BPPM
Updated June 15, 2026
A. Mission, Vision, Values, and Strategic Priorities
[approved by the board January 2025]
- Mission: To represent, support, and promote English language programs in the USA.
- Vision Statement: To be the recognized voice of English language programs in the USA.
- Values: Community, Collaboration, Advocacy, Integrity, Professionalism
- Strategic Priorities:
- Solidify our position as the voice of English language programs
- Expand and strengthen influence through strategic alliances
- Provide relevant professional development opportunities
- Ensure association effectiveness and sustainability
B. Specific Purposes
EnglishUSA is organized as the trade association of English language programs in the United States, and its specific purposes include, but are not limited to the following:
- promote ethical and professional standards for English language programs.
- provide a liaison between English language programs and organizations which use their services and those whose actions affect them, including but not limited to U.S. and foreign government agencies, sponsors, admissions officers, and counselors.
- increase awareness abroad of opportunities for English language study in the United States.
- encourage a collegial and cooperative spirit within the English language program industry and thereby create an inclusive community through engagement and collaboration, based on integrity and excellence. (Section 2.03 Bylaws)
C. Strategic Plan
Click here for the most recent version of the strategic plan.
D. History
In 1986, an ad-hoc group of IEP directors met in San Antonio concurrently with the NAFSA conference. This group selected a committee to draft a mission statement and goals for a new association. The following year at the NAFSA conference in Long Beach, the group debated the mission statement and goals, elected pro-temporary officers, and appointed a bylaws committee. In 1988 at the NAFSA conference in Washington, D.C., 65 directors from throughout the country, representing both university-governed and independent IEPs, agreed to charter an official organization. In 1989, AAIEP incorporated in Colorado and began publishing a newsletter. In 1990 a set of standards for post-secondary IEPs was adopted.
|
1986 |
Ad hoc group of IEP directors meets at NAFSA in San Antonio |
|
1987 |
Ad hoc group creates 1st mission statement |
|
1988 |
65 directors agree to charter official organization |
|
1989 |
AAIEP incorporates in Colorado |
|
1990 |
Initial AAIEP Standards ready for membership approval |
|
1991 |
161 members; board considers need to establish a full-time professionally |
|
|
staffed office but determine there are not enough resources (dues = $95) |
|
1990-91 |
One of top 3 advocacy issues = concern with student misuse of immediate |
|
|
transfer |
|
1991 |
AAIEP Fair in Seoul |
|
1986 |
Ad hoc group of IEP directors meets at NAFSA in San Antonio |
|
1987 |
Ad hoc group creates 1st mission statement |
|
1988 |
65 directors agree to charter official organization |
|
1989 |
AAIEP incorporates in Colorado |
A. Mission, Vision, Values, and Strategic Priorities
[approved by the board January 2025]
- Mission: To represent, support, and promote English language programs in the USA.
- Vision Statement: To be the recognized voice of English language programs in the USA.
- Values: Community, Collaboration, Advocacy, Integrity, Professionalism
- Strategic Priorities:
- Solidify our position as the voice of English language programs
- Expand and strengthen influence through strategic alliances
- Provide relevant professional development opportunities
- Ensure association effectiveness and sustainability
B. Specific Purposes
EnglishUSA is organized as the trade association of English language programs in the United States, and its specific purposes include, but are not limited to the following:
- promote ethical and professional standards for English language programs.
- provide a liaison between English language programs and organizations which use their services and those whose actions affect them, including but not limited to U.S. and foreign government agencies, sponsors, admissions officers, and counselors.
- increase awareness abroad of opportunities for English language study in the United States.
- encourage a collegial and cooperative spirit within the English language program industry and thereby create an inclusive community through engagement and collaboration, based on integrity and excellence. (Section 2.03 Bylaws)
C. Strategic Plan
Click here for the most recent version of the strategic plan.
D. History
In 1986, an ad-hoc group of IEP directors met in San Antonio concurrently with the NAFSA conference. This group selected a committee to draft a mission statement and goals for a new association. The following year at the NAFSA conference in Long Beach, the group debated the mission statement and goals, elected pro-temporary officers, and appointed a bylaws committee. In 1988 at the NAFSA conference in Washington, D.C., 65 directors from throughout the country, representing both university-governed and independent IEPs, agreed to charter an official organization. In 1989, AAIEP incorporated in Colorado and began publishing a newsletter. In 1990 a set of standards for post-secondary IEPs was adopted.
|
1986 |
Ad hoc group of IEP directors meets at NAFSA in San Antonio |
|
1987 |
Ad hoc group creates 1st mission statement |
|
1988 |
65 directors agree to charter official organization |
|
1989 |
AAIEP incorporates in Colorado |
|
1990 |
Initial AAIEP Standards ready for membership approval |
|
1991 |
161 members; board considers need to establish a full-time professionally |
|
|
staffed office but determine there are not enough resources (dues = $95) |
|
1990-91 |
One of top 3 advocacy issues = concern with student misuse of immediate |
|
|
transfer |
|
1991 |
AAIEP Fair in Seoul |
|
1986 |
Ad hoc group of IEP directors meets at NAFSA in San Antonio |
|
1987 |
Ad hoc group creates 1st mission statement |
|
1988 |
65 directors agree to charter official organization |
|
1989 |
AAIEP incorporates in Colorado |
The governing body of the Association is the Board of Directors. The number of the Association’s Board of Directors shall be twelve (12), which shall consist of the five (5) officers of the Association and seven (7) at-large Directors, all of whom are elected from and by the voting members of the Association. The Executive Director of EnglishUSA shall serve as an ex officio member without the right to vote. (Bylaws, Section 4.01). Click this link for current Board of Directors list and bios.
A. Staggered Board Terms
Directors shall be voted in staggered rotation (based on calendar created to implement new/old terms), each to serve a term of three (3) years on the Board. The term for the President, President-Elect, and Immediate Past President positions shall each be one (1) year = 3-year term in total.
B. Nonprofit Board Member Responsibilities
Ten Basic Responsibilities of Nonprofit Boards
- Determine mission and purpose. It is the board's responsibility to create and review a statement of mission and purpose that articulates the organization's goals, means, and primary constituents served.
- Select the chief executive. Boards must reach consensus on the chief executive's responsibilities and undertake a careful search to find the most qualified individual for the position.
- Support and evaluate the chief executive. The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization
- Ensure effective planning. Boards must actively participate in an overall strategic and long- term planning process and assist in implementing and monitoring the plan's strategic goals
- Monitor and strengthen programs and services. The board's responsibility is to determine which programs are consistent with the organization's mission and monitor their effectiveness.
- Ensure adequate financial resources. One of the board's foremost responsibilities is to ensure that there are adequate resources for the organization to fulfill its mission.
- Protect assets and provide proper financial oversight. The board approves the annual budget and ensures that proper financial controls are in place.
- Build a competent board. All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.
- Ensure legal and ethical integrity. The board is ultimately responsible for adherence to legal standards and ethical norms.
- Enhance the organization's public standing. The board should clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community.
Adapted from Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition (BoardSource 2009).
Fiduciary Responsibilities
Volunteer officers and directors of non-profit associations have certain legal obligations to the association, notwithstanding the fact that they are not compelled to serve and, in most cases, are not compensated for their services.
- Duty of Care: to be reasonably informed and to use sound information and judgment in making decisions on the behalf of EnglishUSA
- Duty of Loyalty: to put aside personal interests and act in the best interests of EnglishUSA and avoid conflicts of interest
- Duties of Obedience: to act in compliance with EnglishUSA’s mission, bylaws, and policies as well as legal and regulatory requirements
Tips for Minimizing Risk
EnglishUSA Officers and at-large Directors can minimize the risk of breaching their fiduciary obligations to the organization by:
- Placing EnglishUSA’s interests first in dealings on the Association’s behalf.
- Publicly supporting the mission, position, and actions of the Board of Directors.
- Attending board meetings and carefully reviewing briefing materials provided in advance of or between meetings.
- Ensuring that statements made about EnglishUSA activities, members, other volunteer leaders, or staff are truthful and based on a reasonable investigation of the facts.
- Being alert to possible conflicts of interest and circumstances that could create even the appearance of a conflict and by scrupulously disclosing and resolving conflicts in the best interests of the Association.
- Carefully preserving the confidentiality of any information that comes into the volunteer’s possession, through documents or conversations, that the volunteer knows or should know is designated or treated as confidential by EnglishUSA, including Board deliberations.
C. Board Governing Style
The Board is committed to continually improving its own governance process. The Board will approach its task with a style that emphasizes outward vision, encouragement of diversity in viewpoints, strategic leadership and planning, clear distinction of board and staff roles, thoughtful and respectful deliberation, and collective decision-making. The Board shall establish a process for self-evaluation of its effectiveness and adherence to these principles. More specifically, the board will:
- Operate in all ways mindful of its obligation to the membership.
- Enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, policy-making principles, respect of roles, and speaking with one voice.
- Direct and inspire the organization through the careful establishment of the broadest organizational values and perspectives through written policies.
- Focus chiefly on intended long-term impact on the world outside the organization (strategic outcomes) including establishing priorities among competing goals.
- Be an initiator of policy.
- Use the expertise of individual members to enhance the ability of the board as a body, reflecting the group's values.
- Monitor and regularly discuss the board's own process and performance. Ensure the continuity of its governance capability by ongoing training and development.
- Self-monitoring will include periodic comparison of board activity and discipline to its governance process and board-staff relationship policies. The board will be responsible for board performance.
- Continual redevelopment will include orientation of new members in the board's adopted governance process and periodic board discussion of process improvement.
- Be accountable to the public and the membership for competent, conscientious, and effective accomplishment of its obligations as a body. It will allow no officer, individual or committee of the board to usurp this role or hinder this commitment.
D. Officers’ & Directors’ Qualifications
The officers of EnglishUSA, elected by the members, shall be the President, the President-Elect, the Secretary, the Treasurer, and the Immediate Past President. The Executive Director is considered a non-voting officer.
The President-Elect must have served for at least one (1) term as a Board of Director of the Association. Additional qualifications may be established by the Board of Directors to ensure that individuals have sufficient experience to lead the Association and to avoid any conflict of interest. Determination that an Officer is unavailable or otherwise unable to assume her or his duties will be made by a majority vote of the Board of Directors then serving. (Bylaws Section 4.0)
The At-large Directors (n=7), elected by the members, shall be employed at a voting Member Program in good standing. Additional qualifications may be established by the Board of Directors to ensure that individuals have sufficient experience to lead the Association and to avoid any conflict of interest (Bylaws Section 4.03).
Additional qualifications for President-Elect
- Have been an active member in good standing of EnglishUSA for the past three (3) years by January 1 of the year for which his or her name will appear on the ballot
- Have served on the EnglishUSA Board of Directors in the past
- Not have been a full- or part-time employee of EnglishUSA within the past three (3) years
- Not be a member of the Nominating Committee at the time of the election
Qualifications for At-large Directors
- Have been an active member in good standing of EnglishUSA for the past two (2) years by January 1 of the year for which his or her name will appear on the ballot
- Not have been a full- or part-time employee of EnglishUSA within the past three (3) years
- Not be a member of the Nominating Committee at the time of the election
E. Officers’ Duties
- The President shall be the principal Officer of EnglishUSA and shall run meetings of the membership and of the Board of Directors.
- In addition to their specific duties, the President-Elect shall perform such duties as the President, or the Board of Directors may assign.
- In addition to their specific duties, the Immediate Past President shall perform such duties as the President, or the Board of Directors may assign.
- The Treasurer shall serve as the financial advisor to the Board of Directors and chair of the Finance Committee. The Treasurer shall review the annual budget and submit it to the Board of Directors for approval. The Treasurer shall also perform such other duties as the President, or the Board of Directors may assign.
- The Secretary shall manage the minutes of the meetings of the Board of Directors and ensure they are distributed shortly after each meeting. The Secretary shall be sufficiently familiar with articles, bylaws, etc. to note applicability during meetings. The Secretary shall also perform such other duties as the President, or the Board of Directors may assign. (Bylaws Section 4.02).
- Additional duties in Appendix D
F. Officer & At-Large Director Responsibilities
- Promote the EnglishUSA brand to current and potential members and to other organizations in the international education field
- Develop strategic partnerships that will further the mission of EnglishUSA
- Attend all board meetings, annual business meeting and reception, Annual Conference and Professional Development Conference
- Provide and contribute to reports for review and discussion at board meetings
- Contribute to the EnglishUSA webinars, journal/newsletter, conferences, and the Engage forum
- Promote EnglishUSA events to Engage, as well as, regional, state, and national networks.
- Committee chairs report on committee accomplishments at the annual business meeting
- Align activities with the goals, objectives, and action steps of the EnglishUSA strategic plan
- Review and implement the strategic plan and contribute to its revision as necessary
- Contribute to the recruitment of new board members
- Participate in the Executive Director’s annual performance review
- Support incoming at-large Directors and Officers
- Additional duties in Appendix C related to committees
G. Changes in Director Status / Vacancies Policy
The Officers and at-large Directors, elected by the members, shall be employed at a voting Member Program in good standing. If an Officer or at-large Director goes through an employment status change during his/her term and is no longer employed at a voting Member Program in good standing, the Board of Directors shall determine if said Office or at-large Director may conclude his/her remaining term by majority vote. Additional qualifications may be established by the Board of Directors to ensure that individuals have sufficient experience to lead the Association and to avoid any conflict of interest (Bylaws Section 4.03).
Except for a vacancy occurring in an Officer position, which shall be filled as described in this section, appointment of a new Director to fill a vacant position shall be made by majority vote of the remaining voting members of the Board of Directors. A Director appointed to fill a vacancy shall fill such vacancy only for the remainder of the predecessor’s term.
- If the office of the President is vacated, the Immediate Past President shall assume the position as President and shall serve for the remainder of the term of the individual replaced. If the Immediate Past President is unavailable or otherwise unable to serve, the President-elect shall assume the position as President and shall serve for the remainder of that term and the entire succeeding term.
- If the office of the President-elect is vacated, the Board of Directors may, at any regular or special meeting, appoint an official member of a program in good standing who has previously served on the Board to fill such vacant position for the balance of the replaced individual’s term as an Officer.
- If the person elected to become President-elect declines the position between the date the election results are declared and before the start of the new Board year, the Board of Directors may appoint another member of EnglishUSA to assume the office of President-elect and complete the term of the person who stepped down. The person appointed by the Board to assume the office of President-elect according to sub-section (c) and sub-section (d) is not required to be slated by the nominating committee as the president for the subsequent year when the person completes the term as President-elect.
- If the office of the Immediate Past-President is vacated, the position will be left vacant for the remainder of the term.
- If there is a vacancy in the office of the Treasurer, the Immediate Past President shall assume the vacant position for the balance of the term. If the Immediate Past President is unavailable or otherwise unable to serve, the President-elect shall assume the duties as Treasurer for the remainder of that term (Bylaws Section 4.06).
H. Board Members & Staff
- The Board expects ethical and businesslike conduct of itself and its members. This commitment includes proper use of authority and appropriate decorum as a group and individually when acting as board members.
- Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies.
- Board members' interaction with the Executive Director and with staff must recognize the lack of authority in any individual board member or group of board members except as explicitly set forth in board policies.
- Board members' interaction with the public, press or other entities must recognize the same limitation and the similar inability of any board member or board members to speak for the board except as explicitly set forth in board policies.
- Board members will make no judgments of the Executive Director or staff performance except as that performance is assessed against explicit board policies by the official process
I. Public Communication Policy
EnglishUSA is committed to disseminating information about its programs, services, events, products, and other activities to its stakeholders and to be responsive to news media inquiries. To avoid multiple or
conflicting “positions” as well as to facilitate a clear and consistent voice, it shall be the policy of the Board that only the President or the Executive Director shall speak for and in the name of the EnglishUSA to the news media.
On a case-by-case basis, other Board members or staff may be asked by the President or Executive Director to act as a spokesperson depending on their expertise on an issue. Nothing in this policy is intended to affect an individual’s rights to express his or her personal views, provided those views are not attributed to the EnglishUSA either directly or indirectly.
J. Conflict of Interest Policy
In their capacity as directors, the volunteer leaders of EnglishUSA must act in the best interest of the EnglishUSA mission. The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, to assist the Board in identifying and disclosing actual and potential conflicts, and to help ensure the avoidance of conflicts of interest where necessary.
Summary
EnglishUSA’s volunteer leaders are dedicated to serving the interests of EnglishUSA’s constituency in the most honorable and ethical manner possible. Among the duties of the EnglishUSA Board is to provide assurance to its constituencies that debates, decision-making and all EnglishUSA governance is conducted in an objective and bias-free context.
Among the duties of the volunteer leaders of EnglishUSA is a duty of loyalty – to place the best interests of EnglishUSA uppermost when acting on EnglishUSA’s behalf. This duty of loyalty, or fiduciary duty, encompasses the obligation to avoid or disclose any other interests that could dilute, diminish, or divide a leader’s unqualified loyalty and complete commitment to EnglishUSA. Where such interests exist or even appear to exist, they are Conflicts of Interest that EnglishUSA is responsible to manage to assure bias-free governance.
A conflict of interest is a transaction or relationship that presents or may present a conflict between a Board member’s obligation to EnglishUSA and the Board member’s personal, business, and other interests.
Disclosure is expected of these Conflicts of Interest:
- Any ownership, employment, or volunteer involvement in a commercial entity or nonprofit organization with a similar mission as EnglishUSA (e.g., service on UCIEP Board of Directors).
- Any ownership, employment, volunteer involvement in a commercial entity or nonprofit organization that is, or seeks to be, a vendor of products or services to EnglishUSA (e.g., consultant or current employee for IEFT, ISI, Pearson, Study in the USA, etc.); or
- Any position as spokesperson, consultant, volunteer, or employee for another commercial or nonprofit organization that advances (or could potentially advance) opposing or adverse public policy positions from those of EnglishUSA or regulates EnglishUSA members (e.g., NAFSA, CEA, ACCET).
Process
- All Board members shall be provided a copy of this policy at the beginning of a new board year and be required to complete and sign the acknowledgment and disclosure form attached. All completed forms, as well as all other conflict information provided by the Board member shall be provided to and reviewed by the EnglishUSA Executive Director and Presidential Stream (Immediate Past President, President Elect, and President). Board members must update their form at any time during the year if a new/revised conflict arises.
- The EnglishUSA Presidential Stream and Executive Director shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any).
- The President (or Immediate Past President) if the President has disclosed a conflict) shall inform the entire Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.
Corrective Measures
- It is EnglishUSA’s prerogative, not that of the disclosing Board member, to make determinations regarding corrective measures with respect to Conflicts of Interest.
- Disclosure. In most cases, it is expected that the possibility of subjectivity or bias will be sufficiently offset by disclosing the Conflicts of Interest to the entire Board or pertinent governing body (e.g., Finance Committee). The Board will be expected to take the individual’s “other interest” into consideration when discussions, debates or decisions occur.
- Recusal. In some instances, it may be determined that the avoidance of conflicts of interest, or even the mere appearance of conflicts of interest, will dictate that the disclosing individual should avoid discussions, debates, and decision-making on subjects related to the disclosure. The volunteer leader will remain a member of the governance body affected but will withdraw from portions of meetings or activities appropriately.
- Resignation. There could be situations, expected to be rare, in which the volunteer leader’s Conflict of Interest is so extensive or pervasive that the leader’s involvement in discussions, debates or decision-making in the pertinent governing body on any subject will be adversely affected in the view of EnglishUSA’s Board. In that case the leader will be asked to resign. If resignation is not forthcoming; the Board will decide on alternatives consistent with EnglishUSA’s bylaws and governing state law.
See Conflict of Interest form in Appendix B.
K. Annual Board Meetings & Voting
Unless otherwise ordered by the Association, meetings of the Board of Directors shall be held at its discretion. Special meetings of the Board can be called by the President. In addition, upon the written notification to all members of the Board of Directors, three or more members of the Board may call a special meeting. Notice of such meeting shall be provided at least three (3) business days in advance. (Bylaws Section 4.01 /e)
The Board of Directors typically meets 5 times per year. Currently, the schedule for 2026-27:
- Virtual: July board orientation
- In-person: in conjunction with fall Annual Conference
- Virtual: January/February: prior to the winter virtual Professional Development Conference
- Virtual: May
- Virtual: June (staff performance appraisal and budget approval)
To hold effective and efficient meetings, Board members responsible for providing reports are requested to upload them in advance of the meeting to an agreed upon online drive/storage.
The Board will follow an agenda which:
- sets, reviews, and reconfirms as appropriate strategic goals and objectives.
- completes an evaluation of progress on plans and strategic outcomes,
- determines whether to (re)allocate association resources to meet strategic outcomes, and
- continually improves its performance through attention to board education and to enriched dialogue and deliberation.
The in-person board meeting will focus on developing the board’s ability to act as a cohesive decision-making body, discussion and setting of strategic policies, and the exercise of fiduciary responsibility. Meetings will be structured to prioritize policy discussions over informational reporting.
Information will flow between the Executive Director and the Board throughout the year. The Governance Committee and Executive Director will meet regularly to highlight priorities for board meetings and committees. The Board shall take decisions through votes on action items on the agenda of in-person and online meetings. No vote shall be taken without the sharing of background information by staff and/or the Board member proposing the resolution and the opportunity for discussion. All meetings shall be documented with minutes that shall be approved at a subsequent meeting of the Board.
Voting: A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business. Unless otherwise specified in these Bylaws, all decisions will be made by a majority vote of those Directors present at a meeting at which a quorum (7 or more) is present. Voting by proxy is not allowed. (Bylaws Section 4.01 /(f))
L. Strategic Planning
The strategic plan should contain general objectives and goals that identify what action steps and tasks EnglishUSA intends to do in a defined three -year period. The plan should also identify a person or committee to lead each initiative/task.
The action steps and tasks should be specific statements about what is to be done, by whom, and the timeline for the task. They should be challenging, yet attainable, while providing a basis for positive control of performance. They should become benchmarks for measuring progress, determining follow-up actions and, if needed, revising priorities.
It is essential that the strategic and performance objectives along with the key initiatives of the plan be reviewed at the weekly Governance meetings, monthly Chairs and Governance meetings, and, each Board of Directors meeting to measure progress and to ensure that changing conditions and evolving opportunities are identified and considered. The Governance Committee is responsible for updating the Action Steps Working Document.
M. Other Useful Resources for Board of Directors
The Basecamp platform s the resource management system used for the Board members. There is an EnglishUSA “Headquarters” that serves as the board folder along with multiple project folders for the different committees. There are multiple readings on basic board governance that are useful for new board members that can be found in the Board Basecamp.
- What are the Attributes of a High Performing Board? (2-page excerpt from The Nonprofit Board Answer Book)
- What is the Board’s Role in Relation to the Staff (2-page excerpt from The Nonprofit Board Answer Book)?
- Getting on Board with Effective Orientation (93-page readable “Tools”)
- Harnessing the Power of Your Board (21-page lists/charts of board and staff roles and responsibilities)
- Board Meeting Preparation (4-page document from Boardsource)
- Key Financial Statements (Primer for Nonprofit Board Members, 7-page document from Boardsource)
- What Makes a Good Board Member? (3-page document from Boardsource)
Best Practices with Basecamp
- Try to remember to use Google Docs uploaded to Basecamp when you are asking for feedback from committees/Board
- Be sure to direct Basecamp messages to your inbox out of Junk so that you can receive notifications when needed
A. Governance Structure
The Board of Directors may designate and appoint such Committees, Councils, and Task Forces as may be necessary to further the goals of the Association. No such Committees, Councils, or Task Forces shall have or exercise any of the authority of the Board of Directors. The Board of Directors shall establish policies and parameters governing these groups to be set forth in the Board Policy Manual (Bylaws, Article V).
The EnglishUSA committees are:
- Governance Committee (GC)
- Finance Committee (FC)
- Membership Development & Engagement Committee (MDEC)
- Professional Development Activities Committee (PDAC)
- Advocacy & External Relations Committee (AERC)
Committees make up the heart of the governance structure of the organization. The general duties include:
- Making decisions by determining the work plan needed to accomplish a committee’s goals and implement the association’s strategic plan
- Making recommendations by providing professional content expertise when the opportunity arises regarding projects, policy adherence, or changes in policies that will help EnglishUSA accomplish its strategic plan
- Providing input on items relevant to committees that should be considered for the annual budget
B. General Committee Composition Guidelines
Each board member will serve on, at minimum, one committee each year. Officers can serve on 2 or 3 committees. Incoming and continuing Board members will be given the opportunity at the time of submitting their nomination materials for Board service to list preferences for committee work. Workload of each committee is determined by the Committee Chair, based on the current strategic plan and the upcoming annual goals for the Executive Director. Committees are designed to do the work directed by the Board and not the other way around. If committees are not provided a scope of work by the Board, then there may be conflicting goals that are not in line with EnglishUSA’s strategic plan.
Board member committee assignments are appointed by the Governance Committee with consideration of the Director’s preference, experience, member program representation, and annual goals of Association. Once elected to the Board, members’ roles will evolve during the 3-year terms.
- At-Large Directors: Board members will be appointed to one committee but can participate (as can Officers) in other committees (ad hoc) to address overlap in the strategic plan and gain exposure to more specific dimensions of the association.
- At-Large Directors, Year 3: Board members Chair or Co-Chair one of the committees on which they served. (MDEC, PDAC, and AERC)
- Ideally, Board members should have served on the committee in the past to be assigned as Chair.
C. Committee Chair Position Description
The committee chair will perform the following responsibilities, with the assistance of the Executive Director as so noted by an asterisk (*). The focus of the committee chair revolves around the following four major areas with multiple responsibilities in each:
Committee Chairs
- Suggest non-board committee members for vetting by the Executive Director and approval by committee
- Ensure any changes in membership of the committee are appropriately communicated
- Prepare a workplan for the coming year
- Operate within the approved annual operating budget, if applicable
- Serve a 1-year term, with the possibility to be reappointed for a subsequent year if still on board
- Attend all meetings
- Conduct committee-specific orientation meetings for new committee members
Facilitate Committee Work
- Plan committee meetings and agenda
- Lead committee meetings
- Assign tasks to committee members
- Maintain records and relevant information
- Move members toward participation and decision making
- Monitor the committee’s progress
- Resolve conflicts among committee members
- Complete an annual progress report
Communicate with the Full Board
- Accept and support the committee’s charge
- Serve as the liaison between the committee and the Executive Director, President, and the full board
- Ensure that appropriate reports (Appendix E) are submitted to the board, and keep the Executive
Director and President, informed about the committee’s progress
- Evaluate committee efforts and communicate accomplishments to the committee and to association leadership
- Provide written report to the board at each board meeting on progress of projects or tasks
Committee Descriptions in Appendix C
D. Mentoring Process and Calendar
Each year, based on the staggered calendar, four new board members will be elected in Officer and at-large positions. To assist with onboarding the new members, the President will assign mentors to the new board members with the following tasks scheduled and expected. The Mentor will immediately contact the assigned Director after the voting has taken place to introduce himself/herself and state the purpose of call. The following exchange should take place as part of this call.
When |
What |
Who |
|
January |
Nominees who were approved by the Board for the slate are contacted; preliminary questions answered, timeline provided |
Executive Director |
|
March |
After the election, nominees are contacted and congratulated; information about meetings, travel, etc. provided |
Executive Director, President, President-Elect |
|
April – May |
Resources for board member service provided; conflict of interest form distributed; handbook provided (if ready) |
Executive Director |
|
May |
The Executive Director or President contacts the mentors to inform them that the new board members are anticipating hearing from them; remind mentors of the mentoring calendar.
New Board Members: Review the manual and have 3-5 questions for your mentor |
President and/or Executive Director |
|
June (NAFSA Annual Conference) |
Continuing and new board member meet up during NAFSA Annual Conference in person if possible |
All continuing and new board members |
|
Starting July 1 |
Mentors reach out by telephone to their mentees 1-2 times in first four months and cover the following:
|
New Mentors / Mentees
Executive Director and/or Treasurer with Secretary |
|
July |
Virtual Board member orientation – as part of first virtual meeting of new board |
Executive Director & President |
|
Board Meetings |
Mentors contact mentees before and after meetings to see if they have any questions |
Mentors and Mentees |
|
Throughout Board year |
Committees and Executive Director meet on a regular basis |
All Committees and Executive Director |
The Board of Directors may designate and appoint such Committees, Councils, and Task Forces as may be necessary to further the goals of the Association. No such Committees, Councils, or Task Forces shall have or exercise any of the authority of the Board of Directors. The Board of Directors shall establish policies and parameters governing these groups to be set forth in the BPPM.
A. Nominating Committee
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- Within two months of the new fiscal year, a Nominating Committee consisting of five members shall be selected by the President and approved by the Board of Directors. The Executive Director will serve on the Nominating Committee as an ex officio (non-voting) member.
- This Nominating Committee shall coordinate the nominations process and vet the nominees for the offices and at- large Directors of the Association based on policies created by the Board of Directors.
- The Nominating Committee shall submit a slate of candidates for the Board positions to the Board of Directors six months prior to the start of the subsequent fiscal year. Based on these recommendations, the Board will approve the slate of candidates.
- At least 120 days prior to the start of the subsequent fiscal year, the Executive Director shall prepare, distribute to each Member Program in good standing a written ballot presenting the approved slate of candidates in accordance with applicable laws and request the return of a secret ballot.
- Members of the Nominating Committee serve for one year and may not be appointed for more than two consecutive one-year terms; however, after an absence of at least one term, they may again be appointed.
Description taken from bylaws; see Appendix J for additional Nominating Committee Guidelines
B. Advisory Council
An Advisory Council can be formed by the Governance Committee. It shall be composed of the Immediate Past President and up to six individuals approved by the Board of Directors in consultation with the Executive Director to serve for a period of up to three years. Invited individuals shall not be directors of member programs or their designated representatives. Membership on the Advisory Council shall be open to persons who can contribute to the goals and objectives of the Association (By-Laws, Section 5.02).
C. Task Forces & Ad Hoc Committees
Other Ad hoc committees and Task Forces (and its members) shall be identified by the Board and Executive Director as deemed necessary to carry on the work of the Association (By-Laws, Section 5.03).
A. Office Location & Structure
The Executive Director’s office is currently located in Atlanta, GA in the home of Cheryl Delk-Le Good. EnglishUSA contracts with Nardone Consulting Group (NCG) for its membership services, database management, event coordination, and bookkeeping. In addition, per best practice, an independent accountant is used to prepare the Form 990 each year.
B. Delegation to the Executive Director
All Board authority delegated to staff is delegated through the Executive Director (ED), so that all authority and accountability of staff (currently contracted employees through Nardone Consulting Group) --as far as the Board is concerned--is considered to be the authority and accountability of the ED. Only decisions of the Board acting as a body are binding upon the ED.
The Board will develop and monitor the Strategic Plan, policies, and annual budget as a way of specifying expected results and means to the ED. Decisions or instructions of individual Board members, officers, or committees are not binding on the ED except in rare instances when the Board has specifically authorized such exercise of authority.
C. Executive Director Job Description
In addition to serving as the public face of and spokesperson for EnglishUSA and advocating for its interests, the Executive Director is responsible for providing administrative support and leadership, and for developing and implementing initiatives that support the strategic goals of the organization.
Responsibilities include:
Leadership (20-30%)
- Elevate the functionality and effectiveness of the organization in such a manner as to ensure its legal integrity, financial security, and operational efficiency
- Assist and support the Association Management Company (AMC=Nardone) staff in meeting strategic initiatives
- Seek and build board involvement with strategic direction for ongoing operations and initiatives
- Participate with the Board in developing a vision and strategic plan to guide the organization
- Develop, support, and manage effective Board and governance by identifying, prioritizing, recruiting, orienting, and supporting new board members
Management & Planning (20-30%)
- Administer and manage office operations and infrastructure
- Establish administrative policies and procedures designed to ensure efficient operation of the organization
- Create and carry out plans for member recruitment, services, and retention
- Oversee the planning, implementation and evaluation of the organization's programs and services and ensure offerings contribute to the organization's mission
Fiscal Oversight (20%)
- Provide responsible and effective stewardship of the organization’s financial resources and assets togenerate and diversify revenue streams based on strategic plan objectives
- Maintain financial accountability and ensure that activities, programs, and services are aligned with resources and the organization’s operating goals and objectives.
Communication & Outreach (30%)
- Enhance the public profile and influence of EnglishUSA and generate positive public relations
- Speak publicly and effectively serve as the spokesperson for the organization
- Advance EnglishUSA’s advocacy agenda to achieve organizational goals
- Maintain effective relationships, collaborative arrangements, and communications with the Executive Board, other volunteer leaders, members, government affairs groups, and related associations and audiences
- Increase membership, retention and member services and resources based on strategic plan objectives
Key Competencies:
- Communication: Exceptional verbal and written communication skills, including public speaking
- Customer Service: Ability to represent the organization effectively and positively to external audiences and related organizations and to work with diverse groups and individuals
- Integrity/Honesty: Unquestioned honesty, integrity, and ethics
- Vision: Visionary and collaborative leadership skills to identify short- and long-term opportunities for growth and impact
- Initiative: Self-starter in project development and implementation, human resources, and office management
- Adaptability: Ability to identify and adapt to rapidly changing circumstances and trends
- Interpersonal Skills: Excellent interpersonal skills (creative, innovative, and optimistic)
- Team Building: Adept at consensus-building and team building
- Cross-cultural competency: High level of cross-cultural competency and sensitivity
D. Executive Director Compensation & Benefits
EnglishUSA will pay its Executive Director a competitive salary for his/her services within the context of fiscal responsibility to the organization and scope of operating budget. The Board of Directors will annually review benefits and adjustments to the salary. Benefits will be outlined in the Executive Director’s employment agreement, which is reviewed every three (n=3) years. See Section F for the Executive Director Compensation Policy.
E. Performance Appraisal Process – Executive Director,
Approved: 2018 / Updated: April 2018 and April 2019
Performance Appraisal Process – Executive Director
Executive Director’s performance is reviewed each year, with a process beginning in mid-Spring. One of the Board of Director’s
responsibilities is to participate in this process, providing feedback on the Executive Director’s activities based on a form provided by the President and a self-appraisal provided by the Executive Director in advance.
See Appendix X for an example of the Performance Appraisal Calendar.
About EnglishUSA SSSSSS
EnglishUSA is a not-for-profit organization exempt from Federal Income Tax under Internal Revenue Code, Section 501(c)(6) and is identified as an educational organization.
A. Fiscal Budget
The EnglishUSA fiscal year is from July 1 – June 30. The budget is prepared by the Finance Committee in Spring and approved by the Board prior to being presented at the business meeting at the end of May/early June. Budget documents are available in Basecamp.
Policy on Budget Submittal: The proposed fiscal budget shall be prepared by the Executive Director and submitted by the Treasurer to the Finance Committee. The Finance Committee shall review the fiscal budget proposal at a virtual meeting prior to the Spring meeting of the Board of Directors. The Finance Committee shall present its recommendation on total income and expense for the fiscal budget to the Board of Directors at the Spring meeting for approval.
B. Monthly Financial Review Process
NCG prepares the following by the 20th of the subsequent month and forwards to the Executive Director and Treasurer the following:
- Statement of Financial Position
- Statement of Financial Activity (P & L Statement)
- Budget vs. Actuals
C. Basis of Accounting
EnglishUSA employs the accrual basis of accounting. Under the accrual basis, revenues are recognized in the accounting period in which they become both measurable and available to finance expenses of the fiscal period, i.e., collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Expenses are recognized in the accounting period in which the liability is incurred. The Association utilizes the same basis of accounting in preparing its program budgets as is used in the accounting system. Budgets are reviewed by the Board at meetings. Equipment with a cost of $500 or more is capitalized and is recorded in the accounting system as fixed assets at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the property, generally three years.
D. Form 990
The Finance Committee, followed by the Board of Directors, will review (and sign off that they have reviewed) the Tax Form 990 prepared by an external accountant, prior to submission to the IRS.
E. Internal Controls Processes
Adopted May 2018 / Amended June 8, 2018
Incoming Payments:
- NCG receives, opens, and distributes mail
- Accounting deposits the checks or records the credit card transaction in QBO
- Association Assistant records the payment in database
Outgoing Payments:
(Invoice payments, ED reimbursements, volunteer reimbursements, etc.)
- Requests for payment of any kind are received by Association Manager (AM) to review for: accuracy, adherence to policy, alignment with budget. AM will either approve or forward:
- Items that require explanation to ED for discussion and approval (e.g., unusual expenses, unexpected charges, items that exceed projected budget line items, etc.) to have written evidence on file
- Board member reimbursement questions/concerns (any expenses that do not correspond with the Travel Guidelines) to the Treasurer (copy ED)
- Refer to Disbursements Policy for additional information on ED discretionary spending / contracts
- AM submits approved payments to accounting, delineating which budget area it will hit
- ED will make a note of any items that required explanation for the Finance Committee
- Board members who submitted reimbursement requests will be emailed notification of receipt
- Payments which are not approved for any reason will be returned to the requestor with rationale
- Accounting will cut the check
- Natalie Nardone reviews the check and all backup (copy of the invoice, etc.) and signs the check
- Accounting mails the check
Monthly Reporting:
- Reports: Balance Sheet Comparative, Reconciliations, P&L Budget v. Actual, P&L Comparative, and P&L Detail
- Sent to AM
- Upon internal review, sent to ED who forwards to Treasurer and Finance Committee for their review, along with any additional explanations that may have arisen
Other Notes:
- ED and Treasurer have read only access to QuickBooks Online
- After each board member reimbursement for travel, the AM will email each board member (copy Treasurer) with his/her remaining ‘balance’
- The Finance Committee meets three times/year to review the status of the budget to assist the Treasurer in preparing reports to the Board
F. Travel Reimbursement Policy & Guidelines for Board
Adopted: January 19, 2016 / Amended: May 29, 2017 (allotted amount)
Amended: October 3, 2017 (alloted amount) / Amended June 2026 (allotted amount)
Reimbursements are intended to cover the expenses related to the Board meetings. EnglishUSA acknowledges that some institutions/programs may or may not fund all or part of the EnglishUSA events surrounding board meetings. Circumstances for funding vary greatly among programs; general practice is that attending the EnglishUSA events is not compulsory, although Board members receive complimentary registration for the Annual Conference and Professional Development Conferences. Board members, may, however, budget their funding over the year as they best see fit to fulfill their duties as a board member and to attend the events. Board travel expenditures are not reimbursable when that individual board member has exceeded his/her allotted funds.
- Travel and meals, along with all EnglishUSA expenses, are funded by our member dues. We are honored to utilize these funds in the furtherance of the EnglishUSA mission.
- Expenses should be limited to those essential to EnglishUSA business.
- Board members have agreed to serve with the understanding that they will receive some financial support from EnglishUSA (Candidate Agreement Form), but that the allotted funds are not expected to cover all expenses. Currently, each board member has access to $900 with 1 in-person meeting for reimbursableexpenses for transportation, lodging and meals the day before, the day(s) of, and the day after board meetings/EnglishUSA activities, with the in-person board meeting of the year the day before the Annual Conference. If not all $900 is used, it will be returned to the EnglishUSA budget.
Travel
- Every effort should be made to book air travel at the most economical rates.
- Travelers using rental cars should use compact or subcompact sized cars unless several persons will be sharing the car.
- Every effort should be made to use low-cost ground transportation when possible. Use of public transportation is encouraged but not required.
- Personal car usage is reimbursable at the current IRS rate. When one chooses to drive to a meeting, reimbursement will be made at the lower of the mileage reimbursement rate or lowest available airfare + airport/hotel/venue parking + mileage to airport + baggage fees + ground transportation from airport to destination. NOTE: A general rule of thumb on comparing driving vs. flying reimbursements = 800 miles round trip.
- Travelers will be reimbursed for the equivalent of one round trip ticket/trip from the board member’s home city to the venue city of the board meeting. Travelers who do any intermediary personal/professional travel (i.e., take an additional flight to a different city) must submit airfare information that compares the direct route costs and be responsible for any differences in fares.
- Fines for parking or traffic violations are not reimbursable expenses.
Lodging and Meals
- Conference/moderately priced hotels should be used. When traveling with a partner, spouse or other(s), travelers are expected to pay additional costs, if any, for double or additional rooms.
- Travelers should consider sharing rooms during meetings, but this is not required.
- Meals when traveling are reimbursable with original receipts. Alcoholic beverages are not reimbursable.
- Reasonable tips ($10/day or less) for such things as housekeeping and baggage handling are reimbursable (receipt is not necessary).
Reimbursement Procedures (Board)
Expenses must be submitted for reimbursement within 30 days of the meeting/event using the EnglishUSA Travel and Expense Report. All scanned receipts for lodging, travel and meals should be provided in one document, if possible. The cost of each meal should be itemized separately on the form provided. The original receipts must be scanned and submitted. NOTE: Board members can request reimbursement for airfare in advance of travel, but if the board member does not use the ticket, he/she will reimburse EnglishUSA the full fare of the ticket.
The following steps should be followed when submitting for travel reimbursements:
- The Board member sends report and receipts as attachments to the NCG Account Manager (srssocmanager@englishusa.org
- The NCG Account Manager will refer to the Travel Guidelines and to individual board member board meeting fund balances to process the reimbursement. Any questions or conflicts with guidelines will be directed to the Treasurer (with Executive Director copied).
- NCG processes check payments on Thursdays for Friday mailing and emails the board member to inform him/her that payment is being processed. This reimbursement process usually takes about two weeks; however, Board members should allow 30 days for processing during peak post-conference periods.
- NCG keeps track of each Board member’s remaining balances.
Additional Guidelines
- Only expenses related to volunteer service are reimbursable from the EnglishUSA budget. If a board or committee member incurs expenses for non-EnglishUSA activities (such as extra hotel nights related to non-board related business prior to or following a board meeting/EnglishUSA conference), these expenses will not be reimbursed. If these costs are directly billed to EnglishUSA the individual will be required to reimburse EnglishUSA for such expenses within 30 days.
- If a Board member loses a receipt and a credit card was used, he/she will forward the credit card statement (with transaction indicated) along with the travel expense report and other receipts to receive the reimbursement.
- Flight itineraries are not considered receipts. An airfare receipt must have a traveler’s name, date, amount, and credit card account number.
- Light breakfast food/beverage, at least one lunch and one dinner at Board meetings are usually provided and paid for by the organization account. Board members who do not partake in these provided meals may submit receipts for reimbursement from their allotted funding.
- Board members who dine together should request separate checks to submit for reimbursement.
- Board members who share rooms should obtain separate receipts with names/dates.
G. Insurance: General Liability & Directors and Officers Insurance
Board service includes fulfilling legal duties that require you to use care and good judgment when governing. Please refer to the section on Fiduciary Responsibility for further details. As the guardian of EnglishUSA and its assets, the Board must be diligent in its decision making, properly identifying, and addressing conflicts of interest and supporting the mission as well as applicable laws and regulations. D & O insurance is designed to protect individual Board members from unintended consequences in case the decisions the Board makes go awry.
Directors and officers who act in good faith are also covered under the organization’s liability insurance policy. However, that policy does not cover conduct that is fraudulent or dishonest. The D & O insurance policy (along with the General Liability insurance policy) can be reviewed upon request.
H. EnglishUSA Conference Fees
Establishment of the registration fee(s) for the Annual & Professional Development Conferences will be the responsibility of the Executive Director, with input from Nardone, the Finance and Committees.
There will be an "early registration" fee for the conference. Payment of this fee regardless of the method of registration will be only accepted up to and including a date established by the EnglishUSA Staff. Registrations after this date will be higher than the "Early Registration" fee.
A higher fee structure will be established for non-members. All fees will be established well in advance of the conference and will be clearly published in conference registration material.
I. Compensation Policy for Executive Director
Proposed: December 2017 / Approved: January 17, 2018
EnglishUSA is committed to provide a fair and equitable compensation package for the Executive Director. The Executive Director plays a vital role to the success of the organization, and the EnglishUSA Executive Board recognizes that salary adjustments should be considered on annual basis.
There are two types of compensation changes that will be considered. As a small non-profit organization, the financial health of the organization must be considered when making any recommendations for changes to Executive Director compensation.
Merit Increase: The Executive Director will be evaluated on their job performance annually under the direction of the current President. Prior to the June Board meeting, the President may present to the Board a recommended merit increase in consultation with the Treasurer and Governance Committee. Note that a merit increase to the Executive Director salary is a permanent (recurring) expense to the EnglishUSA budget.
Bonus: The Executive Board reserves the right to award a discretionary bonus to the Executive Director. Considerations for bonuses will be made by the Treasurer and Governance Committee. Note that a bonus is a one-time lump sum payment to the Executive Director and is a non-recurring expense to the EnglishUSA budget.
Recommendations and Approvals
Based on the above definitions, the Board may approve one of four alternatives: 1) only a merit increase, 2) only a bonus, 3) both a merit increase and a bonus, or 4) no increase or bonus.
Final decisions for compensation changes will be presented in the Annual Budget voted by the Executive Board during the June Board meeting. All changes will be subject to approval and based on assuring the fiduciary health of EnglishUSA.
J. Disbursements Policy
Proposed: April 19, 2017 / Adopted: May 29, 2017
Each year at the June Board meeting, the budget for the upcoming year is reviewed and approved by the Board. The budget is regularly reviewed by the Executive Director. Each month, the financial reports (profit & loss actual vs. budget, balance sheet, accounts receivable, and other reports agreed upon by the Executive Director and Treasurer) are prepared by the outside bookkeeper. The Executive Director forwards these reports to the Finance Committee upon receipt (on or around the 20th of each subsequent month).
The Executive Director has discretionary spending power up to $10,000 per vendor. Any expense beyond this, regardless of whether it was pre-approved by the board in the original budget, will need to be approved by the Finance Committee in advance.
Recurring or multi-year contracts over $5,000 (but within budget approval) do not require Finance Committee approval but do require signature by the President.
Process
- The Executive Director submits a description of the requested or upcoming expenditure (over $10,000) with a rationale, including, if applicable, the budget line item originally approved. Any supporting documentation will also be submitted (including additional comparison of bids, if applicable). Within a 48-hour period, each member of the finance committee will Reply All by email with his/her (dis)approval and/or ask relevant questions to the committee members. If necessary, a conference call will be scheduled within 1 week of the request/comments.
- Once the Finance Committee approves the expenditure (three members), the Executive Director will move forward with the purchase. If a contract is involved, the signature of the President is also required.
K. Reserves Policy
Adopted: May 28, 2018 / Amended: May 2019
The purpose of the Reserve Funds for EnglishUSA is to help ensure the long-term ability of the organization to meet its mission. EnglishUSA will maintain reserves to achieve the following objectives:
- To enable EnglishUSA to sustain operations by covering losses
- To pay for one-time, nonrecurring expenses that will build capacity
- To create a long-term investment fund that allows EnglishUSA to manage cash flow and maintain financial flexibility Because EnglishUSA is a non-profit organization, investments should not be designed for speculation. It must be recognized, however, that all investments carry with them some degree of risk, not only as to the safety of the principal itself, but also with regard to the inflationary erosion which occurs from failure to achieve an adequate return on invested assets.
General Investment Principles
- Investments shall be made solely in the interest of the Funds and its beneficiaries.
- The Funds shall be invested with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the investment of a fund of like character and with like aims.
- Investment of the Funds shall be so diversified as to mitigate the risk of large losses, unless under the circumstances it is clearly prudent not to do so
- The Board may employ one or more investment managers of varying styles and philosophies to attain the Fund's objectives
- The Funds may be used for various purposes such as maintaining the overall stability of EnglishUSA and maximizing its ability to build capacity over the long term.
Performance Expectations
The desired objective is to maintain purchasing power by keeping up with inflation with a long-term rate of return on assets that is at least 5% over any three-year period, The board understands that projections or other information generated by software regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results.
Asset Class Guidelines
Allowable Assets are detailed in the two reserve funds outlined below
Prohibited Assets and Restricted Transactions
- Private Placements
- Options
- Short Selling
- Margin Transactions
Investment Policy Review
The Board will review this policy in odd-numbered years at the time of the fiscal year budget approval to determine whether stated investment objectives are still relevant and the continued feasibility of achieving the same. It is not expected that the policy will change frequently. In particular, short-term changes in the financial markets should not require adjustments to the policy.
ypes of Reserves Funds
EnglishUSA will investment in two types of reserves funds:
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- Operational Reserve Fund
- Long-term & Innovation Reserve Fund
Operational Reserve Fund
Ensures the stability of the mission, programs, employment, and ongoing operations of the organization. The Operating Reserve is intended to provide an internal source of funds to cover losses due situations such as a decrease in membership dues, decline in conference registration or sudden and unanticipated increase in particular expenses such as legal counsel, additional trip to Washington, DC, equipment malfunction, and other situations that may arise. The Operating Reserve Fund is not intended to replace a permanent revenue loss or ongoing budget gaps. The purpose of the Operating Reserve Fund is to be used and replenished within the following fiscal year.
- Type of fund: This fund will be available in cash or cash equivalent funds and will be managed by Raymond James as part of the existing English USA portfolio. Allowable Investments:
- Cash Equivalents
- Savings or Checking Accounts
- Treasury Bills
- Money Market Funds
- FDIC Insured Certificates of Deposit
- Target Minimum Amount Goal: EnglishUSA will maintain an operating reserves fund of a minimum of six (6) months operating expenses.
- Funding of Reserves: Operational reserves will be funded by revenue surplus or gains in investment funds. Replenishing the operational fund will be determined by the Executive Director and Finance Committee and with approval by the Board. Funding of reserves must ensure target minimum goal as defined above and replenishing of funds must occur within the following budget year.
Use of Operating Reserves:
- Identification of appropriate use of funds: The Executive Director and Finance Committee will identify the need for access to reserve funds and confirm that the use is consistent with the purpose of the reserves as described in this Policy. This step requires analysis of the reason for the shortfall, the availability of any other sources of funds before using reserves, and evaluation of the time period that the funds will be required and replenished.
- Authority to use operating reserves: To access the funds in the operating reserves, the Executive Director, Officers, and Board Members will follow the EnglishUSA Disbursement Policy found at the end of this document as Addendum A.
- Reporting and monitoring of operating reserves: The Executive Director is responsible for ensuring that the Operating Reserve Fund is maintained and used only as described in this Policy. Upon approval for the use of Operating Reserve funds, the Executive Director will maintain records of the use of funds and plan for replenishment. They will provide regular reports to the Finance Committee/ Board of Directors of progress to restore the Fund to the target minimum amount. When the operating reserves is accessed, the subsequent year’s budget must be adjusted to account for any continued anticipated losses (if applicable) as well as the replenishing of the operational reserves fund.
Long-term and Innovation Reserve Fund
The Long-term and Innovation Reserve Fund allows EnglishUSA to build long-term capital gains while also providing access to funds for non-recurring expenses to allow for increased organizational capacity over the long-term. Examples of such innovative expenses are a one-time new training for Executive Director on a new technology being implemented; research and development; investment in infrastructure, such as a new database or platform to engage membership (e.g., advocacy tool), and other situations as they arise.
Type of Fund: The Long-term and Innovation Reserve Fund will be included in EnglishUSA’s Raymond James portfolio and will be diversified across various levels of risk. Funds can be accessed at any time for the purpose outlined in this policy. Allowable Investments are:
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- Cash Equivalents
- Treasury Bills
- Money Market Funds
- FDIC Insured Certificates of Deposit
- Fixed Income Securities
- U.S. Government and Agency Securities
- Corporate Notes and Bonds
- Mortgage-Backed Bonds
- Collateralized Mortgage Obligations
- Mutual Funds & ETFs
- Equity Securities
- Common Stocks
- Mutual Funds & ETFs
- Cash Equivalents
Target Maximum Allowed for Innovation: Up to 25% of the total amount in the long-term investment fund may be allocated to be used for the purpose of innovation and growth as described in this policy.
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- Funding of Reserves: Long-term and innovation reserves will be funded by revenue surplus or gains in investment funds. Replenishing the Long-term and Innovation Fund will be determined by the Executive Director and Finance Committee and with approval by the Board. Funding of reserves must ensure target minimum goal as defined above.
Identification of appropriate use of funds
The Executive Director and Board of Directors will identify the need for access to the long-term and innovation reserve funds and confirm that the use is consistent with the purpose of the reserves as described in this Policy. This step requires analysis of the benefits of the innovation investment on the mission and long-term goals of EnglishUSA, the availability of any other sources of funds before accessing these funds, and evaluation of the time period that the funds will be required and replenished.
Authority to use innovation reserves
To access the funds in the long-term investment reserves, the Executive Director, Officers, and Board Members will follow the EnglishUSA Disbursement Policy found at the end of this document as Addendum
Reporting and monitoring of innovation reserves
The Executive Director is responsible for ensuring that the Long-term and Innovation Reserve Fund is maintained and used only as described in this Policy. Upon approval for the use of innovation Reserve funds, the Executive Director will maintain records of the use of funds and plan for replenishment. He/she will provide regular reports to the Finance Committee/ Board of Directors of progress to restore the Fund to the target minimum amount. Raymond James will oversee the portfolio for the long-term and innovation reserve fund and will submit periodic statements to the Executive Director and Treasurer.
A. Membership and Affiliation
EnglishUSA shall have the following classes of members and affiliations (Section 3.01 bylaws):
- Member Programs (voting members). Member Programs shall be English programs accredited by the Commission on English Language Accreditation (CEA), the Accrediting Council for Continuing Education & Training (ACCET) or governed by a regionally accredited university or college. Member programs shall be voting members entitled to vote.
- Associate Members (non-voting members). Associate members shall be those organizations or companies which are not eligible for program membership but are interested in supporting the English language program industry by offering relevant products and services. Associates shall not have the right to vote or hold elected office but may be entitled to other privileges determined by the Board of Directors.
- Strategic Partners (non-voting). Strategic partners are organizations that work with EnglishUSA to ensure mutual support of each other’s missions. Strategic Partners shall not have the right to vote or hold elected office but may be entitled to other privileges determined by the Board of Directors
- Other categories of membership and affiliation may be determined by the Board of Directors in accordance with criteria, qualifications, and other conditions set by the Board of Directors. They are non-voting members. Partner Agency, Friends, and Retiree membership fall under this other category.
- Honorary Membership. Any Member may propose to the Board the appointment of an Honorary Member. Nominations for Honorary Membership must include a letter from an EnglishUSA member or a letter from a former member of the Board of Directors. Nominations for Honorary Membership will be presented to the Board of Directors for consideration prior to approval. The proposed Honorary Member shall be considered to have rendered exceptional service to EnglishUSA, demonstrating a clear commitment to the mission and values.
B. Membership Categories
Member Programs & Associates
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Single or Multi-Site |
Associate |
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Who |
English language programs (intensive, pathway, pathway-type and language support courses/programs) that are (1) governed solely by a college, university, or community college, (2) jointly owned and operated* by third-party provider, (3) corporate or independently owned single or multi-sites** *Operations, personnel, resources, etc. shared with college, university, or community college |
Organizations or companies offering relevant products and services to the English language program industry, including third-party providers who provide oversight/management/consultants or products & services to English language programs (short-term basis or joint partnership agreements) |
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Why |
To allow all instructors, administrators, and staff of the programs to have access to the benefits of EnglishUSA membership |
To support the industry, have access to EnglishUSA benefits, and have opportunities tomarket products & services to member programs |
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What |
English language program(s) must be accredited by ACCET, CEA or governed by a regionally- accredited university or college; adhere to membership policies; update profile annually, update individual regularly |
Organizations and businesses must affirm to support the objectives and standards of EnglishUSA, adhere to membership and Associate policies, and update profile annually |
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Cost |
See website/annually per program (July 1 – June 30 with prorated dues available December – April for new members) **Multi-site policy applies: all sites must have their own membership for company or institution |
See website/annually (rolling calendar start date) |
Other Industry Engagement
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Individual Affiliates |
Strategic Partners |
Strategic Affiliates |
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Who |
Individual Affiliates are professionals who wish to engage with the EnglishUSA community. This category includes consultants, freelancers, retirees*, independent contractors, and professionals in transition, as well as individual employees of organizations not eligible for Program or Associate membership. Individual Affiliates do not have voting rights nor the opportunity to serve on the board. *Retirees receive a 50% discount Note: This is not a program or organizational membership and does not apply to individuals employed by membership-eligible, accredited programs who operate English language programs. |
Organizations or associations that work strategically with EnglishUSA to ensure complementary and mutual support of each other’s missions |
Agent associations that work strategically with EnglishUSA to ensure complementary and mutual support of each other’s missions |
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Why |
To support the industry and have access to EngilshUSA benefits and offerings |
To support the industry through mutual exchange of contributions, services, etc. |
To support the industry through mutual exchange of contributions, services, etc |
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What |
Individual Affiliates must affirm support of EnglishUSA’s objectives & standards, adhere to association policies, and update profile annually to reflect current employment status |
Strategic partnership agreements are reviewed and approved by the Executive Director & Board of Directors |
Strategic affiliate agreements are reviewed and approved by the Executive Director & Board of Directors |
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Cost |
See website |
N/A |
N/A |
C. Other Membership Considerations
Program membership is open to any English language program located in the United States, which is accredited by CEA or by ACCET, or which is under the sole governance of a regionally accredited institution and has been in operation for at least one year at the time of application. An applicant shall be declared a member upon approval by the Executive Director and payment of dues as recommended by the Finance Committee and approved by the Executive Board. In the case of member programs with multiple sites, all sites must be accredited and apply for membership.
Each category of membership had additional requirements, benefits, limitations.
Single or Multi-Site Program Membership
Membership belongs to the program/institution for all personnel who work in English language instruction or administration on-site.
- Current designated program/center director will serve as primary contact / voting member (1 vote per site) and be responsible for updating the program’s data at least once annually (at time of renewal)
- Unlimited number of individual subaccounts are available under the program membership
- All individual subaccounts are encouraged to use email address associated with university/college/community college/company/organization
- If the membership sits with the English language program, it is the primary contact’s responsibility to provide the pathway, short-term, graduate/undergraduate ESL support program personnel on site (if applicable) subaccounts. This includes institutional joint partnership personnel but NOT third-party provider corporate personnel, who must apply for separate Associate membership)
- Multiple listings in the EnglishUSA Directory for intensive English and pathway programs, if applicable and only if designated in profile (e.g., “Bridgeview College IEP” “Bridgeview College Academic Access Pathway”)
- Employees of the corporate multi-site company must be attached to one of its multi-site members
Associate
The Associate membership covers up to 4 individual subaccounts for personnel who work for the company or organization.
- Primary contact needs to be designated; he/she coordinates the 3 other individual subaccounts and is responsible for updating the company’s data at least once annually (at time of renewal)
- No voting rights/board service; however, ad hoc, task force, and committee service opportunities are possible
Individual Affiliates
Individual Affiliates are professionals who wish to engage with the EnglishUSA community. This category includes consultants, freelancers, retirees*, independent contractors, and professionals in transition, as well as individual employees of organizations not eligible for Program or Associate membership. Individual Affiliates do not have voting rights nor the opportunity to serve on the board. *Retirees receive a 50% discount on this rate.
- This is not a program or organizational membership and does not apply to individuals employed by membership-eligible, accredited programs who operate English language programs.
- No voting rights/board service; however, ad hoc, task force, and committee service opportunities are possible
- Must fill out attestation each year to maintain Friends of EnglishUSA status
Partner Agencies
Partner agencies pay a membership fee for greater exposure to members and to work strategically with EnglishUSA. EnglishUSA does not endorse particular agents but we do ensure they have appropriate credentials as outlined in the application process.
- No voting rights/board service but may be entitled to committee service, presence at conferences, etc. to be determined by the Board of Directors
Strategic Partner
Strategic Partners are peer organizations or associations that work strategically with EnglishUSA to ensure complementary and mutual support of each other’s missions
- No voting rights/board service but may be entitled to committee service, presence at conferences, etc. to be determined by the Board of Directors
Strategic Affiliates
Strategic Affiliates are agent associations that work strategically with EnglishUSA to ensure complementary and mutual support of each other’s missions
- No voting rights/board service but may be entitled to committee service, presence at conferences, etc. to be determined by the Board of Directors
D. Application for Membership
All applicants for membership must complete and submit the designated application form provided by EnglishUSA along with any required fees. Member Program applicants shall indicate on the form the individual who is the official voting representative (member program director, administrator, or owner). (Bylaws, Section 3.02)
Program applicants of EnglishUSA agree, as a condition of initial and continuing membership, that all information provided is stated honestly and candidly with no attempt to mislead or misrepresent. Program applicants recognize EnglishUSA must rely largely (if not completely) on self-reported information provided by the applicants and may not attempt to verify that information. Applicants further recognize and agree that failure to provide information honestly and candidly is grounds for the denial of application for initial and continuing membership and for termination of existing membership. In addition, applicants and members agree that if a change occurs in a status of the program after submission of the applicant for membership or renewal of membership or during the period of a member’s term of membership which materially affects the accuracy of the information previously provided to EnglishUSA, applicants and members agree to notify EnglishUSA. in a timely manner of such change.
E. Term of Membership
The term of membership in EnglishUSA shall be one (1) year. For Member Programs, the initial term of membership shall begin from the date at which the membership is approved until the beginning of the next fiscal year. Associates are on a rolling membership term, beginning the day payment of dues is received and lasting one full year. (Bylaws, Section 3.03)
F. Renewals
Prior to the beginning of each membership year, each Member Program shall update program profile information required by EnglishUSA, including updating proof of accreditation (copy of certificate for CEA or ACCET accreditation or the most recent letter of accreditation from a regional accrediting body for programs governed by universities or colleges and not accredited by CEA or ACCET). Failure to complete this process by the designated deadline/grace period shall be deemed a voluntary termination from membership in EnglishUSA. Such termination shall not preclude the program’s reapplying in the future; however, such member will in such an instance be required to pay full annual (not prorated) dues. (Bylaws, Section 3.04)
G. Dues
Membership dues shall be payable annually at the beginning of each fiscal year. Membership dues that are not paid within 30 days will result in a suspension of benefits; fees not paid within 60 days thereafter shall result in the institution/program being removed from the membership. Membership dues are non-refundable. (Bylaws, Section 3.05)
H. Associate Members
Associate Members (non-voting members). Associate members shall be those organizations or companies which are not eligible for program membership but are interested in supporting the English language program industry by offering relevant products and services. Associates shall not have the right to vote or hold elected office but may be entitled to other privileges determined by the Board of Directors
I. Programs & Services
- Professional Development Conference: Annual 1-day virtual event in early part of each year that includes educational and professional development sessions and presentations, best practices, networking opportunities and exhibits.
- Annual Conference: Annual 2-day event normally in the fall that provides the community with information, access, and networking opportunities with its key stakeholders.
- Advocacy: Membership support by advocating for policies and practices that advance interests; informing and broadening the perspective of regulatory agencies; and providing information, training, and strategic guidance to English language program leaders.
- Website, online forums, and communications: Resource for collection of data; vehicles for sharing and exploring the issues, policies and practices common to the field; and news updates affecting the field.
- Standards: Communication and maintenance for the profession in the areas of administration, faculty qualifications, program curriculum, student admissions and services, marketing and recruiting, and program assessment.
J. Good Standing
Members who are not delinquent in their dues shall be considered in "good standing".
K. Termination & Reinstatement of Membership
- Resignation: A Member Program may, at any time, resign from EnglishUSA by submitting the request in writing.
- Membership may be terminated by action of the Board of Directors because of non-conformity with the Bylaws, Policy Manual, or conduct unbecoming a member
- Non-payment of dues will result in termination of membership.
- A Member Program may request reinstatement by contacting the Central Office and submitting updated information and payment as required.
L. Meetings of Members
- Annual Business Meeting. There shall be one annual business meeting of the members of the Association. Notice of the regular annual business meeting shall be communicated to the membership in advance. The annual business meeting shall be for the purpose of receiving reports of officers and committees and for any other business that may arise.
- Other Meetings. Other meetings of the Association can be called by the President or the Board of Directors. Except in the case of an emergency, notice of the time, location and purpose of other meetings shall be provided to the membership at least 30 days in advance, and in no event fewer than 10 days in advance.
- Quorum. Ten percent (10%) of the votes entitled to be cast on a matter, which shall be current Member Programs in good standing, shall constitute a quorum at membership meetings.
M. Member Code of Conduct
All Members of EnglishUSA, as a condition of membership, continuously adhere to the Code of Conduct, found in Appendix A
N. Voting
- Voting on all matters, including the election of Directors/Officers, may be conducted by electronic written ballot without a membership meeting or by such other manner in accordance with applicable law, EnglishUSA's Articles of Incorporation, and these Bylaws.
- Voting privileges of Member Programs in good standing shall be exercised by the current member program directors, administrators, or owners. A member program director, administrator, or owner may designate a single representative to vote in his or her stead; such designation shall be made in writing to the Executive Board of Directors by the program director, owner, or administrator 10 days prior to the opening of the annual business meeting.
- Voting by written ballot shall be valid only when the number of responses to the written ballot equals or exceeds the quorum required to be present at a meeting set forth in Section 3.07(c), which shall be 10% of the votes entitled to be cast on a matter (i.e., 10% of current Member Programs in good standing).
- All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements set forth in sub-section (c), state the percentage of approvals necessary to approve each matter, state the time by which a ballot must be received in order to be counted, and be accompanied by written information sufficient to permit the vote by ballot to reach an informed decision on the matter.
- Unless a greater number of affirmative votes is required by the Bylaws, the matters being voted on is approved if the total votes cast satisfies the requirement in sub-section (c) and sub-section (d), and the majority of votes cast favors the action.
O. Elections
The Board of Directors shall be elected annually by majority vote of the Association’s voting members in good standing by written ballot in accordance with Section 3.08 of the Bylaws, applicable law, or at the annual business meeting when a quorum of such is present. As set forth in Section 3.07(c) of the Bylaws, the quorum for meetings of members shall be ten percent (10%) of the current Member Programs in good standing.
P. Complaints / Grievances
Complaints regarding alleged violations of the Member Code of Conduct may be made only by an EnglishUSA member in good standing. Notices of alleged violations must be in writing, signed by the member making the complaint and submitted to the President or Executive Director. The President shall report the violation to the Governance Committee, which shall have sole authority to investigate the complaint and administer due process within a reasonable period. The Governance Committee will report its findings and a recommendation for action on the complaint to the Board of Directors.
Membership may be terminated by action of the Board of Directors because of non- conformity with the Bylaws, Policy Manual or for conduct unbecoming a member. The Board of Directors will accept or reject the recommendation of the Governance Committee and the President shall notify the parties involved as to the actions taken by the Board.