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AMERICAN
EVALUATION ASSOCIATION BY-LAWS Article I: Name The name of this corporation is the American Evaluation Association, hereafter referred to as the Association. Article II: Purposes Section 1. Purposes. The purposes of this Association are to:
Section 2. Non-Profit Character. The Association is a not for profit organization organized exclusively for charitable and educational purposes. No Board member, officer, agent or employee shall at any time receive or be entitled to receive any compensation or pecuniary profit from the operation of the Association or upon its liquidation or dissolution, except for reasonable compensation for services actually rendered to the Association in effecting one or more of its objectives or purposes, or as a direct or indirect beneficiary of its said non-profit purposes. Section 3. Grants and Gifts. The Association, through the Board of Directors, may accept gifts and grants of a general nature or for specific purposes; however, such acceptance shall be free of any restriction that would either limit the Association in carrying out its functions and objectives or cause the Association to lose its tax-exempt status. Article III: Membership Section 1. Eligibility. Any individuals interested in the purposes of the Association shall be eligible for membership. Members are defined as those who have completed an application form, received acknowledgment of membership from the Association, and paid the currently stipulated membership dues. Section 2. Application for Membership. An individual desiring to join this Association may ask for consideration by making a written application to the Past President/Secretary or other duly-authorized Board-appointed agent, including the appropriate fee. Should the Past President/Secretary or duly-authorized Board-appointed agent, for any reason reject an application for membership, that applicant shall have the right to appeal to the Board of Directors by means of a written statement. Section 3. Resignation. Any member may resign by submitting a written resignation either at a meeting of the Board, or by mailing the resignation to the Past President/Secretary or duly-authorized Board-appointed agent, and thereupon such resignation shall become effective forthwith without need of any acceptance, unless otherwise specified therein. Section 4. Rights. All members shall have the right to vote for officers and on other official matters of the Association defined in the By-Laws, to hold office if duly elected, to receive all notifications pertaining to the official business of the Association and to receive membership publications. Section 5. Dues. The annual membership dues and assessments shall be determined by the Board of Directors. Article IV: Annual Meeting Section 1. Place and Time. Annual Meetings of the membership shall be held at a time and place designated by the Board of Directors. At least one annual business meeting shall be held within each calendar year, but not later than December 20. Section 2. Notice of Meetings. At least thirty (30) days in advance thereof the Association shall notify each member of the annual meeting. Section 3. Annual Meeting Format. The annual meeting shall be a professional and business meeting. The business meeting activities shall include but are not limited to: A report of the status of the Association by the President, a financial report by the Treasurer or duly-authorized Board-appointed agent, status reports from committees, and items of new business invited from the floor. Section 4. Quorum. Those members present at the business meetings of the membership shall constitute the quorum. Section 5. Voting. Each member present shall have one vote in business meetings. Only advisory votes shall be permitted on any business raised at the Annual Meeting. Should any proposal be made that would be binding in any way on the Association, an advisory vote shall be taken and the results forwarded to the Board of Directors for further action. Article V: Governance Structure Section 1. Diversity. It is the policy of the American Evaluation Association to actively seek diversity on the Board and all committees through attention to the following criteria:
Section 2. Board of Directors. The business of the Association shall be governed by a 16 member Board of Directors: the Officers of the Association, 13 of whom are elected by the membership and three appointed by the elected members. All officers of the Association must be members in good standing. The 13 elected members shall include nine at-large members, as well as the President, President-elect, the immediate Past President/Secretary, and the Treasurer. These 13 shall constitute the voting members of the Board, each having one vote. The three appointed members are ex-officio, non-voting members as follows: the Annual Meeting Conference Chair; and the editors of the two Association Journals. Section 3. Governing Powers and Duties. The Board of Directors shall have all the powers and duties necessary or appropriate for the administration of the affairs of this Association and may perform all such acts and things as are not directed to be exercised and done by members by law, by the Articles of Incorporation, or by these By-Laws. The duties of the Board of Directors shall include:
Section 4. Election, Appointment and Terms of Office. Terms of office shall begin January 1 after election and correspond to the calendar year, ending December 31 of the final term year. All elected Board members shall serve three year terms. The President, President-elect, and the Past President/Secretary will each serve one year in their respective offices; the President-elect shall automatically succeed to the Presidency in the following year, and the President shall automatically succeed to the office of Past President/Secretary and take on the duties of the Association Secretary. The three appointed positions (the editors of the two Association journals; and the Annual Meeting Conference Chair) shall be appointed for three year terms by two-thirds quorum vote of the elected members of the Board. Appointments shall be made following an announcement in one or more of the Association journals and an open search process that permits applications and nominations for at least 60 days following the published announcement. The process shall be conducted so as to allow an adequate period of transition between the incoming and the outgoing appointed officer. Once appointed to a three-year term through the procedure described above, incumbents in appointed positions may be reappointed for an additional three-year term by a two-thirds vote of the of the elected members of the Board, without any further search procedure. There is no fixed limit to the number of successive terms an appointed officer may serve, but the public nomination and search process shall be followed at least every other term. Appointments for the two editorships and Annual Meeting Conference Chair shall also be staggered so that, subject to unexpected vacancies, no more than one of these positions would normally be filled in any single year. Votes on appointed positions will be by confidential ballot, and can be conducted by mail and handled by a duly-authorized agent of the Board. During Board discussion of appointments, the person or persons under discussion should not be present. The procedure for election and appointment of Board members shall be as set forth in Article VI, Section 2. Section 5. Vacancies. Vacancies in the Board of Directors caused by any reason shall be filled in the following manner:
Section 6. Removal of Board Members. A motion to remove any Board member for cause must be circulated to all Board members in writing thirty days prior to a vote on removal. During this thirty day period, the Board member in question has the right to respond in writing to the removal motion. A confidential ballot vote of eligible voting members, which can be conducted by mail and handled by a duly-authorized agent of the Board, shall then be taken. The Board member in question does not vote on his or her own removal. The votes of two-thirds of eligible voting Board members are necessary to remove the member in question. Upon removal of a Board member, the position will be filled in accordance with vacancy provisions as stated in Article V, Section 5. Section 7. Compensation. Compensation shall not be paid to Board members for their services in their capacity as Board members, nor pursuant to any other contractual arrangements. However, Board members may be reimbursed for actual expenses incurred by them in the performance of their duties, as approved by a majority of the Board. Section 8. Regular Meeting. The Board of Directors shall meet at least twice each year. One of these Board meetings shall be held in conjunction with the annual meeting. Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President or by at least five other Board members, on at least two weeks notice, if practical, to each Board member stating the time, place, and purpose of the meeting. Section 10. Quorum. At all meetings of the Board of Directors, a majority of the voting members shall constitute a quorum for the transaction of business, and the acts of the majority of the Board members present at a meeting at which the quorum is present shall be the acts of the Board, except where a larger number is required by law, Articles of Incorporation, or these By-Laws. If, at any meeting of the Board, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted at the next session without further notice. Section 11. Open Meetings. All meetings of the Board of Directors shall be open to the membership except for those times when the Board will discuss matters involving personal privacy. A majority vote of the voting Board members present shall be sufficient to hold a closed meeting. Section 12. Parliamentary Procedure. Meetings of the Board and the membership will normally be conducted using informal, but businesslike procedures. At any time a procedural conflict arises, the provisions of the most recent edition of Robert's Rules of Order shall be used to resolve the conflict. Section 13. Empowerment of Executive Committee. For conduct of routine business of the Association between meetings and to meet any emergencies that might arise of such nature that a two week delay in scheduling a meeting of the entire Board would be intolerable, the President, the Past President/Secretary, the President-elect, and the Treasurer shall be considered the Executive Committee of the Board and shall be empowered to act on its behalf. All actions taken by the Executive Committee shall be reported in writing to the Board, immediately in the case of emergency actions of importance and prior to the next scheduled meeting of the Board for routine items. The President and two other members of the executive committee shall constitute quorum for the Executive Committee. Section 14. Policy and Procedures Manual. A Policy and Procedures Manual shall be maintained, including: policy and procedures not specified in these By-Laws; a description of any appointed positions of the Association not specified in these By-Laws; and a list of active Special committees, their charges, terms, and procedures for committee membership. Substantive changes to the Policy and Procedures Manual shall be approved by a vote of the Board. The Policy and Procedures Manual shall be maintained by the Past President/Secretary or duly-authorized Board-appointed agent. Article VI: Officers Section 1. Designations and Qualifications. The principal officers of the Association shall be a President, a President-elect, a Past President/Secretary, and a Treasurer. The Board of Directors may appoint an Assistant Secretary, an Assistant Treasurer, and such other officers as, in their judgment, may be necessary. All officers must be members of the Association. Section 2. Election and Terms of Office.
Section 3. Removal and Vacancies. Removal of officers
shall be in the manner as prescribed in Article V, Section 6. The
filling of vacancies shall be in the manner as prescribed in Article
V, Section 5. The President shall have all the general powers and duties that are usually vested in the office of the president of a corporation, including the power to appoint committees from time to time, as he or she may deem appropriate to assist in the conduct of the affairs of the Association to the extent that such committees may be accounted for within the existing annual budget. Committees requiring additional expenditure of Association funds are subject to approval via a vote of the Board. Section 5. President-elect. In the absence, or disability, of the President, the President-elect will perform the duties and exercise the powers of the President. The President-elect will also perform such other duties as prescribed by the Board of Directors or the President. Section 6. Treasurer. The Treasurer shall serve on the Finance Committee and, with the assistance of the duly-authorized Board-appointed agent, shall hold the Association's funds, collect the annual dues from the members, consult with the Executive Committee and prepare the yearly budget for consideration and approval by the Board of Directors, account for the receipt and expenditures of all monies, and keep the other offices informed of the financial condition of the Association at their request. The Treasurer, with the assistance of the duly-authorized Board-appointed agent, shall make disbursements, shall upon request of the Board of Directors provide for examinations of financial reports and records by an auditing firm or a Certified Public Accountant, and shall prepare an annual financial statement for publication to all members. Upon authorization by the Board of Directors, the Treasurer or the duly-authorized Board-appointed agent may deposit or invest the funds of the Association. Working with the President, and the Past President/Secretary, the Treasurer shall provide direct oversight to a duly-authorized Board-appointed agent who will provide administrative support to the Board, Committees, and Groups of the Association as well as perform other duties specified through these bylaws and by direct contract. Section 7. Past President/Secretary. The Past President/Secretary shall serve as general advisor on the affairs of the Association, shall oversee the maintenance of an up-to-date membership roll, and with the assistance of the duly-authorized Board-appointed agent, shall take minutes and keep a file of the proceedings at business and Board of Directors meetings, as well as copies of the financial reports and official publications of the Association and shall supervise the issuance to the membership of all notifications pertaining to the official business of the Association. Article VII: Fiscal Management Section 1. Fiscal Year. Unless otherwise specified, the fiscal year of the Association shall begin on the first day of January of every year. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors, with the prior written approval of the appropriate government agencies. Section 2. Books and Accounts. Books and accounts of the Association shall be kept under the direction of the Treasurer of the Association or the duly-authorized Board-appointed agent. Section 3. Execution of Association Documents. With the prior authorization of the Board of Directors, all notes and contracts shall be executed on behalf of the Association by either the President or the Treasurer or the duly-authorized Board-appointed agent. Section 4. Fidelity Bonds. The Board of Directors may require that all officers and employees of the Association having custody or control of Association funds furnish adequate fidelity bonds. The premium on such bonds shall be paid by the Association. Section 5. Indemnity. Each officer, Board member, or employee of the Association shall be indemnified by the Association against expenses reasonably incurred by him/her in connection with any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been an officer, trustee, or employee of the Association. Section 6. Financial Signatories. For all bank accounts established for the Association, there must be at least two signatories, the Treasurer and at least one other elected Board member, or the duly-authorized Board-appointed agent. Article VIII: Committees Section 1. Executive Committee. The President, Past President/Secretary, President-elect, and Treasurer compose the Executive Committee, which conducts the day-to-day business of the Association and oversees the budget. Section 2. Standing Committees. There shall be standing committees on Finance, on Awards, on Ethics, on Conference Policy, on Diversity, on Publications, on Membership, on Professional Development, on Public Affairs, on Nominations and Elections, and on International Issues. The Finance Committee must be chaired by a Board member. The Publications Committee must include the Association’s Journal Editors who serve in addition to its appointed members. Section 3. Standing Committee Membership and Terms of Office. Committee appointments shall be for three years and shall be renewable. Each committee shall have three appointed members. The President-Elect will, at the beginning of her or his term, appoint a non-Board member to each committee to replace the person whose term is expiring. In addition, a Board member will serve on each standing committee as a liaison, said appointments to be made each year by the President at the beginning of his or her term. The President shall annually appoint the Chair of each standing committee to serve a one year renewable term corresponding to the President's term. Committee chairs may add members to committees, with approval of the Board, for purposes of carrying out the work of the committee. Each standing committee chair, at the time of the annual meeting, shall prepare a written report to the Board and membership on the committee's accomplishments. Section 4. Special Committees. Special Committees are created to address important timely concerns of the Association. Special committees need not be chaired by a currently elected member of the Board. Special committees may be established by a two-thirds vote of the Board, and must have a specified term of no more than three years. Special Committees may also be established by the President for a term corresponding to the President’s term in office. Unless reauthorized by the Board, all Special Committees dissolve automatically at the end of their term; and they may be dissolved earlier by a two-thirds vote of the Board. The President will report the committee structure at the annual business meeting. The Chair of each Special Committee will be identified by the Board, if the committee is constituted by the Board, or by the President, if the committee is constituted by the President. The Chair will serve a term corresponding to the term of the Special Committee. Should the Chair of a Special Committee be a current Board member, he or she will also serve as Board liaison. Should the Chair of a Special Committee not be a current Board member, the President shall annually appoint a Board Liaison to the Special Committee to serve a one year renewable term corresponding to the President's term. Section 5. Special Leadership Positions. The Association may have the following special leadership positions in addition to the Board Members: Annual Meeting Local Arrangements Chair and Presidential Strand Chair. The Annual Meeting Local Arrangements Chair and Presidential Strand Chair serve a one-year term and are appointed by the President to serve a term corresponding to the President’s term. Any of these positions can be co-Chair at the discretion of the President. Other special leadership positions may be specified by a two-thirds vote of the Board, and shall be noted in the Policy and Procedures Manual. Section 6. Temporary Leave of Committee Members. Committee Chairs and members who find that they cannot fulfill the responsibilities of their position may notify the President, who may appoint a temporary replacement until such time as the committee member can resume his or her duties. At the discretion of the President, the replacement may be continued on the committee as an additional member. Section 7. Removal of Committee Members. A motion from the Executive Committee to remove any committee member for cause or for nonperformance of duties shall be circulated in writing to all Board members thirty days prior to a vote on removal. During this thirty day period, the committee member in question has the right to respond in writing to the removal motion. A confidential ballot of the eligible voting Board members shall be taken, and can be conducted by mail and handled by a duly-authorized agent of the Board. If the committee member in question is a Board member, he or she shall not vote on the motion for removal from the committee. A motion to remove a committee member from the committee shall require a two-third majority of the voting Board for approval. Upon removal of a committee member from the committee, the President shall appoint a temporary replacement to complete the vacant term. Article IX: Topical Interest Groups Section 1. Formation. Groups of members with similar interests may petition the Board to form a Topical Interest Group. Section 2. Leadership and Elections. Each Topical Interest Group must elect a Chair (or co-chairs) and a Program Chair (or Program Co-chairs). The same person may serve in both positions. The leaders must be elected for a term of no more than three years, renewable. Article X: Amendments These By-Laws may be amended upon written affirmation of two-thirds (2/3) of the members voting on the proposed change. Amendments may be proposed by the Board of Directors or by petition to the Board of Directors by members of the Association numbering fifteen percent (15%) of the members included in the official membership count of March 31 of the previous year and they shall be submitted to the entire membership for vote no later than the next general elections. Such amendments, following affirmation, shall become effective the next January 1st. |