Constitution

NATIONAL ASSOCIATION OF ASSESSMENT DIRECTORS

Section 101:

The name of this organization shall be the National Association of Assessment Directors, a not-for-profit professional association herein referred to as the Association.

Section 102:

It shall be the purpose of this Association to:

  1. Support the efforts of those who direct the administration of assessment and testing programs in prekindergarten through Grade 16 educational settings;
  2. guidance in the appropriate and ethical application of assessment in educational settings;
  3. Share information about assessment in educational settings;
  4. Improve the application of measurement to students and educational programs;
  5. Provide guidance in the appropriate and ethical interpretation of assessment data; and
  6. Encourage research in assessment and testing in schools.

Section 103:

Notwithstanding any other provision of these Articles, the Association is organized exclusively for educational purposes as specified in Section 501 (C)(3) of the Internal Revenue Code of 1954 and shall not carry on any activities not permitted to be carried out by an association exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code of 1954.

Section 104:

No substantial part of the activities of the Association shall be carrying on propaganda or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code 501[h]), or participating in, intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 201:

Part 1: Classes of Membership in this Association shall be divided into three classes: Active, Associate, and Honorary.

  1. Active membership.  Active membership shall be members in good standing with current or former responsibility for educational testing programs; or from institutions involved in the construction or use of tests in settings not primarily for profit, including, but not limited to, school systems and school system research, assessment, testing, or evaluation departments.
  2. Associate membership.  Associate membership shall be open to all persons who are interested in assessment and who subscribe to the purposes and objectives of the Association.  Associate members in good standing shall be accorded all rights and privileges of membership except the right to hold office.  Bona fide graduate students in full-time programs of study which are related to or include assessment may be admitted to Associate membership.
  3. Honorary emeritus membership. The Board of Directors may from time to time elect an Honorary member.  Honorary members are individuals who were formerly Active or Associate members for a minimum of five years and who, in the opinion of the Board of Directors of the Association, have made significant contributions to the Association.  The Board shall nominate such an individual and, upon a majority of Active, Associate, and Honorary members casting written ballots in favor of the proposal, this individual shall be accorded honorary emeritus status for life and shall be exempt from paying dues.  This status shall also include those individuals to whom the association’s Award for Outstanding Contributions to Educational Assessment has been conferred.

Part 2: Members in good standing are those members of the Association whose dues have been paid for the year in question but shall include Honorary Members.  Only members in good standing may vote in elections or on Constitutional or other Association issues.

Part 3: Application for Active or Associate membership shall be made to the Treasurer. Upon receipt of annual dues, the applicant shall be admitted to the class of membership for which qualified.  When eligibility is in doubt, applications shall be sent to the Board of Directors, which shall have the power of final decision.

Section 202:

The Annual Meeting of the Association shall be held each year in conjunction with the Annual Meeting of the National Council on Measurement in Education.  Notice of the meeting shall be given to members at least four weeks prior to the date thereof.

Section 203:

A special meeting of the members may be called on reasonable notice at any time by the President or on written request of any three members of the Board of Directors.

Section 204:

Between regular meetings, the Board of Directors may authorize a vote by mail ballot rather than calling a special meeting of the members within such time as may be designated by the Board of Directors.  Mail ballot may include the use of e-mail and facsimile.  The Secretary shall receive and count the ballots cast.

Section 205:

A quorum for any authorized meeting of the members shall consist of the members present who are eligible to vote.

Section 206:

Eligibility to vote shall be restricted to members in good standing at the time of the Annual Meeting or at the time any ballot has been distributed.

Section 207:

The annual membership dues shall be determined by the Board of Directors and approved by the eligible members.  By the vote of five Directors, a special assessment may be raised to pay for unusual costs incurred by the Association in achieving its objectives.  In the event that such an assessment is in an amount in excess of five dollars, it will be subject to ratification by a majority of the members.  The membership year shall begin on January 1.

Section 208:

Any member may be removed from the Association for conduct deemed prejudicial to the Association by a two-thirds vote of the members present at an Annual Meeting at a special meeting of the members called for that purpose.  Such member shall first have been given written notice of the accusation against him or her, and shall have been given an opportunity to produce witnesses, if any, and to be heard at the meeting at which such a vote is to be taken.

Section 209:

The rules of Order, as contained in Robert’s Manual, when not inconsistent with these Articles, shall govern the meetings and Board of Directors.  The Immediate Past President shall serve as parliamentarian.

Section 301:

The Board of Directors shall consist of the President, Immediate Past President, Vice-President/President-Elect, Secretary, Treasurer, and four additional elected Directors-at-Large.  The President shall serve as chair of the Board of Directors.  Each member of the Board of Directors must be in the Active membership category of the Association at the time of their election. Additionally, each member of the Board of Directors must have been a member of the Association for a minimum of three years, prior being nominated for office. If a member of the Board of Directors loses good standing because of non-payment of dues as provided in Section 201, the remaining members of the Board of Directors may, after fourteen days’ notice to such member, declare a vacancy and proceeded to fill it as provided herein. Actions of the Board of Directors shall be published and communicated to membership. All actions of the Board of Directors are subject to review by members of the Association at the next Annual Meeting.

Section 302:

The President shall be the chief executive officer of the Association and shall preside over all meetings of the Board and the members.  The President shall have general and active management of the business of the Association and shall see that all orders and relocations by the Board are carried into effect.  The President shall be a member ex-officio of all standing and special committees and shall have the general powers and duties of supervision and management usually vested in the president of an association.

Subject to the approval of the Board of Directors, the President shall appoint standing committees, as set forth in Article V,  Section 501, and such special committees as deemed necessary to effectuate the purposes and objectives of the Association.  The President shall serve for a period of one year.

A vacancy in the office of President shall be filled by the Immediate Past President. If the Immediate Past President is unable or unwilling to serve, the vacancy shall be filled by the longest serving of the four Directors.

Section 303:

When one’s term of office of President expires, that individual shall serve as Immediate Past President for one year.  The Immediate Past President shall serve as a Director, as an advisor to the President, as parliamentarian, and as chair of the Nominating Committee.

Section 304:

The Vice-President/President-Elect shall be elected by the membership of the Association and shall perform duties and exercise the powers of the President during the absence or disability of the President. The Vice-President shall assume responsibility for programs held in conjunction with the National Council on Measurement in Education at their Annual Meeting.

Throughout the year, the President-elect shall shadow the President and participate in all meetings and activities of the Board in order to become familiar with the responsibilities of the office.  The Vice- President shall serve for a term of one year and will serve as President for the succeeding year.

A vacancy in the office of Vice-President shall be filled through the appointment of a qualified Active member by a two-thirds majority vote of the Board of Directors.  The member so appointed shall not automatically become President the following year; at the next election of officers, candidates for the offices of President and Vice-President will be nominated.

Section 305:

The Secretary shall be elected by the membership of the Association and shall see that minutes of meetings are recorded, disseminated, and preserved.  The Secretary shall keep files of Association reports and also give all notices required by statute, Constitution, or resolution and shall perform such other duties as may be designated by the Board of Directors.  The Secretary shall be elected for a term of two-years.  The terms of the Secretary and the Treasurer shall be staggered such that they are elected in alternate years. A vacancy in the office of Secretary will be filled by a qualified member appointed by the Board of Directors.

Section 306:

The Treasurer shall be elected by the membership of the Association and shall have custody of all Association funds and securities and shall keep, in records belonging to the Association, full and accurate accounts of all receipts and disbursements; the Treasurer is also responsible for maintaining an accurate list of the membership of the Association as well as all mailing lists.  The Treasurer shall deposit all monies, securities and valuable effects in the name of the Association in such depositories as may be designated for that purpose by the Board of Directors.  The Treasurer shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursement and shall render to the President and the Directors at the Annual Meeting, and as requested by them, a written account of all transactions of the Treasurer and of the financial condition of the Association.  The Treasurer shall be responsible for filing federal and local tax returns as required by law.  The Treasurer shall restore to the Association, in the case of his or her resignation, retirement, or removal from office, all records, papers, vouchers, money and property of whatever kind in the Treasurer’s possession or under his or her control and belonging to the Association.  The Treasurer may be bonded; payment of the premium of the said bond shall be the obligation of the Association.  The Treasurer shall be elected for a term of two years.  The terms of the Secretary and the Treasurer shall be staggered such that they are elected in alternate years.

On approximately December 1 of each year, the Treasurer shall send out renewal notices.  Reminder notices shall be sent on approximately January 1 and February 1 as needed.  The February notice shall include a statement that membership will be cancelled on March 1 if they have not yet renewed.  On approximately March 1, members shall be notified that their membership has expired and that they have been removed from the membership database.  But membership can still be renewed.

A vacancy in the office of Treasurer will be filled by a qualified member appointed by the Board of Directors.

Section 307:

Four Directors shall be elected by the membership of the Association.  The nominees for two of the positions shall represent school, county, or state education agencies.  The nominees for the remaining two positions may be selected from the membership at large.   Each Director shall be elected for a four-year term.  These terms shall be staggered in such a way that one Director is elected each year.  If a Director resigns from office or is elected an Officer during the term as Director, the runner-up in the Director election that year may be appointed to fill the position until the expiration of the term.  If that individual is unable or unwilling to fill that position, the President, with the approval of the Board of Directors, may appoint an individual to fill the position until the expiration of the term.

Section 308:

Meetings of the Board of Directors shall be held yearly before and/or after the Annual Meeting of the general membership.  Board members should receive notice of the meeting in written form.  Other meetings, which may be held via electronic means, may be called by the President as needed.

Section 309:

A majority of the Board of Directors shall constitute a quorum.

Section 310:

If and when all the members of the Board of Directors shall severally and collectively consent in writing to any action to be taken by the Association, such action shall be as valid as if it had been authorized at a meeting of the Board of Directors.

Section 311:

Vacancies in the Board of Directors shall be filled by appointment made by the remaining Directors, except as provided in Section 307.

Section 312:

No member of the Board of Directors shall be liable to the Association, or any member, or any other person or persons, from any claim of any character resulting from any actions taken or any failure to take action in good faith and believed by them to be authorized by this Constitution or within their discretion or rights or powers conferred upon them by this Constitution.  Each member of the Board of Directors shall be indemnified by the Association against expenses actually and necessarily incurred with the defense of any action; or proceeding in which he or she is made party by reason of his or her being or having been a member of the Board of Directors, except in relation to the matters to which the Director shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties.

Section 313:

If any Officer resigns from office during his/her term, or is unable or unwilling to perform the duties of the office, a vacancy in that position maybe declared by at least two-thirds (6 or more members) of the Board. The vacancy for the office will then be filled as described in the respective section of the Constitution.

Section 401:

A call for nominations will be sent to all members. Candidates, with their approval, will be nominated for Association offices by a committee approved by the President and headed by the Immediate Past Nominations may be submitted to the Nominating Committee by written request of any member in good standing in the Association.

Candidates who have been members of the Association for a minimum of three years are eligible for nomination. The Committee shall ensure that the names of the nominees for each office are printed alphabetically on the ballot.

Section 402:

Elections shall be held annually for the office of Vice-President/President-Elect.   Elections for each of the offices of Secretary and of Treasurer shall be held every two years. However, these elections will be staggered so that either a Secretary or a Treasurer shall be elected each year. One Director will be elected each year.

Section 403:

Elections shall take place prior to the Annual Meeting and will be conducted by secret ballot.  All eligible members, as described in Article II, Section 206, will be mailed ballots no later than thirty (30) days before the Annual Meeting.  Mail ballots may include the use of e-mail and facsimile.  The ballots must be returned no later than fifteen (15) days before the Annual Meeting.

Section 404:

All candidates for office shall be informed of the election results no later than one week prior to the Annual Meeting.  Results of the election are to be announced to the general membership at the Annual Meeting.  The new Officers will officially commence their terms at the end of the Annual Meeting.

Section 501:

The President may appoint members to serve on standing or ad hoc committees.  It shall be the
responsibility of the chair of the committee to keep a record of meetings held and of business transacted
during his or her term.  A copy of this record is to be given to the next chair of the committee and
additional copies filed with the President and Secretary.

Section 502:

The President shall appoint, from among the membership in the Association, an individual or a committee to serve as editor(s) of the Association Newsletter.

Section 503:

The President, with the approval of the Board of Directors, shall appoint an individual, a committee or an organization to serve as the Webmaster for the Association’s website.  The Board shall approve all costs associated with updating and hosting the website.

Section 504:

The President, with the approval of the Board of Directors, shall appoint a group of individuals to serve as the Association’s Membership Committee.  The Treasurer shall serve as the chair of the Committee.

Section 505:

The President, with the approval of the Board of Directors, shall appoint a group of individuals to serve as the Association’s Graduate Student Committee.

Section 601:

All checks, drafts, and orders for the payment of monies shall be signed in the name of the Association by such officers or agents as the Board of Directors may from time to time designate for that purpose.

Section 602:

When the execution of any contract or instrument has been authorized without the authorization of the executive officers, the President or Secretary may execute the same in the name of the Association.  The Board of Directors shall have the power and authority to designate the officers and agents who shall have the authority to execute any instrument on behalf of the Association.

Section 603:

The Association may indemnify any Director or Officer, former director or Officer, or any agent of the Association against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which the Officer or Director is made a party by reason of being or having been such a Director or Officer.

Section 604:

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of the assets of the Association exclusively for the purpose of the Association in such a manner, or to such an organization or organizations, organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations of the Internal Revenue Code under Section 501 (c)(3) of 1954 (or corresponding provision of any future United states Internal Revenue Law), as the Board of Directors shall determine.  Any such assets not so disposed shall be disposed of by the Court of Common Pleas in the county in which the principal officer of the Association is then located.

Section 605:

No part of the net earnings of the Association shall inure to the benefit of any member, trustee, Director, or Officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association), and no member, trustee or Officer shall be entitled to share in the distribution of any of the Association’s assets upon dissolution of the Association.

Section 606:

The Treasurer shall ensure that any reporting or updating requirements associated with the Association’s status as a Section 501(3)(c) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) are followed.

Section 701:

Amendments to this Constitution may be initiated in any of the following ways:

  1. The Board of Directors may formulate amendments and submit them, with any arguments it chooses, to the members in good standing for action by ballot.
  2. Any one percent of members in good standing, as sponsors, may submit, in writing to the Board of Directors, a proposed amendment or amendments signed by the sponsors.  This includes any members of the Board of Directors. The Board of Directors shall then submit the proposed amendment(s), including any arguments advanced by its sponsors, with the Committee’s arguments and recommendations to the members in good standing of the Association for action by ballot.

Section 702:

The text(s) of the proposed amendment(s), with explanations and arguments, a ballot, and a request for a mailed vote shall be sent by first-class mail to the members in good standing of the Association for action by ballot.  Mail ballots may include e-mail and facsimile.  At least thirty (30) days must elapse between the date on which the proposal is sent to the members and the date on which the vote is counted.

Section 703:

An affirmative vote by two-thirds of the members returning ballots within thirty days shall be sufficient for acceptance or an amendment.  The Secretary shall supervise the count and certify the results.  The results of the vote shall be reported to the members by mail.

Section 704:

An amendment to the Constitution becomes effective upon acceptance unless otherwise specified on the

Section 705:

The Board of Director or their designees shall conduct an annual review of the Constitution at least six months prior to the Annual Meeting to ensure that it is consistent with the current mission and practices of the Association.

Adoption of Constitution and Amendments: April 19, 1986

Amended: April 6, 1988

Amended: April 5, 1994

Amended: April 6, 2006

Amended: January 29, 2015