Bylaws of the Academy for Educational Studies
Article 1: Name of Corporation
The name of this organization shall be the Academy for Educational Studies. The organization shall be referred to within this document as AES.
Article II: Statement of Purpose and Objectives
The mission of AES is to foster a community of inquirers and provide a public space for debate and dialogue about important questions in education. AES encourages those interested in education, teaching, and learning to engage in thoughtful reflection, discussion, and critique of educational theory and practice. AES sponsors conferences, publishes important articles and books, and conducts other events and activities.
AES is organized exclusively for educational purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III: No Membership Class
Section 1.
AES shall have no members who have the right to vote or otherwise have title to or interest in AES or any of its subsidiaries.
Section 2.
The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals who register for and pay to attend an AES conference, individuals who pay a nominal annual fee, or any individual, business, or other organization that seeks to support the mission of AES.
Section 3.
Any dues for affiliates shall be determined by the Board of Directors.
Article IV: Officers
Section 1.
The officers of AES shall be a President, a Vice President, and an Executive Director.
Section 2.
The President and Vice President shall be elected from the Board of Directors, and each will serve a two-year term. The President can serve no more than two terms consecutively, as President; the Vice-President can serve no more than two terms consecutively, as Vice-President.
Section 3.
The Executive Director shall be appointed by the Board of Directors and serve at the Board’s pleasure. The Executive Director shall be the Executive Officer, Treasurer, and Secretary of AES:
As Executive Officer, the Executive Director shall
- Prepare the annual financial report and the annual budget under the supervision of the Board of Directors
- See that annual conferences, other AES activities, and other workings of AES are carefully planned and organized
- Make contracts
- Select full or part-time employees to assist in the operations of AES
As Treasurer, the Executive Director shall
- Serve as custodian of AES funds and be responsible for the deposit of all coin, currency, checks and other negotiable items, as well as any electronic transfer of funds, with banks approved by the Board of Directors
- Have custody of the books of AES, ensuring that they contain a full and accurate account of all monies received and disbursed, as well as other required records
As Secretary, the Executive Director shall
- Maintain custody of minutes of meetings of these groups
- Perform other duties as designated by the Board of Directors.
Section 4.
The Board of Directors may remove any AES officer with or without cause. Election or appointment of an officer shall not of itself create contract rights.
Article V: Board of Directors
Section 1.
There shall be an eight member Board of Directors—seven members serving four-year terms, plus the Executive Director. Five-eighths of the members of the Board of Directors shall constitute a quorum of that body. The Executive Director shall serve without voting power.
Section 2.
The Board of Directors or other interested parties may nominate candidates to serve on the Board of Directors, submitting the names of candidates to one or more of the officers of AES. Members of the Board of Directors will vote on candidates for open spots on the Board at the annual meeting. Board members whose four-year terms have expired and are standing for re-election will not participate in this vote. Vote will be by secret ballot.
Section 3.
The Board of Directors is responsible for ensuring that AES’s policies, programs, and services are implemented consistent with AES’s values and beliefs and is empowered to:
- Elect a President and a Vice President (from the Board of Directors);
- Establish external and internal reviews to improve AES’s effectiveness;
- Adopt, revise, and monitor the implementation of policies and position statements;
- Fulfill AES’s fiduciary responsibilities;
- Approve budgets and allocate resources to accomplish the goals and objectives of AES;
- Take action in response to recommended positions;
- Select a Recording Secretary to take minutes at the annual meeting or other important meetings of AES;
- Employ and review the performance of the Executive Director;
- Establish working groups to accomplish the work of the Board;
- Fill vacancies on the Board of Directors;
- Review and take action on recommendations to change the Bylaws of AES;
- Examine, on a regular basis, its own performance and invest in Board development.
Section 4.
The officers (President, Vice President, and Executive Director) shall constitute an Executive Committee. The Executive Director shall serve as a nonvoting member of the Executive Committee. When necessary, the Executive Committee shall assume the duties of the Board of Directors in the intervals between meetings of the Board.
Section 5.
The terms of officers and members of the Board of Directors shall begin on September 1 of each year.
Article VI: Other Organizational Details
Section 1: Fiscal Year
The fiscal year shall begin on January 1 and continue through December 31 of the same year.
Section 2: Annual Meeting
AES shall schedule an annual meeting. At this meeting there will be reports, the opportunity to hear from affiliates of AES, and the transaction of any other business designated by the Board of Directors. The Executive Director shall give Board members 60 days’ advance written notice of the date, time, and place of that meeting.
Section 3: Corporate Records
AES shall keep as permanent records:
- Articles of Incorporation and all amendments
- AES bylaws and all amendments
- Minutes of all meetings of the Board of Directors for the past three years
- Records of all actions taken by the Board of Directors without a meeting for the past three years
- Records of all actions taken by a committee of the Board of Directors on behalf of AES
- The most recent annual report delivered to required state commissions.
Section 4: Expenditures
The funds of AES shall be disbursed in accordance with the annual budgets and financial obligations of AES as approved by the Board of Directors. The Executive Director shall receive and disburse the funds of AES and make an annual accounting to the Board of Directors, which shall be responsible for proper auditing of accounts.
Section 5: Parliamentary Procedure
Robert’s Rules of Order Newly Revised shall be the authority governing all matters of procedure not otherwise specified in these Bylaws.
Section 6: Conflict of Interest Policy
The Board of Directors shall adopt and periodically review a conflict of interest policy to protect the interests of AES when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
Section 7: Amendments to the Bylaws
These Bylaws may be amended by three-quarters (3/4) vote of the entire Board of Directors, using a ballot transmitted by mail or by such other means as may be authorized by the Board of Directors. Notice of the proposed amendment must have been transmitted to Board members at least three months prior to the voting.
Article VII: Whistleblower Policy
Section 1.
If any director, officer, staff, employee, affiliate, or volunteer believes that an unlawful activity, policy, or practice has taken place, or that there has been some violation of an adopted policy or practice of AES, that person is encouraged to come forward and, in good faith, file a complaint. Any allegations that prove not to be substantiated—and which prove to be knowingly false or to have been made maliciously—shall be viewed as a serious disciplinary offense.
Section 2.
AES will protect the individual making a good faith complaint from retaliation.
Section 3.
Reports of violations or suspected violations may be submitted on a confidential basis by the complainant, or a complaint may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Section 4.
Reports of any alleged misconduct should be made to the following, in the order listed. If there is concern that the person being reported to is “part of the problem or otherwise inappropriate” to report to, the person issuing the complaint should report to the next person listed:
- The Executive Director
- The President of the Board of Directors
- The Vice President of the Board of Directors
- Any Board of Directors member
Section 5.
The person receiving the report shall review it and, in taking account of the nature of the information and the person or persons identified, shall submit it to the Executive Committee or entire Board of Directors for review. All reports shall be promptly investigated and appropriate corrective action shall be taken if warranted by the investigation.
Article VIII: Indemnification
Section 1.
AES shall and does hereby indemnify any person who is or was a director or officer of AES or any subsidiary against any and all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement incurred by such person in connection with any civil, criminal, administrative or investigative action, suit, proceeding, or claim (including any action by or in the right of AES or a subsidiary) by reason of the fact that such person is or was serving in such capacity; provided, however, that no such person shall be entitled to any indemnification pursuant to this subsection (1) on account of conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct.
Section 2.
AES may, to the extent that the Board of Directors deems appropriate and/or as set forth in the Bylaws or resolutions of AES, indemnify any person who is or was an employee or agent of AES or any subsidiary or who is or was serving at the request of AES as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan) against any and all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement incurred by such person in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim (including an action by or in the right of AES or a subsidiary) by reason of the fact that such person is or was serving in such capacity; provided, however, that no such person shall be entitled to any indemnification pursuant to this subsection (2) on account of conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct.
Section 3.
AES may, to the extent that the Board of Directors deems appropriate, make advances of expenses, including attorneys’ fees, incurred prior to the final disposition of a civil, criminal, administrative or investigative action, suit, proceeding or claim (including an action by or in the right of AES or a subsidiary) to any person to whom indemnification is or may be available under this Article; provided, however, that prior to making any advances, AES shall receive a written undertaking by or on behalf of such person to repay such amounts advanced in the event that it shall be ultimately determined that such person is not entitled to such indemnification.
Section 4.
The indemnification and other rights provided by this Article shall not be deemed exclusive of any other rights to which a person to whom indemnification is or may be otherwise available under the Articles of Incorporation, the Bylaws of AES, or any agreement or vote of the Board of Directors, may be entitled. AES is authorized to purchase and maintain insurance on behalf of AES and/or any person to whom indemnification is or may be available against any liability asserted against such person in, or arising out of, such person’s status as director, officer, employee, or agent of AES, any of its subsidiaries or another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan) which such person is serving at the request of AES.
Section 5.
Each person to whom indemnification is granted under subsection (1) of this Article is entitled to rely upon the indemnification and other rights granted hereby as a contract with AES and such person and such person’s heirs, personal representative, and estate shall be entitled to enforce against AES all indemnification and other rights granted to such person by subsections (1) and (3) and this subsection (5) of this Article. The indemnification and other rights granted by subsections (1) and (3) and this subsection (5) of this Article shall survive amendment, modification, or repeal of this Article, and no such amendment, modification, or repeal shall act to reduce, terminate or otherwise adversely affect the rights to indemnification granted hereby, with respect to any expenses, judgments, fines, and amounts paid in settlement incurred by a person to whom indemnification is granted under subsection (1) of this Article with respect to an action, suit, proceeding, or claim that arises out of acts or omissions of such person that occurred prior to the effective date of such amendment, modification, or repeal.
Section 6.
Any indemnification under subsection (1) hereof and any indemnification granted by the Board of Directors pursuant to subsection (2) of this Article, shall inure to the person to whom the indemnification is granted, and such person’s heirs, personal representative, and estate; provided, however, that such indemnification may be changed, modified or repealed, at any time or from time to time, at the discretion of the Board of Directors and the survival of such indemnification shall be in accordance with terms determined by the Board of Directors.
Section 7.
For the purposes of this Article, “subsidiary” shall mean any corporation, partnership, joint venture, trust or other enterprise of which a majority of the equity or ownership interest is directly or indirectly owned by AES.
Article IX: Assets upon Liquidation
No part of the net income, revenue, or assets of AES shall inure to any affiliate, officer, or private individual (except that reasonable compensation may be paid for services rendered in connection with one or more of AES’s purposes), and no affiliate, officer, or private individual shall be entitled to share in the distribution of any part of the assets of AES upon its dissolution or liquidation. Upon the dissolution of AES, the final Board of Directors shall, after payment of debts and obligations, distribute the assets of AES to one or more organizations with educational uses and purposes similar to those of AES, with that organization or those organizations having one or more exempt purposes within the meaning of section 501(c)(3) of the internal Revenue Code, or corresponding section of any future federal tax code; or, failing that, the assets of AES shall be distributed to the federal government, or to a state or local government, for a public purpose.
AES | Academy for Educational Studies 