Adult Learning Center 



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Constitution and By-laws

of the

Roswell Adult Learning Center, Inc.

Approved by members 9/4/2002, Amended 1/10/06

Second amendment 3/4/2011


Article I

 The name of this organization shall be the “Roswell Adult Learning Center, Inc.”, hereinafter also known as “the Learning Center”.


Article II

Objective, Affiliation, Rights

1.      The object of the non-profit Learning Center is to provide older adults access to and education for computer technologies and the Internet to enhance their lives and enable them to share their knowledge and wisdom with the world.

 2.      The Learning Center is an affiliate of the Roswell Recreation & Parks Department.

3.      The Learning Center shall have those rights necessary to promote the continued operation of the Roswell Adult Learning Center, except those rights reserved by the Roswell Recreation Commission and the Roswell Recreation & Parks department.


Article III


1.      Learning Center membership requirements:

            Members must be active volunteers supporting the Learning Center activities.

            New members are requested to attend a volunteer orientation.


Article IV

Officers and Governing Body

1.   The elected officers shall be President, Vice President, Secretary and Treasurer.

 2.   The governing body of the Learning Center shall be the Executive Committee.  Voting members of the Executive Committee are the elected officers and the most immediate past president, the Curriculum Coordinator, the Volunteer Coordinator, the Technical Coordinator and an At Large member appointed by the Executive Committee.  A representative of the Roswell Adult Recreation Center Staff, the Program Coordinator or assignee, shall be a non-voting member of the Executive Committee.


Article V

Duties of Officers

1.      President: The President shall preside at all Executive Committee and General Membership meetings, and shall appoint Coordinating Committee Chairpersons, with the consent of the other elected officers.  The President shall abide by the by-laws of the Learning Center and perform other duties related to this office.


2.      Vice President- The Vice President attends all Executive Committee and General Membership meetings, fills in for the President in his/her absence, takes over duties of the President if that office is vacated for any reason, and undertakes other responsibilities as assigned by the President.


3.      Secretary: The Secretary attends all Executive Committee and General Membership meetings and takes the minutes.  After a meeting, the Secretary forwards the minutes to the Webmaster for publication.  The Secretary may perform other secretarial duties as necessary.


4.   Treasurer: The Treasurer attends all Executive Committee and General Membership meetings, receives all moneys, pays the bills, and provides regular financial reports to the general membership and to the recreation Program Coordinator.  The Treasurer also is responsible for leading and coordinating the class registration process.


5.   The Executive Committee shall: determine policies of the Learning Center, make decisions as to plans and expenses, and perform other duties as may be voted upon from time to time, including the creation of ad hoc committees.



Article VI

Election of Officers

1.  Officers (President, Vice President, Treasurer, and Secretary) shall be elected by a majority vote of a quorum of the general membership every two years, at the Fall General Membership Meeting.  For voting purposes, a quorum shall consist of a minimum of 15 members and/or their proxies who have participated in any activity within the last year..


2.  Nominees should be active members of the organization, and must consent to the nomination.  Any elected officer may serve consecutive terms in the same office if he/she is re-nominated, accepts the nomination, and is duly elected to the office.


3.  A three member Nominating Committee will be appointed by the President at the summer meeting of the general membership that precedes the election of officers.



4.  The Nominating Committee will present a slate of candidates for election at that fall meeting of the general membership  In addition; the President will call for nominations from the floor.


5.  The newly elected officers will assume their offices at the start of the winter meeting of the general membership.  Term of office is two years.


6.    The EC, by a majority vote, shall fill EC/Officer vacancies that occur during an                                  unexpired term of office until a special election or regular election can be held at the next Fall meeting.



Article VII



1.   Meetings of the Learning Center general membership will be held within two weeks prior to the beginning of each term (e.g. Winter, Spring, Summer, Fall). Meetings will be conducted under Roberts Rules of Order.


2.   The Executive Committee shall have the authority to establish the frequency and dates of all meetings of the Executive Committee


3.        Voting by Proxy is allowed as long as the proxy is obtained from a member in good standing  For qualification purposes the Volunteer Coordination will resolve any dispute as to volunteer activity within the past year.


4.   Any dispute or controversy arising in the Learning Center, which cannot be resolved by the Executive Committee, shall be submitted to the Program Staff of the Roswell Recreation Department.


5.   For voting purposes, a quorum of the Volunteer Meeting shall consist of a minimum of 15 members and/or proxies who have who have participated in any activity within the last year, and at least two of the Officers.



6.         For voting purposes a quorum of the Executive Committee shall consist of 5 members.



Article VIII

Dissolution of the Organization


Dissolution Requirements


1                    A 2/3 vote of all voting members is required to dissolve the organization.

2                    A 90 day notice to the Roswell Recreation Department is required prior to the dissolution of the organization..


Distribution of Assets


1          Remaining assets are to be offered to The Friends of Roswell Parks or to other 501(c)(3) non-profit entities.



Article IX

Amendments to By-laws


1.   Any amendment shall be presented to the Executive Committee who shall review and make recommendations to the general volunteer membership for approval by vote at the next general volunteer membership meeting. Voting will be by majority with a quorum present.