Articles of Incorporation
I. Name and Definition
The name of the Association shall be “California Language Teachers’ Association, Inc . ,”
hereinafter referred to as “CLTA,” a multi-language association.
This corporation is a nonprofit public benefit corporation and is not organized for the
private gain of any person. It is organized under the Nonprofit Public Benefit
Corporation Law for charitable purposes. The specific purpose for which this
corporation is organized is to serve the people of California in their educational
programs by promoting and enhancing the study of languages.
III. The principal office of the corporation for the transaction of its business shall be
located within the State of California at the home of the Executive Director.
IV. a) This corporation is organized and operated exclusively for educational
purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code.
b) Notwithstanding any other provision of these Articles, the corporation shall not carry
on any other activities not permitted to be carried on (1) by a corporation exempt from
federal income tax under Section (c)(3) of the Internal Revenue Code or (2) by a
corporation contributions to which are deductible under Section 170 (c)(2) of the Internal
c) No substantial part of the activities of this corporation shall consist of
carrying on propaganda, or otherwise attempting to influence legislation [EN4] , and
the corporation shall not participate or intervene in any political campaign
(including the publishing or distribution of statements) on behalf of, or in
opposition to, any candidate for public office.
V. The names and addresses of the persons appointed to act as the initial Directors
of this corporation are the elected and appointed officers and the affiliate
representatives who comprise the membership of the Board of Directors. A current list is
available on the CLTA website.
VI. Officers of the Board of Directors
A. The elected officers of the Board of Directors shall consist of a President, Past
President, President-Elect, Secretary, and Treasurer. Such election shall require a 2/3
simple majority vote of the total voting membership of the Board of Directors in
attendance. Appointed officers are described in the By-Laws. Such appointments shall
also require a 2/3simple majority vote of the total voting membership of the Board of
Directors in attendance.
B. If any office within the Board of Directors shall be vacated by death, disability, or
resignation, that office shall be filled for its unexpired term by a simple majority vote of
the remaining members of the Board of Directors in attendance.
C. If any member of the Board of Directors fails to fulfill his/her responsibilities, the
Board reserves the right to remove such individual by a simple majority vote of the
voting members of the Board in attendance.
VII. The property of this corporation is irrevocably dedicated to serve the people of
California in their educational programs by promoting and enhancing the study of
languages. No part of the net income or assets of the organization shall ever inure to
the benefit of any director, officer or member thereof or to the benefit of any private
On the dissolution or winding up of the corporation, its assets remaining after payment
of, or provision for payment of, all debts and liabilities of this corporation, shall be
distributed to a nonprofit fund, foundation, or corporation which is organized and
operated exclusively to serve the people of California in their educational programs by
promoting and enhancing the study of languages and which has established its
tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code.
We, the above-mentioned initial directors of this corporation, hereby declare that we are
the persons who executed the foregoing Articles of Incorporation, which execution is our
act and deed.
Signatures of the Board
Revised March 2005 November, 2009