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AMERICAN
EVALUATION ASSOCIATION BY-LAWS
The bylaws outline the essential legal obligations of the
association.
• Approved by the membership: August 2010
• Took effect: January 2011
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:
(a) Promote scientific and educational purposes,
as those terms are used in Section 501(c)(3) of the Internal
Revenue Service Code, in connection with the science and
practice of evaluation.
(b) Improve evaluation theory, practice and methods; increase
evaluation use; promote evaluation as a profession; and support
the contribution of evaluation to the generation of theory and
knowledge about effective human action.
(c) Engage in a diversity of activities and enter into, perform,
and carry out contracts of any kind necessary or convenient to,
or incidental to, the accomplishment of any one or more of the
nonprofit purposes of the Association.
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 and policies 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 duly-authorized Board-appointed agent, including
the appropriate fee. Should the 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. A duly-authorized Board appointed
agent is someone vetted and approved by the Board and given
specific, limited, authority to act as an agent of the association
for legal purposes.
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 duly-authorized Board-appointed agent. Such
resignation shall be effective upon receipt.
Section 4. Rights. All members shall have the right to vote for
officers and on other official matters of the Association defined in
the Bylaws, to hold office if duly elected, and to be sent all
notifications pertaining to the official business of the Association
and membership publications.
Section 5. Dues. Membership dues shall be determined by the Board of
Directors.
ARTICLE IV: BUSINESS MEETING
Section 1. Schedule. At least one 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 business
meeting.
Section 3. Business Meeting Format. The business meeting activities
shall include but are not limited to: A report of the status of the
Association, a financial report, any other reports deemed
appropriate by the Board, 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 meeting. Should any motion 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 across the Board and all
committees, task forces, other advisory groups, and individuals
through attention to the following criteria:
-
gender balance, sexual orientation, and gender
identity
-
ethnic/racial representation
-
disciplinary heterogeneity
-
practitioner/academic balance
-
geographic heterogeneity
-
international representation
-
heterogeneity of areas of application
Section 2. Board of Directors. The business of the
Association shall be governed by a 13 member Board of Directors all
of whom 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.
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 policies of the 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 Bylaws. The duties of the Board of Directors shall include,
but are not limited to:
(a) Approving a budget for each year and authorizing expenditures
falling outside of the pre-approved budget and in excess of the
discretionary level of spending as stated in Association policies.
(b) Establishing and overseeing the policies that guide the
Association.
(c) Establishing ongoing monitoring and evaluation that helps the
Board shape policy and fulfill its responsibility for (i) monitoring
the Association’s performance, (ii) monitoring the effectiveness and
reasonable progress toward the Association’s goals, and (iii)
ensuring the effectiveness of its governance.
(d) Engaging with Association members in establishing, refining, and
evaluating the policies that guide the Association.
(e) Authorizing any matters to be submitted to a vote of the general
membership of the Association including election of Board members
and the President-elect. The Board shall receive and consider
petitions from the membership for matters to be submitted to a vote
of the general membership of the Association; any such petition
signed by five percent of the official membership count of March 31
of the previous year makes submission of the issue to the membership
mandatory upon the Board.
(f) Authorizing the formation or affiliation of any subsidiary
organizations not in conflict with the Articles of Incorporation or
the Bylaws, and considered to be appropriate to the policies,
operation, and purpose of the Association. The development of
policies that guide the formation and operation of such groups,
including Topical Interest Groups, shall be the responsibility of
the Board of Directors. Topical Interest Groups are comprised of AEA
members only and are not open to non-members.
Local Affiliates are organizations that are interested in being
associated with AEA for the mutual benefit of their memberships.
Local Affiliates are separate entities from AEA. Local Affiliates
elect separate officers, operate under their own Bylaws, maintain
their own financial records, and, if tax exempt, have separate
non-profit status. AEA exercises no control over decisions made by
Local Affiliates and takes no responsibility for their actions.
Groups must apply to, and have their application approved by, the
AEA Board of Directors to be designated as an AEA Local Affiliate.
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 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:
(a) If the President does not serve out a full term for any reason,
the President-elect shall immediately succeed to the Presidency for
the remainder of the unexpired term as well as for the following
calendar year. If the office of President-elect becomes vacant, it
shall remain so until the January 1 following the next general
election at which time the membership will elect a new President and
new President-elect. If the offices of President and President-elect
become vacant within the same year, the Board of Directors shall
elect a member of the Association to serve as Acting President
until the January 1 following the next general election. If the
office of Past President/Secretary becomes vacant it shall remain so
and the Treasurer shall take on the duties of Secretary until
January 1 following the next general election.
(b) If any elected Board member position becomes vacant, a
replacement Board member shall be elected during the normal
membership election for that year, at which time the newly elected
replacement Board member shall immediately assume office as soon as
results of the election are available. The Board may with a
two-thirds vote appoint an interim Board member to serve until the
results of the election.
(c) Any elected Board positions that are vacant or have acting
incumbents shall be added to the ballot for the next general
election to select permanent Board members to fill the unexpired
term.
(d) In other unusual circumstances the Board of Directors shall
determine how to fill vacancies.
Section 6. Removal of Board Members. A motion to remove any Board
member for cause must be circu¬lated 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 Board members 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 ques¬tion. 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, within the limits of the
reimbursement policies set by the Board.
Section 8. Regular Meeting. The Board of Directors shall meet at
least twice each year.
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,
two-thirds of the voting members shall constitute a quorum for the
transaction of business. Except in instances where these Bylaws or
preceding law dictate otherwise, 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.
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. The Executive
Committee is comprised of the President, Past President/Secretary,
President-elect, and Treasurer. Roles and responsibilities of the
Executive Committee are described in the written Association
Governance policies. The Executive Committee is convened in
situations where immediate action or decision-making is needed and
it is not feasible to convene the whole Board. In these situations,
the Executive Committee may be convened by any member of the
Executive Committee or by the Executive Director. The Executive
Committee or the Executive Director will notify Board members of the
situation within 24 hours, or immediately upon resumption of the
capacity for broader communication should that be a consideration,
and seek and consider any input provided in the timeframe needed for
the decision. The Executive Committee will notify the Board upon
making a decision.
Section 14. Written Association Policies. Goals, Executive
Limitations, Delegation, and Governance Policies shall be
maintained, publicly available and cover all matters not covered in
these Bylaws. Substantive changes to the policies shall be approved
by a vote of the Board.
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. All officers must be members
of the Association.
Section 2. Election and Terms of Office.
(a) Yearly, a committee of the Board shall secure nominations for
two candidates for each expiring elected-office of the Association
and shall, with the authorization of the Board of Directors, submit
the slate of candidates to the membership for vote by mail or
electronic ballot. The committee will solicit nominations from the
members, consult with the Board of Directors, and choose candidates
that reflect the diversity and characteristics of the Association’s
membership. Additional nominations may be presented by the
membership for inclusion in the election provided each such
nomination is presented to the Committee in the form of a petition
signed by at least 1 percent of the current members not later than
the announced due date for submission of nominations each year. If
the foregoing provisions are met, the person(s) so nominated shall
be included on the ballot. At least ninety (90) days prior to the
end of the calendar year the Committee shall submit to the
membership a complete ballot for the election of officers.
(b) The membership will be instructed to return the ballot to the
duly-authorized Board-appointed agent, received in the AEA office no
later than the date specified on the ballot. The duly-authorized
Board-appointed agent shall in turn be responsible for verifying the
ballots, protecting the secu¬rity of the ballots, obtaining the
independent corroboration of the ballot counts and reporting the
results to the Board of Directors and to the membership.
(c) The candidate for each office receiving the largest number of
votes shall be considered elected. In case of a tie, the Board of
Directors shall select the officer from the tied candidates by
majority vote or, in the case of a tie on the Board, by lot.
(d) The term of office for all elected Board members shall be three
(3) years. The term of office for the President-elect, President,
and Past President/ Secretary shall be one year for each respective
office and succession to office shall be as set forth in Article V,
Section 4.
Section 3. President. The President shall be the chief executive
officer of the Association and shall preside at all business
meetings, serve as Chair of the Board of Directors, oversee the
review of the Executive Director, have general responsibility for
the conduct of the affairs of the Association, and set the strand
theme for the annual conference. The President is an ex-officio
member of all committees, and Topical Interest Groups of the
Association.
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 Board committees, task forces, and
other advisory groups and individuals 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 groups and individuals
committees may be accounted for within the existing annual budget.
Board committees, task forces, and other advisory groups or
individuals requiring additional expenditure of Association funds
are subject to approval via a vote of the Board.
Section 4. 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 5. Treasurer. The Treasurer monitors adherence to the
financial policies of the Association and alerts the Board to
deviations from policies.
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, Board committees, task forces, advisory groups and
individuals of the Association as well as perform other duties
specified through these bylaws and by direct contract.
Section 6. Past President/Secretary. The Past President/Secretary
shall serve as general advisor on the governance of the Association,
and shall oversee the maintenance of records policies for the
Association.
ARTICLE VII: FISCAL MANAGEMENT
Section 1. Fiscal Year. Unless otherwise specified, the fiscal year
of the Association shall begin on July 1 and is subject to change,
within the confines of the law, 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 duly-authorized
Board-appointed agent, with copies held by the Treasurer of the
Association.
Section 3. Execution of Association Documents. Within the parameters
of Board-established policies, all notes and contracts shall be
executed on behalf of the Association by either the Executive
Director, the President or the Treasurer.
Section 4. Fidelity Bonds. The Association will hold adequate
fidelity bonds covering all officers, employees, and contractors
having custody or control of Association funds. 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, except in instances of fraudulent, deceitful or
dishonest activity, or the conviction of a crime.
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: BOARD COMMITTEES, AND OTHER MEMBER INVOLVEMENT
Member Involvement on Key AEA Issues. Through its policies, the
Board will identify and describe the mechanisms through which
members will provide input and guidance on key issues of the
Association. The mechanisms may include, but not be limited to,
committees, task forces, other advisory groups and individuals. In
particular, the policies shall include explicit attention to having
volunteer member engagement in four areas of importance to the
Association: diversity, ethics, finances, and nominations and
elections. The mechanisms for member engagement shall include
attention to continuity, corporate history, and a focus on key tasks
and perspectives.
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 Bylaws 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 most recent official membership
count taken March 31 of each 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. |
