BYLAWS AND OPERATING AGREEMENT
American Association for Employment in Education, Inc.
Section 1.01 Name. The name of this corporation is American Association for Employment in Education, Inc., and is referred to herein as “AAEE.”
Section 1.02 Board. The “Board” shall mean the Board of Directors of the Corporation.
Purposes, Objectives and Governing Instruments
Section 2.01 Charitable, Educational, and Scientific Purposes and Powers. The purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable, scientific, or educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purpose of the Corporation is to be the premier provider of information and resources to assist schools, colleges and universities in the employment of educators for staffing excellence in education.
Section 2.02 Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its Bylaws.
Section 2.03 Limitations on Activities. No part of the activities of the Corporation shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office, nor shall the Corporation operate a social club or carry on business with the general public in a manner similar to an organization operated for profit. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.
Section 3.01 Members.
There shall be three membership categories:1. The first category of membership shall be institutional membership, which includes one vote per institution. Institutional members have full membership privileges. Institutional membership shall be extended to the following:
(a) To colleges, universities, and other post-secondary educational institutions, which prepare teachers and other educational personnel for service in public and private schools
(b) To elementary and secondary educational institutions which employ teachers and other educational personnel
2. The second category of membership shall be affiliate membership, which includes one vote per organization. Affiliate members have full membership privileges. Affiliate membership may be extended to the following:
(a) Not-for-profit organizations whose activities include providing information or services related to education
(b) For-profit organizations whose activities include providing information or services related to education
3. The third category of membership shall be special membership, which has limited membership privileges, but no voting rights. Special membership may be extended to the following:
(a) Emeritus membership
(b) Retired or out-of-field membership
(c) Educator candidates – current college/university students and others with qualified interests in careers in education
(d) Professional individual – PK-12 or higher education professional without access to institutional membership
Section 3.02Establishment of Dues.
Dues shall be:
a. Set by the Board of Directors.
b. Payable annually by all Members in order to remain in good standing and eligible to vote.
c. The responsibility of the Member.
Section 4.01 Annual Meeting. A meeting of the Board shall be held annually at such location (physical or virtual), in such format, on such date and at such time as may be fixed by the Board, for the purpose of electing Directors, receiving annual reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting.
Section 4.02 Number and Composition. The Board shall be composed of not less than three (3) Directors and no more than fifteen (15). The Board of Directors shall be elected by the voting membership and shall consist of no more than five executive officers and no more than 12 additional Directors.
Section 4.03 Powers and Duties. Subject to the provisions of law, of the Articles of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Corporation and shall exercise all the powers that may be exercised by the Corporation. The Board may accept, on behalf of the Corporation, any contribution, bequest, or devise. The Board shall also:
1. Implement, in accordance with these bylaws, criteria for membership in AAEE
2. Establish special functional teams to respond to AAEE’s needs and conduct the business of the association
3. Serve as chairs of appointed committees
4. Approve the annual budget
Section 4.04 Meetings. The Board of Directors shall hold at least six meetings (in person or remotely) per year.
Other meetings may be called by the president or upon petition to the president bearing the signatures of a majority of the other Board members. A petition for a meeting of the Board of Directors shall state the specific purpose for holding such a meeting. The president must act upon any such petition by calling a meeting within 14 calendar days of its receipt. The meeting must take place within 28 calendar days.
Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office.
Section 4.05 Notice of Meetings. No notice need be given of any annual or regular meeting of the Board. Notice of a special meeting of the Board shall be given by service upon each Director in person, by email, or by mailing the same to him at his or her post office address as it appears upon the books of the Corporation at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these By-Laws) if given in person, or at least four business days, if given by mailing the same, before the date designated for such meeting specifying the place, date and hour of the meeting. Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. A Director who shall be present at any meeting and who shall not have protested, prior to the meeting or at its commencement, the lack of notice to him, shall be deemed to have waived notice of such meeting. In any case, any acts or proceedings taken at a Directors’ meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors’ meeting that is legally and validly called. Except as otherwise provided herein, notice of any Directors’ meeting or any waiver thereof need not state the purpose of the meeting, and, at any Directors’ meeting duly held as provided in these By-Laws, any business within the legal province and authority of the Board may be transacted.
Section 4.06 Quorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a simple majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.
Section 4.07 Voting. At all meetings of the Board, each Director shall have one vote. In the event there is a tie in any vote, the President shall have an additional vote to be the tiebreaker. There shall be no proxy voting. Voting may take place via email and/or other approved electronic means, provided however that the matter upon which the vote is being taken has been previously addressed at a previous regular meeting of the Directors. A simple majority is required for all motions and voting matters, except that a vote to dissolve AAEE shall require a super majority vote of 75% of all Board members.
Section 4.08 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 4.09 Removal. Any Director may be removed for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken. The Board shall have the authority to hire and dismiss a Director as necessary in order to carry out the objectives of the Corporation, provided there is a quorum of not less than a majority present at the meeting at which such action is taken. In the event a Director is removed, the procedure outlined in Section 4.11 shall be followed for filling the vacancy.
Section 4.10 Resignation. Any Director may resign from office at any time by delivering a resignation via letter or email to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. In the event a Director is removed, the procedure outlined in Section 4.11 shall be followed for filling the vacancy.
Section 4.11 Vacancies. Any newly created Directorships and any vacancy occurring on the Board arising at any time and from any cause may be filled through appointment of the President. If the vacant position is the President, President-elect, or Past President, the vacancy may be filled by a simple majority vote of the Directors then in office at any Director’s meeting. A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 4.12 Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among the Directors an executive committee and other standing committees, each consisting of two or more Directors, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Section 4.13 Participation by Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a telephone or similar electronic means provided all persons participating in the meeting will be able to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 4.14 Interested Persons. Not more than zero percent (0%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director; and (2) any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the Corporation.
Section 5.01 Election and Qualifications; Term of Office. The Officers of the Corporation shall be a President, a President-elect, a Past President, a Secretary, and a Treasurer. The President-elect shall be elected at the annual meeting of the Board and shall hold the office for a term of one year, followed by a term of one year as President, and then a term of one year as Past President, unless such Officer shall have resigned or shall have been removed as provided in Sections 5.08 and 5.09 of this Article V. The Secretary and Treasurer shall be elected at the annual meeting of the Board and each such Officer shall hold office for a term of two years, unless such Officer shall have resigned or shall have been removed as provided in Sections 5.08 and 5.09 of this Article V. The same person may hold more than one office, except that the same person may not be both President and Secretary. The Board may appoint such other Officers as may be deemed desirable. Such Officers shall serve for such period as the Board may designate. In order to be elected, seated, and serve for the full term, a Board member must maintain AAEE membership eligible for voting rights as an institution or affiliate organization. The Executive Committee, if formed, shall consist of all of the executive officers.
Section 5.02 Vacancies and Unexpired Terms. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board. The procedures for filling a vacancy on the Board of Directors shall be as follows:
1. An unexpired term of the president of AAEE shall be completed by the president-elect who shall subsequently serve the term as president to which s/he would have succeeded in the ordinary course.
2. An unexpired term of the president-elect, secretary or treasurer shall be appointed by the president.
3. An unexpired term of the past president shall be completed by the individual who most recently held such office and whose institution still holds active membership in AAEE.
4. The balance of an unexpired term of office of a director shall be filled by appointment of the president from the persons eligible.
Section 5.03 Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation. The President shall from time to time make such reports of the affairs and operations of the Corporation as the Board may direct and shall preside at all meetings of the Board. The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.
Section 5.04 Powers and Duties of the President-Elect and Past Presidents. President-Elects and Past Presidents, if any, shall have such powers and shall perform such duties as may from time to time be assigned to such by the Board. The office of president-elect shall be filled by election, and the occupant of that office shall succeed to the office of president and then past president upon the completion of the term of each office.
Section 5.05 Powers and Duties of the Secretary. The Secretary shall record and keep the minutes of all meetings of the Board. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minutes of the Corporation and records as the Board may direct. The Secretary shall be the custodian of the Corporation’s business records and other documents as the Board or any committee thereof may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board.
Section 5.06 Powers and Duties of the Treasurer. The Treasurer shall be the custodian of all funds and securities of the Corporation. Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the Corporation, and the Treasurer shall cause to be entered regularly in the records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation’s receipts and disbursements. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.
Section 5.07 Delegation. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time and from time-to-time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.
Section 5.08 Removal. Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken.
Section 5.09 Resignation. Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.
Bank Accounts, Checks, Contracts and Investments
Section 6.01 Bank Accounts, Checks and Notes. The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness.
Section 6.02 Contracts. The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
Section 6.03 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as a simple majority of the Board deems desirable. Only the Executive Director or the Board Treasurer will have the authority to handle the investment or reinvestment of funds.
Section 7.01 Indemnity Under Law. The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by law.
Section 7.02 Additional Indemnification. The Corporation hereby agrees to hold harmless and indemnify each of its Directors, Officers, employees and agents (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Corporation to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Corporation, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or Officer of the Corporation, or is or was serving or at any time serves such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee’s fiduciary duty as a Director, Officer, employee or agent of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section shall be paid by the Corporation (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.
The obligation of the Corporation to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Corporation and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Corporation or served at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Section, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Corporation of the commencement thereof: The Corporation will be entitled to participate therein at its own expense; and, except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Section for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii. The Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Corporation in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such action, or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Corporation (it being understood, however, that the Corporation shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii.
Anything in this Section to the contrary notwithstanding, the Corporation shall not be liable to indemnify the Indemnitee under this Section for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor any such person will unreasonably withhold their consent to any proposed settlement.
In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Corporation to the Indemnitee pursuant to this Section, the Corporation shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (A) of this Section or part (B) of this Section. The Corporation shall make such payments upon receipt of a written request made by the Indemnitee for payment of such expenses, an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation hereunder, and evidence satisfactory to the Corporation as to the amount of such expenses. The Indemnitee’s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.
The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Corporation’s Articles of Incorporation or otherwise under the Corporation’s By-Laws, as now in effect or as hereafter amended, any agreement, any vote of members or Directors, any applicable law, or otherwise.
Section 7.03 Limitation. No amendment, modification or rescission of this Article VII shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.
The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Articles of Incorporation and with the applicable Wisconsin statutes.
Section 9.01 Every three (3) years a bylaws review shall be conducted.
Section 9.02 Any Board member of AAEE may propose an amendment to the bylaws by submitting the proposal in writing to the president. The president will present the proposal to the Board of Directors for consideration. If approved by the Board of Directors, the proposed amendment will then be submitted to the membership for ratification. A simple majority of those voting in each member classification is required for ratification.
In the case of any conflict between the Articles of Incorporation of the Corporation and these By-Laws, the Articles of Incorporation of the Corporation shall control.
Section 11.02 Staff. All staff shall be supervised by and accountable to the Executive Director.
Section 11.03 Hiring policies. The Corporation shall hire no employees or consultants who are members of the immediate family (spouse, grandparent, parent, brother or sister, son or daughter) of any Board member, or of any person who will supervise the employee or consultant.
Section 12.01 Fiscal Year. The Board shall establish the Corporation's fiscal year.
Section 12.02 Budget. The Board shall prepare and adopt a budget by its first meeting each fiscal year.
Section 12.03 Annual Financial Statement. The Corporation shall prepare an annual financial statement for distribution to Board members. A financial review and/or audit shall be conducted at the end of fiscal year at the discretion of the Board of Directors.
Section 12.04 Fiscal Policy. The Board shall adopt and from time to time review a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks; the obligation of funds; approval of contracts, leases, deeds and mortgages; and other significant aspects of the organization's fiscal operation. The fiscal policy shall assure that the corporation shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose.
Section 12.05 Seal. The Corporation will not use a common seal. The signature of the name of the Corporation by an authorized person shall be legal and binding.
Robert's Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.
Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the applicable Wisconsin statutes as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
To further the objectives of the field of educational employment, and to the extent possible, AAEE may offer encouragement and assistance to members who wish to form or further develop affiliate regional/state associations or a single governance structure within a given region.
These Bylaws were ratified by a vote of the Membership on April 19, 2021.
Board of Directors: