The ACADEMY OF PROCESS EDUCATORS

BYLAWS

ARTICLE I: NAME

The name of this organization shall be the Academy of Process Educators (hereinafter referred to as the Academy).


ARTICLE II: INCORPORATION

The Academy shall be incorporated as a non-profit Section 501(c)(3) organization, registered in the state of New York.


ARTICLE III: CORE VALUES

Growth
We value transformational learning that positively impacts individuals and organizations and is sustained by ongoing reflection and assessment activities designed to produce measurable improvement.

Community
We value the synergy and strength generated via collaboration and communication with colleagues from a diverse array of disciplines, backgrounds, cultures, and perspectives working together to elevate learning across many contexts.

Performance
We value increasing and consistent production of high quality results developed through enriched learning environments built upon the dedication and integrity of the individuals involved and utilizing research-based practices supported by clear criteria and measurable outcomes.


ARTICLE IV: VISION AND MISSION

Section 1. Vision: The Academy of Process Educators is a recognized leader driving transformational change in academia guided by the principles of Process Education.

Section 2. Mission: The Academy drives transformational change in education by generating, disseminating, and archiving research based on Process Education principles through:

The Academy engages, supports, and collaborates with a community of educators by:


ARTICLE V: MEMBERSHIP

Section 1: Membership Criteria: A person becomes an Academy member by accepting the philosophy of Process Education and paying annual dues. It is strongly recommended that members attend the meetings of the academy. No one shall be considered for membership on the Board of Directors who has not been active in the Academy during the previous year.

Section 2: Membership Rights & Responsibilities. Academy Membership shall encompass the following:

  1. The right to vote on all Academy actions,
  2. The right to receive those publications of the Academy which are made available to the membership at large.
  3. The responsibility to serve in/on any Academy office or committee upon election or appointment,
  4. The responsibility to support and practice the tenets of Process Education.

Section 3: Dues. The dues structure shall be as follows:

  1. Individual Academy Members shall pay annual dues of $60.00 and receive access to the electronic version of the Faculty Guide Book (efgb).
  2. For an annual dues payment of $350.00, an institution may designate up to 50 members of the institution as Academy members. However, unless the institution has a site license for the efgb, only 15 members may receive efgb access through its institutional membership in the Academy.

Section 4: Removal of Academy membership shall be by a three-fifths vote of all Academy members present and voting at the Annual Business Meeting. Any such proposed action should be published in the meeting agenda sent to all Academy members at least thirty (30) days before the meeting.

ARTICLE VI: GOVERANCE STRUCTURE

Section 1: Executive Board: The governance structure of the Academy shall be composed of an Executive Board composed of ten (10) members- the President, Immediate Past President, President-Elect, Secretary (two-year term elected in odd years), Finance Officer (two year term elected in odd years), Treasurer (two-year term elected in even years), and four (4) At-Large Members (two-year terms with two elected each year). The Executive Board shall have responsibility for interpreting and implementing policy actions adopted at the Annual Business Meeting. The Executive Board shall also have the responsibilities for generating policies deemed necessary between Annual Conferences, provided that such interim policies shall not abrogate the Bylaws of the Academy.

The Executive Board shall meet no less than three (3) times between Annual Conferences. These meetings may be by conference call. A majority of the entire board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Any action required or permitted to be taken by the board may be taken without a meeting if all members of the board consent in writing to the adoption of a resolution authorizing the action.

Elected Officers: The elected officers of the Academy shall be the members of the Executive Board.

Appointed Officers: The appointed officers of the Academy shall be the chairs of standing and ad hoc committees. In addition, the Academy Webmaster shall be appointed annually.

Section 2: Nomination and Election of Officers

Nomination Committee: The Nomination Committee is a standing committee appointed by the President-Elect and approved by the Executive Board. It shall be composed of five members, including the President-Elect.

The Nomination Committee shall prepare a slate of nominees to present at the annual business meeting. These offices are as follows: President-Elect (each year), Secretary (odd years), Finance Officer (odd years), Treasurer (even years), and Board member at large (two each year). No one may be nominated for the Executive Board who has not been active in the Academy during the previous year.

The nomination committee shall be responsible for filling, until the next Annual Conference, vacancies in any uncompleted elected office, and for administering Academy-wide balloting.

Election: The election of officers will take place at the annual business meeting, and new officers will begin their terms at the close of the annual business meeting.

Terms: Elected officers shall serve a one or two year term and shall not be eligible to serve any consecutive term in any single office, except as noted below. Members shall not hold more than one office on the Board at the same time.

  1. President-Elect shall serve the progression of President-Elect, President, Immediate Past-President.

  2. Treasurer and Finance Officer may serve, at the pleasure of the Academy, more than one consecutive two-year term.

Section 3: Removal from Office

Any elected officer may be removed from office for malfeasance or non-performance of duties. Such action may be initiated in one of the following methods:

  1. A 75% vote of all members of the Executive Board.
  2. A 51% vote of all Academy members.

Section 4: Duties of Elected Officers

Executive Board: The Executive Board shall conduct Academy affairs. The President of the Academy is the designated official spokesperson for the Academy and acts at the direction of the Executive Board. To conduct such business, the Executive Board shall perform the following duties:

  1. Meet no less than three times during the fiscal year other than at the Annual Conference. Such meetings may be conducted via electronic media or in person and must have a simple majority to have a quorum.
  2. Confirm the appointment of all individuals for elective office and all appointed offices.
  3. Enter into any agreements, legal or otherwise, which are concurrent with the Mission of the Academy.
  4. Approve all Academy grant proposals.
  5. At no less than five year intervals, the Executive Board will engage the Academy in a full strategic planning process to revise the strategic plan

President: The President shall act as the leader and spokesperson of the Academy. The duties of the President are as follows:

  1. Call and facilitate at least three Executive Board meetings between the Annual Conferences
  2. Maintain regular communication with the Executive Board and the membership
  3. Act as Ex officio member of all standing and temporary (ad hoc) committees
  4. Act as the official spokesperson of the Academy
  5. Act as presiding officer of the Annual Conference
  6. Report the status of the Academy at the Annual conference
  7. Collaborate with the Annual Conference Chair on conference activities
  8. Perform duties at the discretion of the Executive Board
  9. Review and recommend to the Executive Board any funding/grant proposals for their concurrence with the Core Values, Vision, and Mission of the Academy
  10. Authorize emergency unbudgeted expenditures of up to $ 500 without a vote of the Executive Board by directing the treasurer to make such disbursements. These expenditures will be reported to the Board at the next Board Meeting

President-Elect: The President-Elect shall prepare for the ascension to the President. The duties of the President-Elect are as follows:

  1. Preside at all Academy meetings in the absence of the President
  2. Appoint the Nomination Committee and serve as its presiding officer
  3. Appoint the ad hoc Internal Audit Committee, composed of three members including the President-Elect, to review the financial actions of the Academy and to report their findings at the Annual Business Meeting. This audit shall be completed before the annual business meeting. The members of the Internal Audit Committee except for the presiding officer shall not be members of the Executive Board.

Immediate Past President: The Immediate Past President shall serve as a resource for the Executive Board of the Academy. To fulfill these duties, the Immediate Past President shall offer appropriate counsel to the Executive Board, President, and President-Elect. In addition, the Immediate Past President shall track the implementation of the Strategic Plan and make provisions for updating the Strategic Plan.

Secretary: The Secretary shall be the official custodian of all documents belonging to the Academy. In addition, the Secretary's other duties shall be:

  1. Take and disseminate the official minutes of all meetings of the Academy and/or the Executive Board
  2. Work with the president to prepare the agenda of each Executive Board meeting
  3. Select, with approval of the Executive Board, and purchase appropriate stationery for the Academy
  4. Maintain a current database of Academy members, including attendance at Academy meetings, and share this database with the Treasurer
  5. Prepare the agendas and send out notices of Academy meetings in advance.

Finance Officer: The Finance Officer shall oversee the development and promulgation of the financial policies of the Academy. In addition, the Finance Officer's other duties shall be:

  1. Develop a budget and revenue plan for the Academy and present it for approval at the Annual Business Meeting
  2. Handle all legal and tax matters pertaining to Academy finances and incorporation
  3. Work with the Treasurer to ensure that income and expenses comply with the annual budget
  4. Work with the President and Immediate Past President to monitor implementation of the Strategic Plan and make provisions for updating this plan
  5. Act as an authorized signer of Academy checks.

Treasurer: The Treasurer shall supervise and monitor all financial transactions of the Academy and its activities/properties. In addition, the Treasurer's other duties shall be:

  1. Act as an authorized signer for Academy checks
  2. Provide quarterly financial reports to the Executive Board and monthly financial reports to the Finance Officer
  3. Collaborate with the Finance Officer to review financial portions of all Academy grant applications
  4. Send out dues invoices and collect Academy dues. Inform the Secretary of those who have not paid their dues
  5. Set up and maintain all bank accounts necessary to complete Academy financial transactions
  6. Initiate and complete the process of becoming bonded.

Board Members at Large: The Board Members at Large shall perform those duties as assigned by the President. In addition, other duties of the Board Members at Large shall be:

  1. Serve on the Annual Conference preparation team, including:
    1. selecting poster presentations, speakers, and workshop facilitators for the Conference
    2. developing a Conference Program and selecting sites for all Conference activities
    3. meeting the technical needs of presenters and handling emergencies regarding the program during the Conference
  2. Appoint the Grant Committee and serve as its presiding officer
  3. Review the Constitution and Bylaws for needed changes
  4. Serve as liaison between the Executive Board and the International Journal of Process Education.

Section 5: Duties of Appointed Officers

Annual Conference Chair: The Annual Conference Chair, who is appointed by the Executive Board, shall supervise and monitor all preparations for the Annual Conference. In addition, the Annual Conference Chair's other duties shall be:

  1. Select a team to prepare for the Annual Conference
  2. Oversee Annual Conference publicity
  3. Develop a process for Conference registration
  4. Coordinate with the Academy Webmaster the Conference pages on the Academy website
  5. Coordinate with the designated Board Member at Large when selecting poster presentations, speakers, and workshop facilitators for the Conference
  6. Coordinate with the designated Board Member at Large when developing a Conference Program and selecting sites for all Conference activities
  7. Supervise Conference logistics and submit all invoices to the Treasurer for payment.

Membership Chair: The Membership Chair shall develop processes to increase Academy membership. In addition the Membership Chair's other duties shall be:

  1. Select a membership committee
  2. Set and meet goals for attracting new members to join the Academy
  3. Coordinate Academy outreach to the Pacific Crest Regional Professional Development Centers
  4. Maintain relationships with programs offering advanced degrees in Process Education to ensure that all graduates become members of the Academy.


ARTICLE VII: BUSINESS AFFAIRS OF THE ACADEMY

Section 1: Severable or Transferable Interest. No member shall have any severable or transferable interest in the property of the Academy.

Section 2: Control and Management. All property of the Academy shall be subject to the control and management of the Executive Board. Except upon dissolution of the Academy, the Executive Board must approve in advance any accumulation or disposal of property.

Section 3: Disposal upon Dissolution. Upon dissolution of the Academy, none of its property shall be distributed to any members. All of its property shall be transferred to organizations(s) the Executive Board determines to have purposes and activities most consonant with those of the Academy, provided that such other organization(s) shall be exempt under Section 501 (c) (3) of the Internal Revenue Code or a corresponding provision of the Internal Revenue Laws.

Section 4: Appropriation of Association Funds. No appropriation of the Academy's
Funds shall be made except pursuant to the authority of the Executive Board, as outlined in Article VI.

Section 5: Challenge of Executive Decision to Dispose. In the event of dissolution, the Executive Board shall, sixty days prior to such action, submit to all Academy members in good standing a plan of dissolution. The action shall be approved by a plurality of those members returning ballots.


ARTICLE VIII: STANDING COMMITTEES

Section 1: Committees: The Standing Committees of the Academy shall be (1) the Nominations Committee, (2) the Annual Conference Committee, (3) the Grant Committee, and (4) the Membership Committee.

Section 1: Duties: The Standing Committees of the Academy shall conduct the regular business of the Academy under the direction of the Appointed Officers of the Academy and the Executive Board. The specific duties of the Standing Committees of the Academy shall be as follows:

  1. The Nominations Committee: the Nominations Committee shall prepare a slate of candidates for election to the Executive Board at the Annual Business Meeting, making a reasonable effort to provide at least two candidates for President-Elect and Board Members At Large, and at least one candidate for the other available offices. Nominations from the floor at the Annual Business Meeting will be solicited, but each such candidate must be present and agree to run. The Nominations Committee will conduct the election, count the written ballots, and certify the winners. All elections shall be decided by a plurality of the members present at the Annual Business Meeting.

  2. The Annual Conference Committee: the Annual Conference Committee serves under the Annual Conference Chair and is responsible for preparing for and conducting the annual conference. Specific duties are listed in Article VI Section 5 under the duties of Annual Conference Chair.

  3. The Grant Committee: the Grant Committee serves under the designated Board Member at Large and shall search out grant opportunities and prepare grant applications. All grant applications must be approved by the Executive Board before being submitted.

  4. The Membership Committee: the Membership Committee serves under the Membership Chair and is responsible for encouraging new members to join the Academy and also for coordinating Academy outreach to the Pacific Crest Regional Professional Development Centers.


ARTICLE IX: RULES OF ORDER

Section 1: ROBERT'S RULES OF ORDER (Rev.De.) shall be the parliamentary authority for the Academy's proceedings unless otherwise stipulated and waived by 75% of those voting at the proceeding.

Section 2: Parliamentarian. The President may appoint a parliamentary authority for all official meetings of the Association from among those in attendance.


ARTICLE X: FISCAL YEAR

The Executive Board shall determine the fiscal year of the Academy.


ARTICLE XI: MEETINGS

Section 1: Regular Meetings. Regular meetings of the Academy shall be held at such times and places as may be designated by the Executive Board.

Section 2: Annual Business Meeting. An annual business meeting to include the election of officers and the transaction of other business relative to the affairs of the Academy shall be held no later than July 30 of each year, preferably during the annual conference. The secretary shall send the agenda of the annual business meeting to each member of the Academy in advance of the meeting.

Section 3: Quorum. One-third of the Academy members who are registered and attending the annual conference shall constitute a quorum for the annual business meeting.


ARTICLE XII: AMENDMENTS

Section 1: Initiation. Proposals to amend these BYLAWS may be initiated by the Executive Board, by recommendation of a standing committee, or by an Academy member in good standing when accompanied by a petition signed by no less than ten (10) percent of the current Academy membership.

Section 2: Approval. Amendments to these BYLAWS shall be ratified by a balloting process conducted by the Nomination committee. This ballot shall be provided to all Academy members no later than sixty (60) days prior to the required date of the return of such ballots. With no less than 30% of the current Academy members in good standing voting, the proposal shall pass with a two-thirds majority of the votes cast favorably.


ARTICLE XIII: RATIFICATION OF BYLAWS

These BYLAWS shall be ratified by a two-thirds majority vote of all Academy members attending the 2008 Annual Conference.

The BYLAWS were amended at the 2011 Academy Conference.