American Evaluation Association By-Laws
The bylaws outline the essential legal obligations of the association.
ARTICLE I: NAME
ARTICLE II: PURPOSES
(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.
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 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 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 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.
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.
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 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.
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 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
ARTICLE IX: TOPICAL INTEREST GROUPS
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