International Foundation for the Tutoring Profession
Board of Trustees
By-Laws
Conduct business and send out for an electronic vote
Section I: Officers
All International Foundation for the Tutoring Profession (IFTP) Board of Trustees members and elected officials shall be certified ATP members in good standing at the time of their appointment and maintain membership in good standing throughout their appointed terms.
Officer candidates are nominated and elected for each position. Elected officers will serve for a period of three years.
The Chairperson shall:
Act as chairperson and presiding officer of the IFTP Board of Trustees, and:
- Act as presiding officer at every meeting of the IFTP
- Abide by the IFTP Constitution.
- Provide the presiding officers with written descriptions of their duties.
- Insure that the best interests of the IFTP and the ATP and its membership are preserved in order to secure the fiscal future of the association.
- Develop an agenda for IFTP Board of Trustees meetings.
- Oversee the financial holdings of the IFTP Board of Trustees and the distribution of its funds.
- Safeguard a legitimate copy of the IFTP constitution.
- Maintain on-going communication with the ATP Executive Board.
- Exchange complete minutes from any and all meetings of the Board of Trustees with the ATP Executive Board.
- Attend the national conference.
- Attend national conferences that will enhance the presence of the ATP.
The Secretary shall:
Record, disseminate, and store information from IFTP Board of Trustees meetings. The secretary shall keep various records of the Board of Trustees complete and up-to-date and:
- Correspond on behalf of the Board of Trustees, including notifying all Board members of the date, time and location of Board of Trustees meetings.
- Collect and archive items of historical value to the IFTP Board of Trustees.
- Safeguard a legitimate copy of the IFTP constitution.
- At each meeting/conference call:
1. Have on hand minutes of meetings from past year and attachments, if feasible. Historical records, by-laws, constitution, Policy and Procedures Manual should also be on hand.
2. Record the minutes, using a reliable system (e.g. laptop computer, tape recorder, pen) and a backup system.
3. Prepare draft minutes within two weeks and distribute to the other Board of Trustees members for editing. Using fax or e-mail is the quickest method of delivery.
4. After collecting revisions, prepare the final form of the minutes to be approved by motion and vote.
5. After the minutes are approved, distribute as detailed below. Prepare a list of attachments to the minutes. Label each attachment accordingly; include the number of pages.
6. Distribution of minutes and attachments
After minutes have been approved, copies are distributed to:
· The secretary’s file
· Each board member
The Treasurer shall:
- Receive and record receipts.
- Prepare quarterly financial reports and disseminate to the IFTP Board of Trustees.
- Reconcile all accounts.
- Make a financial report at each IFTP Board of Trustees meeting.
- Forward items of historical value to the Secretary.
- Submit a written report at each meeting of the IFTP Board of Trustees.
- Approve committee expenditure requests.
- Provide for a smooth transition to the newly elected Treasurer, including the transfer of records.
- Attend the annual conference.
- Forward items of historical value to the Secretary.
Section IV: Financial Holdings
The IFTP Board of Trustees shall keep a master checking account and support checking accounts transactions. The Treasurer is responsible to report income and expenses and for making a financial report at each meeting of the IFTP Board of Trustees. The Treasurer shall also be responsible for adhering to the guidelines established in the ITFP Constitution concerning financial holdings (Section X). The Finance Policies and Procedures that have been approved by the board will govern all financial activities of the IFTP Board of Trustees.
Section V: Quorum
To facilitate meetings and ensure that business can be conducted in a timely fashion:
1. All IFTP Board of Trustees meetings will be considered voting meetings. A quorum is not needed to open discussion or recommend action or vote on any topic.
2. During meetings where a quorum is present, all votes will be considered final.
3. During meetings where a quorum is not present, votes will be considered tentative until such time as all IFTP Board of Trustees members have been notified of the discussion and decision.
4. The Secretary shall be responsible to send minutes concerning all IFTP Board of Trustees votes to absent members within two days of the meeting. The absent members will have ten days from that time to discuss and vote on the issue.
5. All discussion and voting will follow Section VI: Email Legislative Procedures.
6. The Chairperson shall be responsible for notifying the IFTP Board of Trustees of the resulting vote.
Section VI: Email Legislative Procedures
To facilitate the administration of IFTP, Executive Board members may at any time make motions via email to adopt resolutions not affecting the Constitution. (In the following procedures, a day is defined to be 24 hours from the posting of an email.)
i. Such motions must be addressed to an email list containing all current Board of Trustees members.
ii. Any Board of Trustees member may second the motion via email.
iii. Following the second, the Chairperson will state the motion and call for a quorum.
iv. A quorum will be achieved by at least half of the Board of Trustees members acknowledging their “presence” for discussion of the motion within three days.
v. The Chairperson may then call for discussion on the motion.
vi. The discussion period will be no less than seven days. All responses to the discussion should be made to the entire Board of Trustees.
vii. Following the discussion period, the Chairperson may call for a vote.
viii. The voting period will be no less than three days.
ix. All Board of Trustees members may vote during the voting period, even those who did not acknowledge their “presence” during the three day period for establishing a quorum.
x. The Chairperson will report the results of the voting to the list, including a record of each Board of Trustees member’s vote if so requested.
xi. Amendments to the By-Laws or Constitution may be proposed to the Board of Trustees by any Board of Trustees Member via email. Such amendments that are cleared by the Constitution and By-Laws Committee may be submitted for consideration to the Board of Trustees and voted on using the procedures listed above.
Section VII: Elections and Terms of Office
- All terms of office are three years with a limit of two consecutive terms.
- Nominations for the elected offices of Chairperson, Treasurer, and Secretary shall come from within the existing Board of Trustees.
- Elections will be held at the annual conference.
- Two Board of Trustees members at large will the count ballots.
- Ballots will be counted and the results will be announced at the final meeting of the Board of Trustees during the annual conference.
Section VIII: Proxy Voting
- To facilitate the decision-making ability of the Board of Trustees at times when attendance may be too low to establish a quorum, proxy voting may be used.
- Each Board of Trustees member who will not be attending a meeting may appoint another Board of Trustees member to serve as a proxy for the purposes of voting in his/her absence. For transparency and clarity, proxy assignments should be recorded on a shared email list of Board of Trustees members.
- A Board of Trustees member may carry no more than one proxy.
- Proxies may only be used if a quorum cannot be established by those present for voting.
Section IX: Removal of Trustee
1) Any member of the Board of Trustees who misses three meetings during a calendar year will be removed from the IFTP Board. The following circumstances shall be taken into consideration.
a) If a Board of Trustees member does not respond to email messages or telephone calls, s/he may be removed after three absences.
b) Board of Trustees members who are going to miss a meeting should communicate with the President, the Secretary or the Treasurer a reason for the absence. The absence will then be considered an excused absence and not counted as an absence.
c) After the second missed meeting during any calendar year, a letter will be drafted by the Secretary and sent to the individual via Board of Trustees US Postal Service and email. The Secretary will also call the individual informing him or her of the pending dismissal. There will be a two week period for the person to respond to the President, the Secretary or the Treasurer. Any extenuating circumstances will be brought forward to the Board of Trustees at the next meeting for discussion.
d) After the third absence, the attendees of the next Board of Trustees meeting will vote on the dismissal of the individual. A simple majority vote is required.