Constitution of The North American Chapter of The Association for Computational Linguistics

Article 1.

The name of the chapter is "North American Chapter of the Association for Computational Linguistics"; it may also be known as "North American ACL" or "NAACL", and hereinafter will be referred to as "the Chapter".

Registered Office
Article 2.

The Chapter has no registered office at this time. If an office is required, a suitable proposal to amend these Articles will be accepted by the Board.

Article 3.

1. The purpose of the chapter is to constitute the North American Chapter of the Association for Computational Linguistics as it was chartered (on August eight, one thousand nine hundred ninety-eight) by the Executive Committee of the Association for Computational Linguistics, an association and legal entity according to the laws of Virginia, United States of America. The Chapter is a constituent of the Association and is subject to its Constitution and to all its rules and regulations unless expressly exempted.

2. In addition to those of the Association as expressed in its Constitution, the purposes of the Chapter are:

1. To encourage and facilitate membership in the Association by persons and institutions in North America.

2. To provide a regional focus for members of the Association in North America and a source of information on North American activities for the Association Executive Committee.

3. If necessary, to establish banking facilities in North America that simplify financial transactions with the Association by its North American members.

4. To establish distribution facilities for the dissemination of Association and Chapter publications and information materials.

5. To promote cooperation and information exchange among related scientific and professional societies within North America.

3. The only financial distributions that may be made to the founders of the Chapter or to those who are members of its bodies are funds to be used to support the business of the Chapter, such as organizing workshops, traveling to meetings, etc.

Article 4.

1. Within the rules of the constitution of the Association, the Chapter will serve all members of the Association who reside in North America. In addition, until regional chapters are created for the Association members in the adjacent regions of Central America and South America, the Chapter will serve them as well. These persons will hereinafter be referred to as "the Chapter Members".

2. Members of the Association who presently reside elsewhere but who believe that their interests are best represented by the North American chapter may petition for membership in the North American chapter instead of the chapter most pertinent to their current geographical residence. Such petitions will be reviewed by the Chapter Board; upon a majority vote of the Board in favor of approving the petition, the petitioner will be granted membership for five years.

Article 5.

1. The administration of the Chapter shall be conducted by the Chapter Board, which shall consist of a Chair, a Secretary, a Treasurer, the most recent past Chair (provided he or she completed a term of duty), and four (4) Board members. All these persons shall be Chapter Members, as defined in Article 4. Except for the past Chair they shall be elected by the Chapter Members for a two-year term of office. The Secretary-Treasurer of the ACL shall ex-officio be a member of the Chapter Board. If vacancies occur, the Chapter Board shall appoint replacements, subject to approval by the Association Executive Committee, to serve until the next election. Except for the Treasurer, no Board member shall serve more than two (2) terms in any single office, and no longer than six (6) consecutive years on the Board. The Treasurer may serve for a maximum of ten (10) years in that position, subject to the satisfaction of the Board, the Members, and the Association Executive Committee. After the first Chair, every Chair must have served on the Board for at least one year during the past five years.

2. In the event that the Chapter be given funds by the ACL Executive to administer separately and independently from the ACL, the Chapter Treasurer is empowered to receive, deposit, and disburse such funds on behalf of the Association and the Chapter in North America and, together with the Chapter Secretary, to make arrangements for handling the affairs of the Association and the Chapter in North America.

3. The Chapter Board shall:

(a) determine the place and time of Chapter conferences and meetings;
(b) appoint members to be responsible for organizing the programs and local arrangements of such conferences and meetings;
(c) select the editors of any publications prepared for the Chapter;
(d) appoint members to various positions and form committees to assist in conducting the activities of the Chapter;
(e) fix registration fees for Chapter meetings;
(f) select a representative to attend the Association Executive Committee meetings.
All actions taken by the Chapter Board are subject to review at the annual meeting of the Association Executive Committee.

4. To oversee the elections, there shall be a Nominating Committee consisting of three persons, who shall each serve a three-year term of office, one person being replaced every year. The Nominating Committee members must be Chapter Members in good standing and shall be elected by the Members as part of the elections of new officers. Every year, the member whose term is about to expire shall chair the Nominating Committee. The outgoing Chair of the Chapter Board shall meet with the Nominating Committee in an ex officio capacity to provide advice about potential nominees.

5. Elections shall be conducted biennially as follows: the Nominating Committee shall by the first of September preceding the end of a term of office nominate at least one person for each position to be filled, including a new Nominations Committee member. The Secretary shall send to the Chapter Members notice of the nominations by September 15, at the same time requesting additional nominations. Additional nominations, supported by at least three Chapter Members, may be submitted by the fifteenth of October; evidence must be presented that the nominee will serve if elected. If there is more than one nominee for any position, the Secretary shall send ballots for that position to the Members. A majority vote of the ballots received by the fifteenth of December shall determine the results of such contests. Those elected shall take office on the first of January following.

Adminstrative Duties and Representation
Article 6.

1. The Chapter Board as defined by Article 5 paragraph 1 shall have the power to perform all such acts of administration and disposition as it will deem necessary or desirable for the realization of the Purpose, and be empowered to enter into any agreements for the acquisition, alienation whereby the Chapter grants security or becomes several co-debtor, or answers for any third party, or undertakes to grant security for a debt of another. In all cases, the Chapter shall be ruled by the ACL Executive Board in the event of differences of opinion.

2. The Chapter shall be represented by two officers of the Chapter Board acting jointly without prejudice to the power of the Board to make special provision for representation in certain cases.

Financial Management
Article 7.

1. Should the Chapter have funds administered independenly from the parent Association, its financial year shall coincide with the financial year of the Association. The Administration will be under the obligation to keep such account of the financial position of the Chapter in accordance with the requirements arising therefrom, and to keep the books, records and other data carriers belonging to the accounts in such way that the rights and obligations of the Chapter can be learned at all times.

2. Should the Chapter have funds administered independenly from the parent Association, the Chapter Treasurer will supply a current balance sheet and a statement of assets and liabilities to the Secretary-Treasurer of the Association quarterly. In addition, once a year, these financial statements will be approved and signed by all members of the Board, and will form part of a report on the activities and operations of the Chapter, which will be distributed to the Chapter Members.

3. The Board will be under the obligation to keep the books, records and other data carriers mentioned in paragraphs 1 and 2 of this Article for ten years. It will ensure that the data is available during that full period, and can be made readable within a reasonable time.

Amendment of Articles
Article 8.

Proposed amendments to the Constitution either must be approved by the Chapter Board or proposed by not less than ten chapter Members. The proposed amendments must then be circulated to all Members and ratified by a majority vote of those persons whose ballots are received within two months of circulation. Amendments go into effect upon approval of the ACL Executive. Proposed amendments may not be presented at a Board meeting unless notice to the effect that a proposed amendment will be discussed was included in the announcement convening the Board meeting.

Article 9.

1. If the Board is of the opinion that the Purpose of the Chapter cannot or can no longer be sufficiently realized, the Board may resolve to dissolve the Chapter; such a resolution concerning dissolution shall be passed in accordance with the provisions of the preceding Article.

2. The parent Association has the right to disband the Chapter.

3. In case of dissolution, the liquidation shall be effected by the Board members then in office.

4. Should the Chapter have any independently managed funds, any balance of the capital of the dissolved Chapter remaining after settlement of all debts shall be paid to the Association.

Unspecified Matters
Article 10.

All cases falling within the scope of these Articles but not provided for therein shall be handled by a resolution of the Chapter Board.

Created by:
Sandra Carberry, University of Delaware
Eduard Hovy, Information Sciences Institute, University of S. California
Marilyn Walker, AT&T Laboratories
as commissioned by the Executive Board of the ACL, 1998-99
drawing upon the Articles of the European Chapter of the ACL

Ratified by:
the Executive of the ACL
January 1999, Marina del Rey, CA
July 1999, College Park, MD