By-Laws
I. Preamble
Curriculum and Pedagogy (C&P) is an international educational organization serving those who share a common faith in democracy and a commitment to public moral leadership in schools and society. The mission of C&P is to advance curriculum scholarship, educational empowerment, individual agency, and social justice. The purpose of Curriculum and Pedagogy is to create and nurture democratic spaces in education, offering opportunities for educational renewal and social change through scholarly research, arts-based projects, social action, academic enrichment, and community engagement. Committed to the principles of democracy, transparency, agency, multicultural inclusion, ethnic diversity, gender and sexuality equity, economic justice, and international cooperation, C&P values the development of deeper critical insights into the historical, political, aesthetic, cultural, and institutional subtexts and contexts of curriculum that impact educational practices. Believing that curriculum studies and the ethical conduct that is congruent with such studies must become part of the fabric of public life and classroom practices, C&P brings together classroom teachers, professors, graduate students, early childhood leaders, school administrators, curriculum workers and planners, museum and agency directors, curators, artists, and various under-represented groups in projects that interrogate curriculum and pedagogical theories. C&P sponsors an annual conference, publishes an annual collection of essays, and supports a quarterly journal that provides a space where academic and arts-based ideas, practices, and research can be shared, valued, and disseminated to a diverse audience committed to educational renewal and social change.
II. Membership
Membership in Curriculum and Pedagogy shall consist of those who have attended the annual conference of the association within the past three years.
III. Meetings
a. Curriculum and Pedagogy shall hold a business meeting during the time of the annual conference.
b. There shall be a minimum of one Curriculum and Pedagogy meeting per year.
c. A quorum shall consist of those present at the meeting.
IV. Decision Making
Decisions shall be made by modified consensus, in which decisions will be approved by consensus, or by a 4/5 vote of members present at the annual meeting if consensus cannot be reached, except for election of Governance Council Board members (see §V).
V. Officers and Governance Council Board
a. The Curriculum and Pedagogy Governance Council (a.k.a. “Council”), shall consist of, but not be limited to, the following:
1. 18 members, serving three year terms, with representation from full-time practitioners, college professors and graduate students and reflecting diversity in gender, race, ethnicity, and sexual identity, but not limited to those categories.
2. A chair, who shall serve for a single term of two years: in year one, to share duties as chair elect and in year two, tocoordinate activities on the Council and assure that the business of the Curriculum & Pedagogy group is handled in a manner consistent with its purposes and the intentions or resolutions expressed at the Annual Meeting. (By-Law revision approved by Council 10.8.2005)
3. A secretary, who shall serve for a term of two years: the secretary or designee shall record the minutes of each Council meeting and the Annual Meeting and distribute them at or before the next meeting via electronic means. In the absence of the secretary, a temporary secretary may be appointed from among those present at the meeting by the chair.
4. A treasurer, who shall serve for a term of two years: the treasurer is responsible for all fiscal matters and in providing an annual written report at the Annual Meeting and at any other time requested by the Council. A treasurer-elect will be appointed by the council one year before assuming the post.
b. The Governance Council shall be elected from the membership at the annual business meeting. Of the total ballots cast, those receiving the highest number of votes, will be elected to fill all vacancies.
1. Annually, one-third (6) of the Council seats will be open for election.
2. Seats that become open during the course of the year may be filled by the Council, with their appointees serving until the next Annual Meeting, at which time member(s) will be elected to serve out remainders of any vacated term(s).
3. No person shall serve more than two consecutive terms.
4. The Council shall elect from among themselves, all officers and committee chairs.
5. Each member of the Council will have at least one specific responsibility during the year and is expected to attend the annual conference and council meetings in their entirety.
6. The council by majority vote, may declare a seat vacant if a member fails to discharge his or her duties.
c. The role of the Council is to carry out the business of Curriculum & Pedagogy between conference sessions.
1. The Council shall establish procedures and guidelines for conducting its business consistent with the philosophy of the organization.
2. Any policy or procedure is subject to review and revision by the membership at the Annual Meeting, which, as a body of the whole, is the sole and final decision-making body of this organization.
3. The C&P group shall annually maintain a balanced budget.
VI. Committees
a. There shall be ten standing committees to include:
1. Fellowship & Awards
2. Finance Committee
3. Fundraising Committee
4. Legal & Archives
5. Liaison Committee
6. Nominations Committee
7. Program Conference Committee
8. Publications Committee
9. Site Conference Committee
10. Membership Committee
11. Communications Committee (By-Law addition approved by Council 10.5.2005)
b. Members of each standing committee shall include Council and non-Council members.
c. Committee Chairs shall be appointed by and selected from the Council.
d. Ad hoc committees may be formed by the Council to work until the next Annual Meeting.
e. Additional standing committees shall be formed only by the membership at the Annual Meeting.
VII. By-Laws
These By-Laws and subsequent amendments shall become effective as soon as they have been adopted by a consensus of the membership of Curriculum and Pedagogy at the annual business meeting. All matters not covered by these By-Laws shall be governed by agreement of the membership at the annual business meeting in accordance with the approved procedures.
VIII. COUNCIL MEMBER CONFLICT OF INTEREST POLICY
a. For purposes of this Council Member Conflict of Interest Policy (herein the “Policy”), a “Conflict of Interest Transaction” is defined as a transaction with the Curriculum and Pedagogy Group (herein the "Corporation") in which a Council Member of the Corporation has a direct or indirect interest. A Council Member of the Corporation may engage in a Conflict of Interest Transaction and such transaction is not voidable by the Corporation provided any one of the following is true: (a) the material facts of the transaction and the Council Member’s interest are disclosed or known to the Corporation or a Committee of the Council and the Council or Committee authorizes, approves or ratifies the transaction; or (b) the transaction is fair to the Corporation.
b. A Council Member of the Corporation has an indirect interest in a transaction if (a) another entity in which he or she has a material financial interest or in which he or she is a general partner is a party to the transaction or (b) another entity of which he or she is a Council Member, director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Governing Council of the Corporation. For purposes of authorizing, approving, or ratifying a Conflict of Interest Transaction, the affirmative vote of a majority of the Members on the Governing Council (or on the Committee, as applicable) who have no direct or indirect interest in the transaction shall constitute authorization, approval, or ratification of the Conflict of Interest Transaction.
c. The Corporation intends that this Council Member Conflict of Interest Policy comply in all material respects with the provisions of the North Carolina Nonprofit Corporation Act, as same may be amended from time to time.
(Amendment adopted June 28, 2005 by Council Consensus)
IX. NON-DISCRIMINATION
The Curriculum and Pedagogy Group shall operate entirely on a non-discriminatory basis with respect to age, gender, sexual identity ,race, religion, national origin or handicapped condition. This policy shall apply to the governing council, boards, committees, staff and services.
(Amendment adopted June 28, 2005 by Council Consensus)
X. DRUG AND ALCOHOL FREE WORKPLACE POLICY
PURPOSE: In accordance with the following federal requirements: 1) the Drug-Free Workplace Act of 1988, 2) the Drug-Free Schools and Communities Act Amendments of 1989, and 3) the Omnibus Transportation Employee Testing Act of 1991, the Curriculum and Pedagogy Group has enacted the following policy applicable to all Council Members and conferees.
a. Policy Statement; It is the policy of Curriculum and Pedagogy Group (C&P) to maintain a drug-free workplace and conference. The unlawful manufacture, distribution, dispensation, possession or use of a controlled substance or the unlawful possession, use, or distribution of alcohol is prohibited in the Group's conference sessions and business meetings or in any staff, student, employee, or faculty carrying out any C&P contracts.
b. Definitions: The following terms are important for purposes of expressing the Council's policy on a drug and alcohol free workplace:
1. Controlled substance means a controlled substance in schedules I through V of section 202 of the Controlled Substances Act (21 U.S.C. 812), as further defined by regulations at 21 CFR 1300.11 through 1300.15 and as defined in Idaho Code.
2. Contract means a legal instrument reflecting a relationship between the federal government and a recipient whenever the principal purpose of the instrument is the acquisition by purchase, lease, or barter of property or services for the direct benefit or use of the federal government; or whenever an executive agency determines in a specific instance that the use of a type of procurement contract is appropriate.
3. Conviction means finding of guilt (including a plea of nolo contendere) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of the federal or state criminal drug statutes.
4. Criminal drug statute means a federal or non-federal criminal statute involving the manufacture, sale, distribution, dispensation, use or possession of any controlled substance.
5. Employee means any faculty, staff, or student receiving a salary, wages, other compensation and/or stipend support from the Council.
6. Federal agency or agency means any United States executive department, military department, government corporation, government-controlled corporation, or any other establishment in the executive branch (including the Executive Office of the President), or any independent regulatory agency.
7. Grant means an award of financial assistance, including a cooperative agreement, in the form of money or property in lieu of money, by a federal agency directly to a grantee. The term grant includes block grant and entitlement grant programs, whether or not exempted from coverage under the grants management government wide regulation ("Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments"). The term does not include technical assistance which provides services instead of money, or other assistance in the form of loans, loan guarantees, interest subsidies, insurance, or direct appropriations; or any veterans' benefits to individuals, i.e., any benefit to veterans, their families, or survivors by virtue of the service of a veteran in the Armed Forces of the United States.
8. Grantee means a legal entity which applies for or receives a grant or contract directly from a federal agency.
9. Illegal use of drugs means the use of a controlled substance, as defined above.
10. Workplace means the physical boundaries of the Curriculum and Pedagogy Conference Site and all Council-owned/controlled property.
(Amendment adopted June 28, 2005 by Council Consensus)
Moved and seconded at the annual business meeting, Decatur, Georgia on the 19th day of October, 2002, and amended by consensus June 28, 2005.
Articles of Incorporation of
CURRICULUM AND PEDAGOGY GROUP
Nonprofit Corporation
Pursuant to §§ 55A-2-02 of the General Statutes of North Carolina, the undersigned corporation does hereby submit these Articles of Incorporation for the purpose of forming a non-profit corporation.
1. The name of the corporation is:
Curriculum and Pedagogy Group
2. The purposes for which the corporation is organized are:
a. to operate as a conference of education practitioners, academics and curriculum theorists committed to discourses, research and pedagogical practices of democracy and social justice; and
b. to engage in activities related to the operation of such a conference that are permitted to be carried on by a non-profit corporation of North Carolina General, consistent with those portion of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, relating to educational organizations, the provisions of North Carolina General Statutes and other applicable laws.
3. The street address and county of the initial registered office and the principal office of the corporation is:
Curriculum and Pedagogy Group
College of Education, Department of Educational Leadership
9201 University City Boulevard
Charlotte, Mecklenberg County, North Carolina 28223-0001
4. The mailing address if different from the street address of the initial registered office and the principal office is:
(as above)
5. The name of the initial registered agent is:
James H. Sanders III, Ph.D.
6. The name and address of each incorporator is as follows:
James T. Sears, Carolina Plaza #908, University of South Carolina, Columbia, SC 29208
James H. Sanders, #351 Hopkins Hall, 128 N. Oval Mall, OSU, Columbus, OH 43201
Louise Allen, Ed. Leadership, UNC-C, 9201 University City Blvd. Charlotte, NC 28223-0001
7. (Check either a or b below.)
a. (X) The corporation will have members.
b. ( ) The corporation will not have members.
8. Upon the dissolution of the corporation, the Governance Council shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for educational purposes similar or consistent with those of the corporation as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (herein the "Code"), as the Governance Council shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or, if none shall exist, to such other educational organization or organizations qualified as exempt under Section 501(c)(3) of the Code, as said Court shall determine.
9. The number of council members constituting the initial Governing Council shall be eighteen (18) and the names and addresses of the persons who are to serve as Governing Council Members until the first meeting of the corporation or until their successors have been duly elected and are qualified. Any other provisions which the corporation elects to include are listed below.
James H. Sanders III
Room #351 Hopkins Hall
128 North Oval Mall
Department of Art Education
The Ohio State University
Columbus, OH 43210
James T. Sears
Carolina Plaza #908
University of South Carolina
Columbia, SC 29208
Patrick Slattery
314 Harrington Tower
MS 4232
T
exas A&M University
College Station, TX 77843
Louise Allen
College of Education
Department of Educational Leadership
9201 University City Blvd
University of North Carolina-Charlotte
Charlotte, NC 28223-0001
10. Other provisions which the corporation elects to include are as follows:
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof. No substantial part of the activities of the corporation shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law.
Every governing council member and every officer of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a governing council member or officer of the corporation, whether or not he is a governing council member or officer at the time such expenses are incurred, except in such cases wherein the governing council member or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that, in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the governing council member or officer seeking such reimbursement or indemnification, the indemnification herein shall only apply if the Governing Council approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such governing council member or officer may be entitled.
11. These articles will be effective upon filing, unless a later time and/or date is specified:
This the19th day of October, 2002.
James H. Sanders III, Incorporator
Filed/Mailed August 30, 2003
Check accompanying for filing fee of $60.
This document and one exact or conformed copy of these articles was filed with the Secretary of State. (Revised July 1994) CORPORATIONS DIVISION 300 N. SALISBURY STREET RALEIGH, NC 27603-5909 and acknowledged on February 2, 1004 by Nellie C. Lewis, Revenue Tax Technician, Central Examinations Division, P. O. Box 250000, Raleigh, North Carolina 27640 (Toll Free: 1-877-919-1819, ext. 300071).