Updated and ratified Constitution of the NPO Materials Writers Special Interest Group Annual General Meeting 2007
Held on Saturday November 24 09:50-10:50 Room 311
Ratified 24th November, 2007 Constitution of the Materials Writers Special Interest Group
Name
Article l.
The name of this organisation is 
(Kyouzai Kaihatsu Kenkyuubukai) in Japanese and the Materials Writers Special Interest Group in English and its abbreviation is MW-SIG.
Affiliation
Article 2.
MW-SIG is an affiliate of the NPO Japan Association for Language Teaching, hereafter referred to in this document as JALT. MW-SIG receives financial, administrative, and logistical support from JALT.
Reason for Existence
Article 3.
Teachers of languages often wish to make their own teaching materials, or supplement materials available in commercial textbooks. A national organization is needed:
(1) to share practical advice on publishing practices, including advice on self-publication;
(2) to promulgate accurate information regarding copyright law; and
(3) to encourage continually rising standards of professionalism in the creation of language teaching and learning materials in all media, both traditional and visionary.
Purpose
Article 4.
MW-SIG is a non-profit organization whose primary purposes are to foster research, hold forums, issue publications, co-operate with related SIGs and engage in other activities for those interested in improving the quality of materials for English teaching and learning.
Membership
Article 5.
a. QUALIFICATIONS FOR MW-SIG MEMBERSHIP: MW-SIG membership is open to anyone, upon payment of the annual MW-SIG membership surcharge set by JALT. MW-SIG individual members in good standing are hereafter referred to in this document as MW-SIG members.
b. RIGHTS OF MW-SIG MEMBERSHIP: Each MW-SIG member is entitled:
(1) to receive all publications issued by MW-SIG during his or her period of good standing;
(2) to vote at the AGM on all matters of MW-SIG business; and
(3) to hold any MW-SIG office for which he or she is qualified. Qualifications for office are specified in Article 8, Section b, below.
c. DISQUALIFICATION FROM MEMBERSHIP: A MW-SIG member shall lose his/her membership in the following cases:-
(1) Failure to renew membership upon expiry;
(2) Dismissal from membership.
If a member injures the reputation or acts against the purposes of MW-SIG, the MW-SIG Executive Board may dismiss the member from MW-SIG. If the MW-SIG Executive Board should dismiss a member, the member shall be given the opportunity to speak at the MW-SIG Executive Board Meeting prior to the decision of the Board.
Annual General Meeting
Article 6.
a. ANNOUNCEMENT OF TIME, PLACE AND TENTATIVE AGENDA: MW-SIG is to conduct an annual general meeting (AGM) during the annual JALT International Conference. The time, place and agenda of this meeting shall be announced to all MW-SIG members through normal MW-SIG communication channels at least one month in advance of the conference.
b. QUORUM: Those MW-SIG members present at the AGM are to constitute a quorum and are empowered to transact MW-SIG business.
c. ELIGIBLE ATTENDEES AND VOTING RIGHTS: Any JALT member may attend and speak at the general meeting, but only MW-SIG members are entitled to vote on MW-SIG matters. Each MW-SIG member shall have an equal voting right.
d. OFFICIAL LANGUAGE: The AGM is to be conducted in the language of the quorum's choice, either English or Japanese, with translation to and from the non-selected language supplied as far as practical if requested at the meeting's outset by any member. Minutes are to be kept in the language of the meeting, with translation if required.
e. ITEMS TO BE RESOLVED:The following items are to be resolved at the AGM:-
(1) Appointment and dismissal of officers
(2) Business plan
(3) Budget for revenues and expenditures
(4) Business report
(5) Financial reports
(6) Amendments to the Articles of the MW-SIG constitution
(7) Other important issues concerning the administration of MW-SIG.
Officers and Administration
Article 8.
a. TITLES OF OFFICERS: the Board is composed of the following officers:-
(1) Co-ordinator
(2) Treasurer
(3) Records Chair
(4) Membership Chair
(5) Publications Chair
(6) Programmes Chair
These are to be construed as complying with the standardized officer categories established by JALT. The duties of each officer are described in MW-SIG Bylaw 1. The Board may appoint, as required, non-executive officers such as Web Site Manager. Other duties described in the Bylaws are to be fulfilled on an ad hoc basis by Officers-At-Large. Non-executive officers and Officers-At-Large are not eligible to vote at Board meetings.
b. QUALIFICATIONS FOR OFFICE: As an organization entirely dependent on the volunteer spirit of its members, MW-SIG cannot reasonably place stringent requirements on candidates for its offices. In addition to common-sense abilities for the office in question, however, candidates for MW-SIG office must meet the following qualifications:-
(l) be a current resident of Japan, with the likelihood of remaining in residence long enough to fulfill a complete term of office;
(2) agree to a minimum MW-SIG service commitment of one term of office;
Though not strict requirements, candidates for MW-SIG office, especially for the office of Co-ordinator, should also:-
(3) have been an MW-SIG member for at least one year prior to his or her election;
(4) be able to conduct MW-SIG business in either English or Japanese, preferably both.
c. CONCENTRATION OF POWER: The Board is bound by the following restrictions:
(1) The offices of Co-ordinator and Treasurer may not he held by the same individual.
(2) Under no circumstances is the Board to have fewer than three members. If no more than two qualified members can be recruited for office, MW-SIG is to dissolve itself and return all unspent funds to JALT.
Except for these restrictions, qualified MW-SIG members may fulfill the duties of more than one office simultaneously, but are nevertheless entitled to only one official vote on the Board. Conversely, the duties of any one office may be shared by two or more qualified MW-SIG members, but their combined interest is to constitute only one official vote on the Board.
d. TERMS OF OFFICE: Officers are to be selected at the AGM. Terms of office are to be for one calendar year, beginning following the parent body JALT�E�fs AGM and continuing through to the next JALT AGM. In the interim period between election and commencement of the term of office, each incoming officer is to familiarize him- or herself with the duties of office.
e. ACCOUNTABILITY OF MW-SIG OFFICERS: Ultimate accountability for each officer's actions is to rest with the general MW-SIG membership by petition to the Board; immediate accountability is to rest mutually with the other members of the Board. Procedures for removing officers are given in Article 9, Section c, below.
Nominations for Elections to, and removals from Office
Article 9.
a. NOMINATIONS: Any MW-SIG member may nominate other qualified members for any MW-SIG office, either in writing, prior to the AGM, or from the floor at the AGM. A qualified member may also volunteer him- or herself. A qualified member absent from the AGM may be nominated for office, but only if he or she has been previously notified of the possibility and has agreed to the minimum service qualification as stated in Article 8, section b, above.
b. ELECTIONS: Elections are to be held at the AGM, using the election procedures specified in Bylaw 2.
c. REMOVAL FROM OFFICE: Any officer who fails to perform his or her MW-SIG duties under this constitution or its bylaws may be removed from office by impeachment. The impeachment process may be initiated by either:
(l) the remaining members of the Board; or
(2) by a petition for the officer's removal, signed by at least 5% of the general MW-SIG membership and submitted to the Board
The Membership Chair is to determine the precise number of signatures necessary under this article, unless he or she is the officer under scrutiny. In such a case, MW-SIG will use the figure determined by the JALT Central Office. The officer under scrutiny, or anyone involved in the functions of the office concerned, may not vote on the question of the officer's impeachment. The officer under scrutiny is to be notified of the impending proceedings and offered the option to officially resign before the remaining Board members vote.
Vacancies of Office
Article 10.
In accordance with the procedures specified in Bylaw 3, vacated officer positions are to be filled at the discretion of the remaining Board members and the general membership is to be notified of the Board's actions.
Amendments
Article 11.
a. PROPOSALS: Amendments to this Constitution must be proposed by a majority of the Board or by a petition signed by at least 5% of the general MW-SIG membership, as determined by the Membership Chair.
b. RATIFICATION PROCEDURES: Each proposed amendment and its ratifying procedure is to be publicized among the MW-SIG membership bilingually, in Japanese and English, before the AGM. The proposed amendment must be ratified by two-thirds of the quorum at the AGM. This article makes no provision for absentee balloting.
c. EFFECTIVE DATE: Amendments take effect immediately upon ratification.
d. NOTIFICATION: Amendments are to be reported to the general membership in the next regular issue of MW-SIG newsletter.
BYLAWS
BYLAW 1. OFFICIAL DUTIES:
THE SPIRIT OF THE LAW: The intent of this bylaw is to delineate the responsibilities of each member of the MW-SIG Executive Board ("the Board"). A volunteer organization cannot make excessive demands of its officers. Officers are to fulfill their duties to the best of their ability, but it is understood that an officer may initially feel inadequate to the tasks and may have to grow into the duties of office. Criticism of official performance is to be tempered with appreciation for the many personal inconveniences required.
(a) EXECUTIVE OFFICES
(1) CO-ORDINATOR: the Executive officer with responsibility for directing the activities of the Board itself and for directing the activities of MW-SIG. The Co-ordinator�E�fs duties are:-
l to preside at MW-SIG Board meetings, the AGM and at other MW-SIG-sponsored events, as appropriate;
l to ensure adequate communications among members of MW-SIG Executive Board;
l to ensure that proper records of official meetings are kept and incorporated into the annual report;
l to submit an annual report of MW-SIG's activities to the JALT President through the established communications channels;
l to maintain communications with the corresponding office of other MW-SIGs; and
l to represent MW-SIG on the JALT Executive Board.
During absences, the Co-ordinator is to appoint another Executive officer Acting Co-ordinator to ensure the uninterrupted performance of these duties.
(2) TREASURER: The Executive officer with responsibility for the finances of MW-SIG. The Treasurer's duties are:-
l to collect and disburse all MW-SIG funds and maintain all financial records;
l to present an account of MW-SIG's financial status at the MW-SIG AGM;
l to submit regular reports to the appropriate JALT offices;
l to prepare MW-SIG financial documents for an internal audit to take place after the books have been closed at the end of each calendar year;
l to maintain communications with the corresponding office of other MW-SIGs; and
l to provide service on the JALT Finance Committee, if requested.
(3) RECORDS CHAIR: The Executive Officer with responsibility for MW-SIG records. The duties of the Records Chair are:
l to record official minutes of MW-SIG meetings and make these available to the MW-SIG membership;
l to supervise external and internal communications;
l to maintain historical archives;
l to submit regular reports to the appropriate JALT offices;
l to maintain communications with the corresponding office of other SIGs;
l to provide service on the JALT Records and Procedures Committee, if requested.
In the absence of a Records Chair, a Recording Secretary shall be co-opted for the duration of each MW-SIG meeting from among the meeting attendees.
(4) MEMBERSHIP CHAIR: The Executive Officer responsible for membership affairs. The duties of the Membership Chair are:
l to register all new and renewed MW-SIG memberships;
l to maintain and update a file of all MW-SIG members and the information provided by them, maintaining a database of this information for internal analysis;
l to supply membership information to the Board and the appropriate JALT National offices;
l to submit regular reports to the appropriate JALT offices;
l to maintain communications with the corresponding office of other MW-SIGs; and
l to provide service on the JALT Membership Committee, if requested.
(5) PUBLICATIONS CHAIR: The Executive Officer responsible for publicity. The duties of the Publications Chair are:-
l to edit, produce and distribute the MW-SIG newsletter and any other special publications that MW-SIG undertakes;
l to keep MW-SIG informed of JALT publication opportunities and public relations concerns;
l to submit regular reports to the appropriate JALT offices;
l to maintain communications with the corresponding office of other MW-SIGs; and
l to provide service on the JALT Publications Board, if requested.
l to solicit, select and edit items for the MW-SIG newsletter and arrange them into suitable form for publication
l liaise with the member(s) responsible for printing and distributing the newsletter and other special publications produced by MW-SIG.
(6) PROGRAMMES CHAIR: The Executive Officer responsible for arranging the activities of MW-SIG. The duties of the Programmes Chair are:-
l to plan and organize all regular and special programmes;
l to contact and arrange for presenters at the JALT International Conference and MW-SIG Symposium, soliciting presentation proposals from MW-SIG members and arranging for vetting, if necessary;
l to provide relevant information to publicity-related MW-SIG officers or other JALT agencies;
l to offer suggestions for programme presenters for JALT Chapter meetings, for JALT special events, or for other L2 educational organizations;
l to submit regular reports to the appropriate JALT offices;
l to maintain communications with the corresponding office of other MW-SIGs; and
l to provide service on the JALT Programme Committee, if requested.
(b) NON-EXECUTIVE OFFICERS.
OFFICERS-AT-LARGE: The duties of the Officers-At-Large are:
l to supervise annual elections to MW-SIG office;
l to provide impartial mediation in procedural judgments or other controversial situations; and
l to perform other MW-SIG duties at the recommendation of the Co-ordinator or the MW-SIG Executive Board.
BYLAW 2. VOTING PROCEDURES
THE SPIRIT OF THE LAW: The intent of this bylaw is to provide for the fair and honest selection of trustworthy officers. If, by any infelicities of wording or change of circumstances, these provisions fail to do so, that purpose is to prevail over literal interpretations of the law until it can be adequately revised.
a. ELECTION SUPERVISOR: Elections for MW-SIG office are to be supervised during the MW-SIG AGM by the At-Large Coordinator for Elections.
b. BALLOTING PROCEDURES: Before each round of voting, the supervisor is to determine the quorum's position on (1) secret balloting and (2) abstentions (see alternatives below). If there is no objection, voting is to be conducted by voice vote or open show of hands. One member's objection is sufficient to override open balloting. If voting is conducted by secret ballot, all the ballots cast are to be examined and counted by at least three MW-SIG members who are not candidates for the office in question. This Bylaw makes no provisions for absentee or mail-in voting.
c. ABSTENTIONS: Unmarked, illegible, ambiguous, or improperly marked ballots are to be considered absentions.
ALTERNATIVE 1
The number of votes necessary for election to office or for the passage of proposed business is to be a plurality of the official quorum. An abstention is therefore to be interpreted as the voter's willingness to accept the decision of the remainder of the quorum, and has the effect of reducing the stringency required for election to office. In the case of proposed business, an abstention has the effect of a YES vote.
ALTERNATIVE 2
The number of votes necessary for election to office or for the passage of proposed business is to be a majority of the official quorum. An abstention is therefore to be interpreted as the voter's unwillingness to be forced into a decision, and has the effect of upholding the stringency required for election to office. In the case of proposed business, an abstention has the effect of a NO vote.
The same interpretation of an abstention's effect is to apply to votes on all MW-SIG business, including amendments to the constitution or its bylaws.
d. UNCONTESTED ELECTIONS: If there is no objection to an unopposed candidate, he or she is to be declared elected by acclamation. One member's objection is sufficient to override acclamation. In such cases, the results of a YES / NO vote are sufficient for election to office
e. CONTESTED ELECTIONS: If more than two candidates contest an office, runoff elections are to be held to reduce the field to two final candidates. In the event of a tie vote between two finalists, the results are to be announced and a second balloting conducted. In the event of a second tie, the incumbent members of the Executive Board are to cast the deciding votes. In the event of a tie by the incumbent Board members, the deciding vote is to be cast by the incumbent officer holding the position in question.
f. CONTESTED ELECTIONS INVOLVING AN INCUMBENT SEEKING RE-ELECTION: If a tie vote involves an incumbent seeking re-election, the results are to be announced and a second balloting conducted. In the event of a second tie, the incumbent is to be declared re-elected.
g. ANNOUNCEMENT OF ELECTION RESULTS: An announcement of the outgoing incumbent officers, re-elected incumbent officers, and incoming officers-elect is to appear in the first regular issue of MW-SIG newsletter produced after the election.
BYLAW 3. VACANCIES OF OFFICE
THE SPIRIT OF THE LAW: The intent of this bylaw is to alleviate MW-SIG staffing problems that may be caused by the untimely evacuation of MW-SIG offices. If, by any infelicities of wording or change of circumstances, these provisions fail to do so, that purpose is to prevail over literal interpretations of the law until it can be adequately revised.
a. PROCEDURES: If an office is vacated for any reason before the nominal term has been completed, the Executive Board may, at its discretion, either:
(1) share the duties of the vacated office among themselves until the next AGM;
(2) seek volunteers from among the other MW-SIG members to assume the vacant office until the next AGM; or
(3) summarily appoint a temporary successor to serve in the vacated office until the next AGM
b. NOTIFICATION TO GENERAL MEMBERS: The general membership is to be notified of the circumstances causing the vacancy and the manner of its resolution in the next regular issue of MW-SIG newsletter.
BYLAW 4. CONFLICTS OF INTEREST
THE SPIRIT OF THE LAW: This bylaw is intended to prevent abuse of MW-SIG office, however innocent. If, by any infelicities of wording or change of circumstances, these provisions fail to do so, that purpose is to prevail over literal interpretations of the law until it can be adequately revised.
a. DUTY TO AVOID CONFLICTS OF INTEREST: MW-SIG officers must attempt to avoid conflicts of interest between the duties of MW-SIG office and private concerns. Some examples of conflict of interest are:
(l) the editor of an MW-SIG publication deciding whether his or her own article should be published or how it should be edited;
(2) an MW-SIG officer making conference presentations in MW-SIG's name or otherwise representing MW-SIG without the approval of the Executive Board; or
(3) an MW-SIG officer using MW-SIG's name or resources to promote the sale of commercial materials or services, or advance his or her own personal interests.
b. SOME MEASURES TO PREVENT POSSIBLE CONFLICTS OF INTEREST: All MW-SIG members are to be informed of MW-SIG publishing or presenting opportunities as early as possible before submission deadlines. MW-SIG publication editors must abstain from the decision to accept or reject their own publication or presentation proposal, leaving the decision to other MW-SIG publications-related officers. Likewise, any officer may represent MW-SIG at an academic conference, but must abstain from the selection process, with programmes-related officers not to be involved in the vetting of their own proposals. MW-SIG officers may engage in commercial or political activities, but must not associate either the name or resources of MW-SIG or any other JALT forum with them.
c. EXECUTIVE BOARD RESPONSIBILITY: It is the responsibility of the members of the Executive Board to ensure that conflicts of interest do not occur. If, despite their efforts, an MW-SIG officer appears to have abused his or her position or to have engaged in questionable behavior, it is the Board's responsibility to confront the offending officer and, if necessary, remove him or her from MW-SIG office. If the Board members cannot agree, the question may be taken to a vote of MW-SIG general membership.
BYLAW 5. AMENDMENTS TO THE BYLAWS
THE SPIRIT OF THE LAW: The intent of this bylaw is to provide for the alteration of the laws themselves, so as to serve the interests of MW-SIG most effectively. If, by any infelicities of wording or change of circumstances, these provisions fail to do so, that purpose is to prevail over literal interpretations of the law until it can be adequately revised.
a. PROCEDURES: Bylaws may be amended in the same manner as the Articles of the Constitution. In addition, they may be amended by a four-fifths majority vote of the Executive Board. In the event that the Board comprises fewer than five members, their agreement must be unanimous.
b. EFFECTIVE DATE: Amendments are to take effect immediately upon approval.
c. NOTIFICATION: Amendments to the bylaws are to be reported to the general membership in the next regular issue of MW-SIG newsletter.