Bylaws of the American Educational Studies Association, Inc.
ARTICLE I. NAME AND PURPOSES
1. 1 Name. The name of this Corporation shall be the AMERICAN EDUCATIONAL STUDIES ASSOCIATION, INCORPORATED.
1.2 Purpose. The Corporation is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. It has been established as a nonpro t corporation whose purposes are:
1.2.1 To promote the academic study of educative processes, educational policy, and the school as a fundamental societal institution. All analytical and interpretative approaches appropriate for the academic study of education shall be encouraged in the membership;
1.2.2 To increase collaboration in the field of educational studies by providing contacts between scholars of education and those from other disciplines who have an interest in the field of education;
1.2.3 To promote the improvement of teaching and research in areas related to educational studies;
1.2.4 To facilitate the publication and dissemination of the results of such research; and
1.2.5 To cooperate wherever possible with organizations of professional educators.
1.3 Limitations on the Activity of the Corporation. The Corporation is empowered to
do and perform all acts reasonably necessary to accomplish the purposes of the
Corporation. The Corporation shall not carry on any other activities not permitted to be
carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3)
of the Internal Revenue Code of 1986 (or the corresponding provision of any future
United States Internal Revenue law) or (b) by a corporation contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue law).
1.4 Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation as described in these Bylaws. Except as an insubstantial part of its activities, the Corporation shall not attempt to influence legislation of any city, county, state or federal government, by contacting or urging the
public to contact members of a legislative body for any purpose or advocating the
adoption or rejection of legislation.
1.5 Dissolution. Upon the dissolution or final liquidation of the Corporation,the assets of the Corporation remaining after satisfaction of the Corporation's obligations and liabilities shall be distributed to any organization selected by the Corporation's Board of Directors which at the time of distribution is qualified as a Section 501(c)(3) corporation under the Internal Revenue Code, and no assets of the Corporation shall inure to any director, officer or member of the Corporation or any other individual.
1.6 Affiliations. The Corporation shall be a Council Member of the Council of Social Foundations of Education (CSFE) so long as the purposes of the CSFE remain congruent with the purposes of the Corporation. Representatives from the membership of the Corporation shall be appointed or elected as per the practices of CSFE.
1.6.1 The Corporation shall have the authority to recognize affiliations with other organizations focused on the field of educational studies and consistent with the purposes of the Corporation.
ARTICLE II. MEMBERSHIP
2.1 Membership. The Corporation will have members, but no shares of stock shall be issued. All persons interested in and willing to further the purposes of the Corporation as set forth in Article 1.2 are eligible for membership. Categories of membership shall be determined by the Executive Council. All members in good standing (except institutional members) are voting members of the Corporation.
2.2 Rights and Privileges of Membership. All voting members shall have the full rights and privileges of members of the Corporation, and shall have an equal opportunity to be elected to office and to serve on committees, commissions, and boards.
2.3 Dues. Membership dues shall be determined by the Executive Council. A raise in dues shall not be retroactive and shall be effective at the beginning of a forthcoming membership year. Members shall be considered to be in good standing provided only that their dues are paid for the membership year. Dues shall be for the calendar year and shall be due on 1 January of each year.
ARTICLE III. OFFICERS AND STAFF
3.1 General Requirements for Officers:
3.1.1 Nominees for office shall be members of the Corporation in good standing
at the time of nomination and, if elected, shall maintain membership in the
Corporation during their term of office;
3.1.2 Removal. Any staff member who fails to maintain membership in the Corporation or who fails to satisfactorily perform the duties required by his or her position may be removed from his or her position by a vote of two-thirds of the Executive Council present and voting;
3.1.3 No person shall hold more than one elected office simultaneously;
3.1.4 Elected officers (as defined in Section 3.2) shall be ineligible for any other elected office until one year after the expiration of their term.
3.2 Elected Officers. All elected officers are voting members of the Executive Council.
The offices of Vice-President and At-Large Members of the Executive Council will be
filled by elections by members of the Corporation. The offices of Secretary and Treasurer shall be filled by an election by members of the Executive Council.
3.2.1 The Vice President shall be elected for a one-year term and shall become
President-Elect the following year and otherwise participate in the presidential succession set forth in Section 3.3 (and as such, the person elected to the office of Vice President shall serve a term of four years as a member of the Executive Council). The Vice President shall serve on the Program Committee and shall assist its Chair (President-Elect) in organizing the Annual Convention. The Vice-President shall preside at meetings of the Corporation and the Executive Council in the absence of the President and the President-Elect, and shall assume the office of President-Elect should there be a vacancy in that position. The Vice President shall perform all other duties from time to time may that be assigned to him or her by the Executive Council.
3.2.2 Secretary. The Secretary shall be elected for a three-year term (and may be
reappointed by the Executive Council for additional terms if they are interested) and shall
keep the minutes and current records of the Corporation and the Executive Council and
the committees of the Executive Council; shall see that all notices are duly given in
accordance with the provisions of these Bylaws and as required by law; shall conduct
elections in collaboration with the Communications Director; shall be custodian of the
records and the seal of the Corporation and affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal; shall keep accurate membership
rosters; shall see that the books, reports, statements, and other documents and records
required by law to be kept and filed are properly kept and filed; shall conduct
membership campaigns; and shall perform all the duties incident to the office of
Secretary and such other duties as may from time to time be assigned to him or her by the Executive Council.
3.2.3 Treasurer. The Treasurer shall be elected for a three-year term (and may be
reappointed by the Executive Council for additional terms if they are interested) and shall
receive all money of the Corporation and provide for its safekeeping in a reliable bank;
pay all authorized warrants; keep a record of all receipts and expenditures of the
Corporation; file appropriate tax forms; prepare a financial report after each fiscal year
for presentation at the Executive Council Meeting and distribution to the membership at
the Annual Business Meeting; make initial budget proposals; shall serve as managing
editor of the official journal of the corporation; review and sign annual convention
contracts, and shall perform all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the Executive Council.
3.2.4 Three At-Large Members of the Executive Council shall be elected each year for three-year terms. The duties of the Executive Council are enumerated in Article 4, below.
3.3 Executive Officers. The executive officers of the Corporation are the President-Elect, President, and Immediate Past President who are voting members of the Executive Council.
3.3.1 The chief executive officer of the Corporation shall be the President, who shall succeed for a one-year term to the position from the office of the President-Elect. The President shall have the general and active management of the business of the Corporation and general and active supervision and direction over the other officers, staff, agents and employees and shall see that their duties are properly performed. The President shall preside at annual business meetings of the Corporation and meetings of the Executive Council. The President shall perform all duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be assigned to him or her by the Executive Council. The President shall become the Immediate Past President upon the end of his or her term as President and shall serve as a voting member of the Executive Council in that capacity for a one-year term after serving as President. The Immediate Past President shall have such duties and obligations as may from time to time be assigned to him or her by the Executive Council or the President.
3.3.2 The senior executive officer of the Corporation shall be President-Elect who shall
succeed for a one-year term to that position from the office of Vice President. The
President-Elect shall chair the Program Committee, shall appoint its members, and shall
be responsible for organizing the annual convention. The President-Elect shall preside at
business meetings of the Corporation and meetings of the Executive Council in the
absence of the President, and shall assume the office of President should there be a
vacancy in that position. Completion of another President's term shall not affect the
President-Elect's right to serve as President for a normal term. The President-Elect shall
perform all duties as from time to time may be assigned to him or her by the Executive
Council.
3.4 Staff. The following staff shall be appointed by the Executive Council for three-year
terms, and may be reappointed: Communications Director; Editor(s) of the official
journal of the Corporation; Historian; Site Selection Coordinator; Book Exhibit
Coordinator, and Graduate Student Coordinator.
3.4.1 The Communications Director shall maintain and update the website, collecting
information from relevant officers, staff, and committee members in a timely fashion; aid
the Program Chair with the use of the conference submission software; facilitate
communication among the membership; work with the Secretary to run the online
elections; and inform membership with weekly news and updates via the listserv. The
Communications Director shall receive a discretionary budget (the amount to be
determined by the Executive Council) in order to maintain and update the website.
3.4.2 The Editor(s) of the official journal of the Corporation shall recommend members
of respective editorial Council (Sec. 5.2.1); shall establish the policies of the respective
journals with the concurrence of the Executive Council; shall be responsible for all
matters related to publication for the respective journal; and shall submit to the Executive
Council annual reports of the journal’s activities, and a proposed budget for the operation of the journal.
3.4.3 The Historian(s) of the Corporation shall maintain the historical records of the Corporation; shall provide documents or copies of documents at the request of the President or other officers; and shall, at the direction of the Executive Council, publish historical information about the Corporation.
3.4.4 The Site Selection Coordinator of the Corporation shall investigate appropriate convention sites, under the direction of the Executive Council; shall be empowered to make the initial contract agreements with the convention-site hotels; shall serve as a consultant to the President-Elect in her or his role as Chair of the Program Committee; and shall assist the President-Elect with contract issues with the Convention hotel.
3.4.5 The Book Exhibit Coordinator shall contact publishers to display books at the Annual Convention; shall be responsible for the Book Exhibit at the Annual Convention; shall arrange special author sessions at the convention; shall coordinate exhibit volunteers and interns; and shall turn over to the Treasurer all receipts from fees and sales of books.
3.4.6 The Graduate Student Coordinator shall reach out to, and work with, graduate
students in the organization to address their unique concerns, foster collegial
relationships, provide resources and mentoring opportunities, and socialize them into the
field of foundations of education.
3.4.7 The Executive Council may appoint additional staff and employees (to carry on the work of the Corporation).
3.5 Effective Terms of Office: Newly elected officers, and officers in the presidential
succession, shall take their respective offices at the first meeting of the Executive Council
following the Annual Business Meeting. They shall end their terms three years later after
the first meeting of the Executive Council at the convention. The terms of office of
officers may also end upon their earlier retirement or removal.
3.6 Resignation. Any officer or staff of the Corporation may resign at any time by
giving written notice of his or her resignation to the Executive Council or the Secretary.
Any such resignation shall take effect at the time specified therein or, if no time is
specified therein, immediately upon its receipt; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
3.7 Vacancies. A vacancy in any staff position, whether arising from death, resignation,
removal or any other cause, may be filled for the unexpired portion of the term of the
position which shall be vacant, in the manner prescribed in these Bylaws for the
appointment for such position. Vacancies in offices of elected officers shall be filled
pursuant to Article 4.6 and vacancies in offices of executive officers shall be filled
pursuant to Article 3.3.
3.8 Records. All officers and staff of the Corporation shall maintain records of their
office throughout their terms; at the expiration of their terms, they shall submit these
records to their successors. Older records shall be submitted to the Historian.
3.9 Officers' Bonds or Other Security. If required by the Executive Council, any
officer or staff of the Corporation shall give a bond or other security for the faithful
performance of his or her duties, in such amount and with such surety or sureties as
the Executive Council may require.
3.10 Publications. Official publications of the Corporation shall be managed by editors
and advisory boards as provided in these Bylaws. All revenues generated by the
publications belong exclusively to the Corporation and are governed by the provisions of
these Bylaws.
3.10.1 Advertising. As agents of a tax-exempt incorporation described in Section 501(c)
(3) of the Internal Revenue Code, editors and other staff associated with Corporation
publications may only solicit or accept advertising which promotes the tax-exempt
educational purposes of the corporation, including, but not limited to, the advertising of
scholarly books and academic journals related to the study of education. If the
educational function of the advertising is deemed incidental to the controlling aim of
stimulating demand for the advertised products and differs in no essential respect from
the informational function of any commercial advertising, it must be treated as Unrelated
Business Income and will be subject to Federal Tax under IRS Regulation
#1.513(d)(4)(iv)..
3.10.2 Educational Studies shall be the official journal of the Corporation. It shall
primarily publish articles related to the scholarly concerns of the Corporation, reviews of
books, and other media of interest to the membership, and shall publish the annual
presidential address, the annual R. Freeman Butts lecture, and the annual Kneller lecture.
3.10.3 The Executive Council shall have the authority to enter into contracts with other journals that publish articles related to the scholarly concerns of the Corporation.
3.10.4 Other publications may be authorized by the Executive Council, which shall name an editor or editors and stipulate a budget. All royalties and other revenues accruing from such publications shall be returned to the general funds of the Corporation, or to such special funds as may be authorized and designated by the Executive Council.
ARTICLE IV. EXECUTIVE COUNCIL
4.1 Members of the Executive Council. The voting members of the Executive Council shall be the elected officers and executive officers (Secs. 3.2 and 3.3), and shall not consist of fewer than seven (7) members.
4.2 Powers. The business and affairs of the Corporation shall be managed by the
Executive Council. The Executive Council may exercise all such authority and on such
powers set forth in the Certification of Incorporation, these Bylaws or the Delaware
General Corporation Law (the “Statue”). The Executive Council shall be the principal
policy-making body of the Corporation and shall adopt rules and regulations necessary
for the conduct and maintenance of the Corporation; shall approve Bylaws of the
Corporation; shall appoint the staff authorized in Article 3 and appoint committee,
commission, and board members where authorized; and shall have control and
management of the funds of the Corporation and shall determine the annual dues, the
convention registration fees, and other assessments.
4.3 Executive Council Meetings.
4.3.1 Place of Meeting. Executive Council meetings may be held within or without the State of Delaware, as the Executive Council may from time to time determine or shall be specified in the notice or waiver of notice of such meeting.
4.3.2 There shall be at least two meetings of the Executive Council held during the
Annual Convention, one of which shall be held immediately after the Annual Business
Meeting for the purpose of organization, the appointment of staff of the Corporation, and
the transaction of other business. A third meeting of the Executive Council will be held
during the annual meeting of the American Educational Research Association.
4.3.3 Other Regular Meetings may be called by a majority of the voting members of
the Executive Council at such time and at such place as the Executive Council may
determine from time to time. If any day fixed for a meeting of the Executive Council
shall be a legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at the same hour on the next
succeeding business day. Notice of such meetings of the Executive Council need not be
given except as otherwise required by the Statute or these Bylaws.
4.3.4 Special Meetings of the Executive Council may be called by one or more of the members of the Executive Council.
4.3.5 Notice of each special meeting of the Executive Council and of each regular meeting of the Executive Council for which notice shall be required shall be given by the Secretary, or any duly authorized officer, by delivery to each member either personally, by telephone, by electronic mail or by fax, at least twenty-four hours before the time at which such meeting is to be held or by first class mail, postage prepaid, addressed to him or her at his or her residence, or usual place of business, at least three days before the day on which such meeting is to be held, and such notice shall state the time and place of the meeting.
4.3.6 Waiver of Notice. Notice of any such meeting shall not be required to be given to
any member of the Executive Council who shall attend such meeting in person and shall
not, at the beginning of such meeting, object to the transaction of any business because of lack of notice to him or her or because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice. Except as otherwise specifically required by these Bylaws, neither the business to be transacted at, nor the purpose of any regular or special meeting need be specified in a written waiver or notice.
4.3.7 Quorum. A majority of the voting members of the Executive Council shall be
present in person at any meeting of the Executive Council in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by the Statute or the Certificate of Incorporation, the act of a majority of the voting members of the Executive Council present at any meeting at which a quorum is present shall be the act of the Executive Council. In the absence of a quorum at any meeting of the Executive a majority of the members present thereat, or if no member is present, the Secretary, may adjourn such meeting to another time and place, or such meeting, unless it is the first meeting of the Executive Council after the Annual Business Meeting, need not be held. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
4.3.8 Organization. At each meeting of the Executive Council, the President, or, in his
or her absence or inability to act, the President-Elect, or, in his or her absence or inability to act, the Vice President, or in his or her absence or inability to act, another member chosen by a majority of the voting members present shall act as chair of the meeting and preside there at. The Secretary or, in his or her absence or inability to act any person appointed by the chair shall act as secretary of the meeting and keep the minutes thereof and shall distribute them to members of the Executive Council at least two months prior to the next Executive Council meeting. Minutes shall be made available upon request to any member of the Corporation in good standing.
4.3.9 Agendas. The President shall prepare the agendas for the Executive Council meetings.
4.3.10 Rules of Order. Robert’s Rules of Order, current edition, shall be used to conduct meetings of the Executive Council.
4.4 Action Without Meeting. Any action required or permitted to be taken at any
meeting of the Executive Council or any committee thereof may be taken without a
meeting if all members of the Executive Council or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Executive Council or committee.
4.5 Membership Ratification. In addition to actions required by the Statute to be
presented to the members of the Corporation for a vote, policy decisions of the
Executive Council shall be presented to the membership for ratification at the Annual
Business Meeting whenever one-third of the Council members present and voting
request to do so.
4.6 Vacancies. Vacancies in the offices of Vice President, Secretary, Treasurer and
the At-Large Members of the Executive Council may be filled as follows: The President
may either recommend a replacement or direct the Nominations Committee to nominate
replacement candidates to fill the vacancy, which replacement shall be approved by a
majority of the voting members of the Executive Council then in office, though less than
a quorum, or by a sole remaining voting member, and the voting members so chosen
shall hold office until the next election and until their successors are duly elected and
shall qualify, unless sooner displaced. Except as otherwise provided in these Bylaws,
when one or more voting member(s) shall resign from the Executive Council, effective at
a future date, a majority of the voting members then in office, including those who have
so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations shall become effective, and each so
chosen shall hold office as provided in this Section for the filling of other vacancies.
4.7 Resignations. Any voting member of the Executive Council may resign at any time
(which such resignation must be with regard to both such person’s membership on the
Executive Council and such person's elected office) by giving written notice of his or her
resignation to the Executive Council. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
4.8 Compensation. The Executive Council shall have authority to fix the Compensation, including fees and reimbursement of expenses, of members of the Executive Council, elected officers and staff, for services to the Corporation in any capacity.
ARTICLE V. COMMITTEES, COMMISSIONS, AND BOARDS
5.1 Committees of the Executive Council. The Executive Council may, by resolution
passed by a majority of the whole Council, designate one or more committees, each
committee to consist of one or more of the voting members of the Executive Council.
The Executive Council may designate one or more voting members of the Executive
Council as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or disqualification
of a member of a committee, the members thereof present at any meeting of such
committee and not disqualified from voting, whether or not they constitute a quorum of
the committee, may unanimously appoint another voting member of the Executive
Council to act at the meeting in place of any absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the resolution of
the Executive Council, shall have and may exercise all the powers and authority of the
Executive Council in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may require it.
The committees of the Executive Council shall include:
5.1.1 Nominating Committee. The Executive Council shall select a Nominating Committee of not fewer than five members, and shall name the chair of the committee from among those selected. The Nominating Committee shall perform the duties outlined in Article VII, Elections.
5.1.2 Program Committee. The Program Committee shall be appointed each year by the President-Elect, who shall serve as its Chair. The Program Committee is responsible
for reviewing conference submissions and for planning and conducting the Annual
Convention.
5.2 Advisory Committees, Commissions and Boards. The Corporation shall have such advisory committees, commissions and boards (which shall provide advisory and nonmanagement services to the Corporation) as may be provided herein or otherwise
provided by resolution of the Executive Council. Appointees to advisory committees,
commissions, and boards of the Corporation shall be members of the Corporation at the
time of their appointment and shall maintain their memberships throughout their
appointments. Failure to maintain membership or to perform committee, commission, or
board duties satisfactorily shall be reason for removal from office upon a two-thirds vote
of the Executive Council present and voting.
5.2.1 Committee on Academic Standards and Accreditation (established 1978). The Committee on Academic Standards and Accreditation has responsibility for maintaining and, when appropriate, updating, the Standards for Academic and Professional Instruction in Foundations of Education, Educational Studies, and Educational Policy Studies. Its other duties include:
5.2.1.1 making professional educators aware of the Standards;
5.2.1.2 educating foundations of education faculties regarding the use of the Standards;
5.2.1.3 gain support of accreditation and state departments of education in the general enforcement of the Standards.
The Committee will consist of nine members, six of whom will serve staggered threeyear
terms so that two of these members will be replaced annually. In addition, one-year
terms will be served by each of the following: an international representative, a specific
appointee of the President, and a specific appointee of the president of the Council of
Social Foundations of Education (CSFE). The committee shall annually solicit
nominations for new members from the Corporation membership and shall elect from
these nominees new appointees to be recommended for approval by the Executive
Council. The committee shall elect a chair from its members to serve a two-year term.
5.2.2 Editorial Advisory Board. The Editorial Advisory Board of the official journal of
the Corporation shall each consist of eighteen members recommended by the Editor of
Educational Studies, and appointed by the Executive Council. The term of office shall be
three years and the appointments to office shall be staggered so that six of the members
are appointed each year. The Board shall establish policy for and advise the Editor on the operation of the respective journals.
5.2.3 Butts Lecture Advisory Committee. The Butts Lecture Advisory Committee
shall recommend individuals for consideration by the Executive Council as Butts
Lecturers. Butts lecturers shall be (1) persons who have made significant contributions to
the study of education as a field of academic inquiry; (2) scholars who have addressed the substantive human and societal concerns about education as process and institution; and (3) individuals recognized for their leadership, teaching, and service within the
foundations of education or one or more of the constituent disciplines.
5.2.3.1 The President-Elect shall appoint a Butts Lecture Advisory Committee to the Annual Convention. The committee will consist of not fewer than five persons.
5.2.3.2 Butts Lecturers shall be selected according to the following procedures:
5.2.3.2.1 The Advisory Committee shall solicit nominees from the corporation's
membership through information provided in weekly updates or other effective means;
5.2.3.2.2 The Advisory Committee shall look for nominees within the membership but
is not limited to Corporation members in determining its recommendations;
5.2.3.2.3 The Executive Council shall recommend one or more nominees to the Program Committee Chair (President-Elect);
5.2.3.2.4 The subsequent invitation to a Butts Lecture nominee shall be extended by the President-Elect who shall have discretion to invite another individual from the Committee's list if the Executive Council's nominee is not available. The final selection and acceptance shall be made at least six months prior to the next Annual Convention. By January 1st immediately following the lecture, the Butts Lecturer will submit a completed manuscript of the lecture to the editor of Educational Studies.
5.2.4 Kneller Lecture Advisory Committee. The Kneller Lecture Advisory Committee shall recommend individuals for consideration by the Executive Council as Kneller Lecturers. Kneller lecturers shall be individuals recognized for their leadership, teaching, and service within the study of philosophy of education.
5.2.4.1 The President-Elect shall appoint a Kneller Lecture Advisory Committee to the Annual Convention. The committee will consist of not fewer than five persons.
5.2.4.2 Kneller Lecturers shall be selected according to the following procedures:
5.2.4.2.1 The Advisory Committee shall solicit nominees from the Corporation's
membership through information provided in weekly updates or other effective means;
5.2.4.2.2 The Advisory Committee shall look for nominees within the membership but is not limited to Corporation members in determining its recommendations;
5.2.4.2.3 The Executive Council shall recommend one or more nominees to the Program Committee Chair (President-Elect);
5.2.4.2.4 The subsequent invitation to a Kneller Lecture nominee shall be extended by the Program Committee Chair, who shall have discretion to invite another individual from the Committee's list if the Executive Council's nominee is not available. The final selection and acceptance shall be made at least six months prior to the next Annual Convention. By January 1st immediately following the lecture, the Kneller Lecturer will submit a completed manuscript of the lecture to the editor of Educational Studies.
5.2.5 Critic's Choice Book Award Selection Commitee Committee. The Critic's Choice BookAward Selection Committee shall submit to the Book Exhibit Coordinator a list of newand recent books in the foundations of education or its constituent disciplines that itconsiders of particular merit and worthy of particular notice at the annual meeting. Theselections shall be chosen from a list of books nominated by the membership and
reviewed by the selection committee. The Book Exhibit Coordinator shall invite the book
publishers to feature the books in the Book Exhibit and shall publish the Committee's
recommendations. The two co-chairs of the selection committee shall each serve a term
of two years, with one co-chair appointed each year from the membership of the
Executive Committee. If the co-chair completes her or his elected term on the Executive
Committee, the co-chair shall serve as an ex-officio member of the Executive Committee
until the two-year term is completed.
5.3 Duties of Chairpersons of Committees, Commissions and Boards. Chairpersons of committees, commissions, and boards shall make annual business and financial reports to the Executive Council; shall maintain operating records throughout their terms of appointment; and, at the expiration of their terms, shall submit those records to their successors. Older records shall be submitted to the Historian.
ARTICLE VI. INDEMNIFICATION
6.1 Indemnification of Officers, Executive Council Members and Staff
6.1.1 Officers, Executive Council Members, and Staff. The Corporation shall
indemnify to the fullest extent permitted by law, any person who is made, or is threatened
to be made, a party to or witness in, or is otherwise involved in, any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal, administrative,
investigative, or otherwise (including any action, suit or proceeding by or in the right of
the Corporation) by reason of the fact that:
6.1.1.1 the person is or was an officer, Executive Council member or staff of the Corporation or any of its subsidiaries;
6.1.1.2 the person is or was serving as a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation or any of its subsidiaries; or
6.1.1.3 the person is or was serving, at the request of the Corporation or any of its
subsidiaries, as an officer, Executive Council Member, or as staff or as a fiduciary of an
employee benefit plan of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), liability, loss, judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, upon a plea of nolo contendere or equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect of any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
6.1.2 Employees and Other Agents. The Corporation may indemnify its employees and other agents to the fullest extent permitted by law.
6.1.3 Nonexclusivity of Rights. The rights conferred on any person by this paragraph shall be in addition to any rights to which a person may otherwise be entitled under any certificate of incorporation, bylaw, agreement, the Statute, policy of insurance, vote of Executive Council, or otherwise.
6.1.4 Advancement of Expenses. The right to indemnification under this Section shall
be a contract right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its disposition; provided,
however, that, if the Statute requires, the payment of such expenses incurred in advance
of the final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such indemnified person to repay all
amounts so advanced if it shall ultimately be determined that such indemnified person is
not entitled to be indemnified under this Section or otherwise.
6.1.5 Survival of Rights. The rights conferred on any person by this paragraph shall continue as to a person who has ceased to be an officer, Executive Council member, staff, employee or agent of the Corporation; and shall inure to the benefit of the heirs, executors and administrators of such person.
6.1.6 Amendments. Any repeal of this Article VI shall be prospective only and no repeal or modification of this Article VI shall adversely affect any right or protection that is based upon this Article VI and pertains to an act or omission that occurred prior to the time of such repeal or modification.
ARTICLE VII. ELECTIONS
7.1 Frequency. Elections shall be held annually at the Annual Business Meeting.
7.2 Procedure:
7.2.1 The Nominating Committee shall be established according to the provisions outlined in Article 5.1.1, and its membership shall be announced to the membership of the Corporation.
7.2.2 The Nominating Committee shall prepare a slate of nominees for office by formally soliciting nominations from the membership of the Corporation, and by its own deliberations. The slate shall consist of at least two persons for each office to be filled. Members of the Nominating Committee shall not be eligible for nomination for office.
7.2.3 The Nominating Committee shall insure that the slate broadly represents membership characteristics. Nominees must be members of the Corporation in good standing at the time of their nomination and shall have indicated their consent and commitment to be nominees.
7.2.4 The Secretary, in coordination with the Communications Director, shall
electronically distribute to the membership the slate of nominees, including a
biographical sketch of each nominee, with the notice of the Annual Business Meeting.
7.2.5 The Secretary and Communications Director shall conduct the elections of the
Society electronically prior to the Annual Convention and together certify the election
results. The nominees receiving the plurality of votes for an office shall be declared
elected. In the case of a tie vote, a second election during the Annual Business Meeting
shall determine the elected candidate. Once the election process is complete, the results
shall be submitted to the President to be announced at the Annual Business Meeting.
ARTICLE VIII. MEETINGS OF THE MEMBERS OF THE CORPORATION
8.1 Annual Conventions. The members of the Corporation shall meet annually at the
Annual Convention. The Executive Council shall set the time and place of the Annual
Convention, and shall announce the time and place at soon as feasible before the Annual Convention and indicate the locations for upcoming Conventions on the Corporation website. To the extent possible, locations for the Annual Convention will be determined five years in advance of the Convention. Such conventions may be held in conjunction with other organizations whose purposes are congruent with the purposes of the Corporation. The program of the Annual Convention will be planned by the President- Elect and the Program Committee, as provided in Articles 3.2.1, 3.3.1
and 5.1.2.
8.2 Annual Business Meeting. The Annual Business Meeting of the members of the
Corporation shall be held during the Annual Convention for the announcement of elected
officers and members of the Executive Council and for the transaction of such other
business as may come before the meeting, at such date, time, and location during the
Annual Convention as the Executive Council shall designate. At such Annual Business
Meeting, actions of the Executive Council shall be announced; the financial report of the
Corporation shall be distributed; members attending the Annual Business Meeting shall
decide upon all matters provided for in Article 4.5; and members may direct the
Executive Council to take action on matters arising from the floor.
8.3 Special Meeting. Special meetings of the members of the corporation, unless otherwise prescribed by the Statute, may be called at any time by the Executive Council or the President and shall be called by the President or Secretary at the request in writing of at least 25% of the voting members of the Corporation.
8.4 Quorum. A minimum of one-third of the voting members of the Corporation
present in person or by proxy shall constitute a quorum for the transaction of any
business at any meeting of the members of the Corporation. In the absence of a quorum, a majority of the voting members of the Corporation present in person or by proxy, or if no such voting member is present, then any officer of the Corporation may adjourn the
meeting. At any such adjourned meetings at which a quorum may be present, any
business may be transacted which might have been transacted at the meeting as originally
called.
8.5 Voting. Except as otherwise required by the Statute or in the Certificate of
Incorporation, each voting member of the Corporation shall be entitled to one vote. Each
member is entitled to vote electronically during the specified voting period or in person at
the convention. Members of the Corporation may authorize another person or persons to
act for him or her by Proxy in the event of a vote during the Business Meeting at the
Annual Convention. Any such proxy shall be delivered to the Secretary of the meeting at
or prior to the time designated in the order of business for so delivering such proxies.
Except as otherwise provided by the Statute, these Bylaws, or the Certificate of
Incorporation, any corporate action to be taken by the vote of the members of the
Corporation shall be authorized by a majority of the total votes cast by the members
present in person or by proxy and entitled to vote on such action.
8.6 Organization. At each meeting of the members of the Corporation, the President, or
in his or her absence or inability to act, the President-Elect, shall act as chair of the
meeting. The Secretary, or in his or her absence or inability to act, any person appointed
by the chair of the meeting, shall act as secretary of the meeting and keep the minutes
thereof, and shall distribute them to members of the Executive Council at least two
months prior to the next Executive Council meeting. Minutes shall also be posted on the
Corporation website.
8.7 Notice of Meetings. Notice of the place, date and time of the holding of each
Annual Business Meeting and special meeting of the members of the Corporation and, in
the case of a special meeting, the purpose or purposes thereof, shall be given personally or by email to each member of the Corporation in good standing, not less than twenty (20) nor more than sixty (60) days before the date of such Annual Business Meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, a notice of the adjourned meeting shall be given to each voting member of the Corporation.
8.8 Waiver of Notice. Notice of a meeting shall not be required to be given to any
member who shall attend such meeting in person or by proxy and shall not, at the
beginning of much meeting, object to the transaction of any business because of lack
of notice to him or her or because the meeting is not lawfully called or convened, or
who shall, either before or after the meeting, submit a signed waiver of notice, in
person or by proxy. Neither the business to be transacted at, nor the purpose of the
Annual Business Meeting or special meeting of the members of the Corporation need
be specified in a written waiver or notice.
8.9 Agendas. The President shall prepare the agendas for the Annual Business Meeting and all special meetings of the members of the Corporation.
8.10 Rules of Order. Robert's Rules of Order, current edition, shall be used to conduct the Annual Business Meeting and all special meetings of the members of the Corporation.
8.11 List of Members. The Secretary of the Corporation shall prepare and make, at least ten days before the Annual Business Meeting, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each member. Such list shall be open to the examination of any member, for purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any member who is present.
8.12 Action by Written Consent. Any action which is required to be or may be taken at
any meeting of members of the Corporation may be taken without a meeting, without
prior written notice to members and without a vote if consents in writing, setting forth the
action so taken, shall have been signed by the members having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all members entitled to vote thereon were present and voted.
8.13 Duration and Revocation of Consents. Consents to corporate action shall be valid for a maximum of sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner provided in Section 228(c) of the Statute. Consents may be revoked by written notice (i) to the Corporation, (ii) to the member or members soliciting consents or soliciting revocations in opposition to action by consent proposed by the Corporation (the "Soliciting Members"), or (iii) to a proxy solicitor or other agent designated by the Corporation or the Soliciting Members.
8.14 Notice of Action by Consent. The Corporation shall give prompt notice to the members of the Corporation of the result of any consent solicitation or the taking of the corporate action without a meeting by less than unanimous written consent.
ARTICLE IX. FINANCES
9.1 Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30. Members shall receive a financial report of the Corporation at the Annual Business Meeting.
9.2 Financial Authority. Revenues of the Corporation shall be disbursed only by direction of the Executive Council.
9.3 Limitations. Revenue accruing to the Corporation shall be used exclusively for the work of the Corporation. No part of the income of the Corporation shall be paid to any member as wages or salary, but officers and others performing duties for the Corporation may be reimbursed for expenses related to their duties.
9.4 Audits. The Corporation's financial accounts, including the accounts of its official publication(s), shall be occasionally audited according to procedures established by the Executive Council.
9.5 Special Funds. All royalties collected from the publication of Pride and Promise: Schools of Excellence for All the People (Corporation, 1984) shall be collected in the Maxine Greene Fund. Interest accrued in the Maxine Greene Fund shall be used exclusively to promote further publications dedicated to informing public debate on educational issues of concern to the Corporation and its members. The Maxine Greene Fund is under the exclusive authority of the Executive Council.
ARTICLE X. AMENDMENTS
10.1 Procedure. Amendments or other necessary changes to these Bylaws may be
recommended for approval by the Executive Council, or may be proposed by a minimum
of twenty members of the Corporation in good standing who may submit amendments in
writing to the Executive Council. The Executive Council shall direct the Secretary to
distribute the proposed amendments to the membership, together with an explanation of
the amendments, with or without recommendation, with the notice of Annual Business.
10.2 Meeting. Amendments or other necessary changes shall be adopted if approved by two-thirds of the members voting, and shall be effective immediately upon such vote.
ARTICLE XI. MISCELLANEOUS
11.1 Seal. The Executive Council shall provide a corporation seal, which shall be in the form of the name of the Corporation and the words and figures "Corporate Seal American Educational Studies Association, Incorporated Delaware".
11.2 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that the records so
kept can be converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to inspect the same.
I, the undersigned, Secretary of the Corporation, do hereby certify that the foregoing is a
true, complete, and accurate copy of the Bylaws of American Educational Studies
Association, Incorporated, duly adopted by unanimous consent of the Executive Council
on the 27th day of October 2010, and I do further certify that these Bylaws have not sincebeen altered, amended, repealed, or rescinded, and are now in full force and effect.
Secretary
October, 2010