I.  Name Purpose and Membership

1. 1. The organization will be known in English as the Cantonese Language Association (CLA) and in Chinese as 粵語學會|粤语学会.
   2. The purpose of the association shall be to facilitate communication amongst teachers and scholars of Cantonese and to promote study and research in the fields of Cantonese language pedagogy, linguistics, and culture, and to further the common interests of teachers and scholars of all varieties of Cantonese.
   3. Membership. Any person with interest in the mission of the association may become a member by paying yearly dues as set by the executive board. There will be one class of membership, regular member. Each member will be entitled to vote on association business. Applicants may be admitted to the association by action of the Board Director, by action of the board or in such a manner as the board may direct.

II. Meeting of Members

1. 1. Annual Meetings. The annual meetings of the members of the Association for the transaction of business and presenting of member research will be held at such time and place specified by the board. Meetings will be chaired by a member of the executive board.
   2. Special Meetings. Special meetings may be called at any time by the executive board. When so called, the Secretary (See section III) shall give notice to all members.
   3. Notice of Meetings. Notice of each meeting of the members of the Association will be given to each member of the Association, not less than thirty days before the day on which such meeting is to be held, by delivering an electronic notice thereof to such member at the e-mail address of such member as it appears on the records of the Association.
   4. One-tenth of the members of the association in good standing will be sufficient to constitute a quorum for the transaction of business. In the absence of a quorum at the annual meeting or any specially called meeting, the board is authorized to transact business electronically. A minimum of one-tenth of the membership voting will be necessary for the transaction of business.
   5. At each meeting of the members of the Association, each member present will be entitled to cast one vote on any and all matters which come before the meeting. At each meeting of the members all matters will be decided by the vote of a majority of members present and voting at the meeting absent an in-person meeting, matters may be determined by electronic vote.

III. Officers

1. 1. Number. The board will consist of at least five members, each serving for a renewable term of three years, except that in the initial election, one member’s term will be for three years, one for two years and one for one year, so as to stagger subsequent term
   2. A Director will be appointed by the Board, either from among the board members or from the general membership. The term of service for the Director will be three years, renewable. If appointed from the general membership and thus not an elected member of the board, he or she will be an ex officio member of the board, without vote.

The Board Director. Under the direction and supervision of the Board, the Director shall:

(a) organize and conduct meetings of the Association;
(b) be custodian of all records and documents of the Association;
(c) notify all persons admitted to membership in the Association;
(d) keep a record which shall contain the names and addresses of the members of the Association;
(e) keep minutes of all meetings of the Executive Board and the members of the Association, or cause them to be kept by a member of the board or other designee.
(f) solicit new members for the Association
(g) have care and custody of all the funds of the Association;
(h) receive and give receipt for moneys due and payable to the Association;
(i) deposit all moneys received in the name of the Association in such banks or other depositories as from time to time be designated by the Executive Board;
(j) have charge of disbursement of funds of the Association in accordance with the directions of the members of the Executive Board;
(k) keep or cause to be kept books containing a full and accurate accounting of the all moneys received and paid by the director of the Association;
(l) render a statement of accounts to the Executive Board at such times as it shall require the same;
(m) at all reasonable times exhibit the books of account of the Association to any member of the Executive Board upon application;
(n) compose and publish the Association newsletter, and/or designate someone else to perform all or part of this task;
(o) in general, perform all other duties incident to the office of General Secretary, subject to control of the Executive Board.
(p) have such other powers and perform such other duties, not inconsistent with this constitution, as may be assigned to him or her from time to time by the Executive Board.

1. 3. Removal or Delegation. All officers appointed by the Executive Board shall be subject to removal at any time by the Board. In case of the absence of any officer, or for other reason that may seem sufficient to the Executive Board, the Board may, without removal, delegate his or her powers and duties to any other officer for such period as may be deemed proper.
   4. Resignation. Any officer may resign at any time by giving written notice to the Director of the Association.
      IV. Offices of the Cantonese Language Association

 The offices of the Cantonese Language Association will be in the city and state of the current General Secretary, or in such other place as the Executive Board may establish.

V. Fiscal Provisions

The fiscal year of the Association shall be the period January 1 to December 31.

VI. Amendments

At any meeting at which a quorum of the membership is present, this constitution may be amended, by a two-thirds majority of the members

VII. Ratification

This constitution will become effective upon ratification by two thirds of the members of the Association present at the annual meeting of the Association provided that a one-tenth of the membership is present, and provided that the intention to vote on a new constitution is announced in the notice of the meeting. Voting may also take place electronically.