American Association for Adult and Continuing Education
(Adopted 11/82, Latest Revision 11/05)
ARTICLE I: Name and Mission
- The name of the Association shall be the “American Association for Adult and Continuing Education,” hereinafter referred to as “AAACE.” AAACE shall not engage in any activity which could be construed to be inconsistent with the status of a charitable educational organization as defined in Section 501 (c) (3) of the Internal Revenue Code of 1954, and any successor thereto.
- The mission of the American Association for Adult and Continuing Education is to provide leadership for the field of adult and continuing education by expanding opportunities for adult growth and development; unifying adult educators; fostering the development and dissemination of theory, research, information, and best practices; promoting identity and standards for the profession; and advocating relevant public policy and social change initiatives.
ARTICLE II: Membership
- The AAACE membership is open to all who support its mission. There shall be an annualized membership year. As determined by the Board of Directors, votes on matters submitted to the general membership may be cast by mail ballot, by a vote of members in attendance at the annual business meeting, or at any called AAACE meeting. Current members may vote at any annual business meeting, or at any other called general membership meeting.
- There shall be individual, affiliate, organizational, and subscriber membership categories with rights, privileges and dues determined by the Board of Directors. No AAACE funds shall derive to the benefit of members, individually or collectively, except for the payment of reasonable compensation for services rendered.
ARTICLE III: Organization
- AAACE shall consist of the general membership, commissions, units, directors, officers, and other organizational entities approved by the Board of Directors.
- Each commission shall be represented by a Director on the Board of Directors, and units shall be represented by a Director-at-Large. Units and other organizational entities may be created, modified, or dissolved by the Board of Directors.
ARTICLE IV: Officers
- The elected officers of AAACE shall be President-Elect, President, Past-President and Secretary. The election of officers shall be in accordance with AAACE Policy and Procedures. There shall also be a Treasurer, appointed by the President in consultation with the Board of Directors. The Treasurer shall serve at the pleasure of the President. These five officers shall constitute the Executive Committee and shall have the duties as indicated in AAACE Policy and Procedures.
- The President-Elect shall be elected by current members and shall serve consecutive one year terms as President-Elect, President, and Past President.
- The President shall serve as AAACE’s principal officer and its representative to the public and shall preside at all meetings of the Executive Committee, Board of Directors, annual business meeting, and any other official meeting. The President shall serve as an ex-officio member of every commission, unit, and organizational entity, and will designate a representative to serve on his/her behalf.
- The President-Elect shall perform the duties as prescribed by the Board of Directors.
- The Past President shall performthe duties as prescribed by the Board of Directors.
- The Secretary shall be elected by current members and shall serve two consecutive years. The Secretary is responsible for the official recording and distribution of the minutes of all meetings of the Board of Directors, Executive Committee, and annual business meeting, and shall certify their validity.
- The Treasurer shall be appointed by the President in consultation with the Board of Directors, shall serve one. The Treasurer is AAACE’s chief financial officer and shall work in close liaison with the Association Manager on all fiscal matters. The Treasurer is responsible for the overall fiscal accountability and financial reporting.
- In the interim between elections, should the position of President become vacant, the President-Elect shall take office as President. Should any other officer vacancy occur, the Board of Directors shall fill the vacancy in accordance with AAACE Policy and Procedures.
- The Executive Committee shall serve as officers of the Board of Directors with the responsibility for overall organizational planning and fiscal accountability, and shall have the powers to act for the Board of Directors during the interim between meetings. Such acts may be subject to ratification by the Board of Directors.
- AAACE officers shall also serve as the Board of Directors of the National Adult Education Foundation, and shall act in accordance with the AAACE Policy and Procedures.
ARTICLE V: Board of Directors
- The Board of Directors shall have 15 members consisting of the five officers, eight Commission Directors, and two Directors-at-Large. The elected officers and directors shall take office at the next Board of Directors meeting following their installation at the annual business meeting. Their terms of office shall be three years, and they shall have specific responsibilities as indicated in the AAACE Policy and Procedures.
- In the interim between elections, all Director vacancies shall be filled by Presidential appointment for the unexpired term with the approval of the Board of Directors.
- Meetings of the Board of Directors shall be called by the President, by a majority of the Board, or by resolution of the membership as specified in the AAACE Policy and Procedures. When the President is absent, the order of succession shall be the President-Elect, Past President, and Secretary. If all elected officers are absent, a quorum of the Board shall choose a chair to conduct the meeting.
- The Board of Directors shall make recommendations to: (1) hire, evaluate, and discharge the AAACE Association Manager; (2) dissolve, modify, or create any organizational entity as needed to advance the mission of AAACE; (3) manage the general affairs, property utilization, organizational planning, and administrative operations of AAACE; (4) adopt an annual budget, and within the limits of the approved budget, receive and authorize the expenditures of such funds as necessary for the work of AAACE; (5) allocate and assign executive and administrative duties among such officers and employees as it may determine; (6) carry out all instruction of the membership agreed upon at the AAACE annual business meeting, and report annually to the membership any measures taken during the preceding year; (7) shall determine AAACE’s Registered Agent; and (8) comply with the AAACE Bylaws, and Policy and Procedures.
ARTICLE VI: Nominations and Elections
- AAACE nominations and elections shall be governed by the Board of Directors in accordance with AAACE Policy and Procedures. No member involved in the selection process of candidates shall be a Board member or a candidate for office. Any member may petition to be a candidate for the Board of Directors in accordance with AAACE Policy and Procedures.
- The AAACE membership shall annually vote from all designated candidates for the Board of Directors. The candidate receiving the most votes cast will be elected (plurality or majority).
ARTICLE VII: Association Manager
- The Association Manager shall be AAACE’s chief staff officer, shall be responsible for implementing AAACE Policy and Procedures, shall have the right to have prior notice of all meetings of the Board of Directors and Executive Committee, and shall serve as ex-officio to them as appropriate. The Association Manager, in consultation with the Executive Committee, may retain outside counsel or other necessary AAACE consultants and shall recommend for Board approval the selection of outside certified public accountants.
- The Association Manager shall be responsible for all AAACE management functions including recommendation for employment, evaluation, and discharge of personnel; shall be administratively responsible for the daily and long-range organizational planning and fiscal operations; and shall have other duties, responsibilities, duties and privileges as determined by the Board of Directors in accordance with AAACE Policy and Procedures.
- Under the direction of the President, the Association Manager shall serve as the AAACE spokesperson at international, national, regional, state, and local forums; and shall provide a liaison between all appropriate associations, organizations, and governmental agencies; both public and private.
ARTICLE VIII: Association Meetings and Records
- During the annual conference there shall be an annual business meeting of the Association at a time and place designated by the Board of Directors. The Board of Directors shall be responsible for establishing a quorum. The President, with approval of the Board of Directors, may call additional meetings. The President shall appoint a Parliamentarian to serve at AAACE meetings, and Robert’s Rules of Order (as revised) shall govern the conduct of all meetings, except when they are inconsistent with these Bylaws and any other special rules of order. AAACE may adopt such special rules with the approval of the Board of Directors.
- AAACE shall maintain current and complete financial records of all its accounts, and there shall be an acceptable annual review of AAACE financial records and all its organizational entities for which the Internal Revenue Service holds AAACE fiscally responsible. The AAACE fiscal year shall be July 1 through June 30.
- AAACE shall maintain current and complete organizational records of its activities and membership, including the minutes of its Board of Directors, Executive Committee, the annual business meeting, and all other official meetings.
- All financial and organizational records may be inspected by any current member for any proper purpose at any reasonable time. AAACE’s Registered Agent may also have access to such records with the approval of the Executive Committee.
ARTICLE IX: Amendments and Policy and Procedures
- These Bylaws may be amended or repealed and new Bylaws adopted by a majority of the voting membership present at the annual business meeting or a meeting called by the President where a quorum is present. Amendments to the Bylaws may be initiated by the Board of Directors, by the Executive Committee, or by any current member in accordance with AAACE Policy and Procedures.
- Notice must be given to amend, repeal, or adopt new Bylaws in an AAACE general membership periodical, by mail to members at least one month prior to being voted upon, or by notice posted at least 48 hours prior to the annual business meeting or a called meeting of the membership. All amendments will be reviewed by the Board of Directors, and they may attach a recommendation to approve or reject the proposed amendment(s).
- AAACE Policy and Procedures shall be approved by the Board of Directors.