1 The President of the Utah Council of Teachers of Mathematics will be the President of the Board of Directors. The Board of Directors shall consist of the officers of the Utah Council of Teachers of Mathematics, the recent Past President or President-Elect, and eight Two-Year Board Members. The president will serve a two year term, the first term with the past-president, and the second term with a new president-elect. The eight Two-Year Board Members will consist of the Vice President, two At-Large Board Members, one K-3 Elementary Board Member, one 4-6 Elementary Board Member, one Middle School/Junior High Board Member, one High School Board Member, and one Post High School Board Member. The two At-Large Board Members shall be elected on alternating years. The two Elementary Board Members shall be elected on alternating years. The Middle School/Junior High Board Member and the High School Board Member shall be elected on alternating years. The Post High School Board Member and Vice President shall be elected on alternating years. The Board of Directors may designate a Board Member=s term to be three years on a one-time basis and then only to facilitate the alternating election schedule as indicated above. A Board Member position will be considered open when the Board Member or their appointed replacement has completed the term for which they were elected. The President may appoint additional Board Members for one year, with the approval of the Board of Directors. Section 2 A majority of the Board of Directors shall constitute a quorum at a meeting of the Board of Directors. All decisions of the Board of Directors shall be made by a majority of the Board of Director members attending at which a quorum is present. Should a situation arise which must be resolved before a Board of Director's meeting, upon communication with the entire Board of Directors, the decision must be made by written consent of a majority of the entire Board of Directors. Section 3 The Board of Directors, in addition to duties enumerated in other articles, shall call membership meetings, plan the program of these meetings, authorize disbursements of money, and make decisions necessary for the welfare of the organization. ARTICLE VI NOMINATIONS AND ELECTIONS Section 1 There shall be a Nominating Committee of three to five members of the corporation appointed by President at or prior to the first regular meeting of the academic year. No member of this Nominating Committee may be nominated for any elective position. This committee shall include the Past-President or President-Elect as Chairman, the President, and others as appointed. This Nominating Committee shall compile a slate of nominees, each of whom must be a member of the corporation, and present this slate to the Board of Directors. This slate should include at least two nominees for President-Elect, and at least two nominees for each open Board Member position as specified in article VI, section 3. If the nominating committee has made a reasonable and diligent effort to secure two nominees for each position and was unable to secure two nominees for a position then the nominating committee may present a slate with only one candidate and a space for a write-in candidate for that position. The Board of Directors must approve this abnormal slate by a two-thirds quorum vote instead of a simple majority vote. Nominations may also be made by mail to the Chairman of the Nominating Committee prior to the election date as published in the newsletter. Section 2 The elections shall be conducted by secret ballot annually. Elections may be conducted at a general meeting of the membership or by mail. If by mail, the ballots shall be sent two weeks prior to cut off date to allow for ballots time for return of ballots and tallying them before the specified cut off date. An absentee ballot must be requested from the chairperson of the nominating committee by a member, and it must be returned to the chairperson in time for tallying prior to the cut off date. Section 3 The ballot shall contain a list of candidates nominated by the Nominating Committee, including at least two candidates (with the exception provided for in section 1 of this article) for President-Elect and for each open Board Member position. President-Elect of the preceding year will be the new President. A balance of elementary and secondary shall be maintained on the Board. The ballot shall also contain the name of a person as a candidate requested one month in advance of the vote by petition of one-twentieth of the membership. All persons listed as candidates on the ballot must have given their consent. A write-in candidate will have the option to accept a position or reject the position, before the results of the election are announced to the general membership. ARTICLE VII MEMBERSHIP MEETINGS Section 1 There shall be at least one membership meeting during the academic year, and such other meetings as the Board of Directors shall decide. ARTICLE VIII AMENDMENTS Section 1 An amendment to the Constitution may be proposed (a) by a majority of the members of the Board of Directors present at a meeting of the Board; or (b) by a majority of the members at a regular meeting. Section 2 An amendment which has been proposed shall become effective when ratified by two-thirds of those responding in a general membership vote of voting members conducted by mail or at a general membership meeting.
ARTICLE IX COMMUNICATION WITH MEMBERSHIP Section 1 The Utah Council of Teachers of Mathematics shall send by mail to members:
ARTICLE X BYLAWS Section 1 Bylaws for this corporation may be proposed by a majority of the Board of Directors present at a meeting of the Board, or by a majority of members at a regular meeting. Section 2 A bylaw which has been proposed shall become effective when approved by a majority of those responding in a general membership vote of voting members conducted by mail or at a general membership meeting. ARTICLE XI DISSOLUTION CLAUSE Section 1 If at any time the Utah Council of Teachers of Mathematics cease to function, all assets and property held by Council, 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. This selected organization shall have a similar purpose as the Utah Council of Teachers of Mathematics and shall have established its tax-exempt status under Section 501(C) (3) of the Internal Revenue Code of 1954 as now enacted, or as it may hereafter be amended, and such assets and property shall be applied exclusively for such charitable, scientific and educational programs. Section 2 The decision to dissolve shall be initiated by a two-thirds vote of the entire Board of Directors. The voting membership of the Utah Council of Teachers of Mathematics would then be polled by mail, if two-thirds of the ballots returned favor dissolution, the organization would then be dissolved. Section 3 Upon the dissolution of this corporation, 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. This Constitution of the Utah Council of Teachers of Mathematics was approved by the Board of Directors and ratified by the General Membership March 8, 2004.
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