(Amended by AERA Membership, February 2011)

ARTICLE I
NAME AND GOVERNING AUTHORITY

Section 1.  NAME.  The Association shall be known as the American Educational Research Association.

Section 2. PURPOSE.  It shall be the purpose of the Association to advance knowledge about education, encourage scholarly inquiry related to education, and promote the use of research to improve education and serve the public good.

Section 3. GOVERNING AUTHORITY.  The Association is incorporated under the laws of the District of Columbia pursuant to Articles of Incorporation filed on July 25, 1968.  The Association shall be governed by these Bylaws as amended from time to time in accordance with the provisions hereof.  These Bylaws shall not conflict with the Articles of Incorporation.

ARTICLE II
MEMBERSHIP

Section 1.  CLASSES OF MEMBERSHIP.  Membership in this Association shall be divided into two types: Members and Affiliate Members.

Section 2. MEMBERS.   Eligibility for membership in this category shall be based on evidence of present or past active participation in education research or the direction of education research, and of professional training at least to the level of the master’s degree or the equivalent or, in the case of graduate students, currently pursuing such degrees.  There shall be three categories of Member: (a) Regular Member, (b) Graduate Student Member, and (c) Emeritus Member.  All three categories of Member may vote, but Graduate Student Members may not hold elected office other than positions designated for graduate students.  The Association Council shall have the authority to set the criteria for these Member categories and may specify additional categories of Member.

Section 3. AFFILIATE MEMBERS.  Affiliate Members shall be persons who are interested in education research and subscribe to the purposes of the Association, but who do not seek or qualify for status as a Member.  Affiliate Members shall have the same rights and privileges as Members, except that they may not vote or hold elected office.  The Association Council shall have the authority to set the criteria for the Affiliate Member category and may specify additional categories of Affiliate Member.

Section 4.  ELIGIBILITY.  Applications for membership as Members or Affiliate Members shall be submitted to the Executive Director, who shall accept and process them according to the provisions stated in Sections 2 and 3, above, of this Article and the criteria established by the Council.  When eligibility is in doubt, applications shall be sent to the Executive Board, which shall have power of final decision.

Section 5. MEMBERSHIP YEAR. The membership year shall be established by the Executive Board.

Section 6. TERMINATION OF MEMBERSHIP.
(a) FAILURE TO PAY DUES.  Failure of a member to pay dues for any membership year by a date to be fixed by the Executive Board automatically terminates membership.  At the member’s request and payment of current dues, anyone whose membership has been automatically terminated for nonpayment of dues may be reinstated by the Executive Director.
(b) REMOVAL.  If continued membership of any person is believed to be contrary to the interests or purposes of the Association, Council may terminate membership based on procedures established by the Council.

ARTICLE III
OFFICERS OF THE CORPORATION

Section 1. OFFICERS.  The Corporate Officers of the Association shall be the President, the President-Elect, the Secretary, and the Treasurer.  The Executive Director shall serve as the Secretary and the Treasurer.

Section 2. PRESIDENT.  The President shall act as the chief elected officer of the corporation, serve as the Chair of the Executive Board and the Council, and preside at other such meetings, and exercise all the duties and responsibilities commonly associated with this office, except as limited by these Bylaws.

Section 3. PRESIDENT-ELECT.  The President-Elect shall serve as Vice-Chair of the Executive Board and Council and as presiding officer in the absence of the President.  The President-Elect shall assume the duties of the President were the position to become vacant due to death, resignation, or other incapacity six months or after the President took office as specified in Article VI, Section 3(b).

Section 4. SECRETARY.  The Secretary shall be the Corporate Secretary of the Association, shall be responsible for the preparation of minutes, shall certify results of all Association-wide elections, and shall carry out such other duties as may be assigned by the Council.

Section 5. TREASURER.  The Treasurer shall be the custodian of all funds, receive all dues and other funds, disburse all appropriations, and shall render to the Executive Board and Council an accounting of the financial conditions of the Association.

ARTICLE IV
THE EXECUTIVE DIRECTOR

Section 1. APPOINTMENT.  The Executive Director shall be appointed by the Executive Board, with approval of the Council, for a term not to exceed five years.  The incumbent may be reappointed.

Section 2. DUTIES.  The Executive Director shall be the chief executive officer of the Association responsible for the business and operations of the organization, the Central Office, and staff and personnel.  The Executive Director shall formulate plans and advise on policies for the accomplishment of the Association’s objectives, and, upon the approval of the Council, shall be responsible for their administration.  The Executive Director shall prepare an annual budget for approval by Council; shall have charge of the Association’s funds, discharge its obligations, and maintain its accounts; and shall be responsible for the management and implementation of the Association’s investment policies.  The Executive Director shall perform such other duties as may be described elsewhere in these Bylaws or assigned by the Executive Board and the Council and shall inform the Board and the Council of programs and procedures which are considered to contribute to the effectiveness of the Association.  The Executive Director shall serve as an ex officio member of Council and the Executive Board, without a vote.

Section 3. VACANCY.  When a vacancy occurs in the office of the Executive Director, the President shall provide for the discharge of the duties of the office.  The Executive Board may appoint a temporary Executive Director to serve until the position is filled by the usual procedure.

ARTICLE V
THE ASSOCIATION COUNCIL AND EXECUTIVE BOARD

Section 1. MEMBERSHIP.  There shall be an Association Council consisting of the President, the President-Elect, the Immediate Past President, the Vice-Presidents of Divisions, the six At-Large Members, a Graduate Student Representative, a Special Interest Group Representative, and the Executive Director serving ex officio, without a vote. 

Section 2. DUTIES.  The Council shall have full power to direct and review the general affairs of the Association within the limits set forth in these Bylaws.  The Council shall be the legislative and policy body for the Association. 

Section 3. OFFICERS.  The President shall be Chair of the Council; the President-Elect shall be Vice Chair.

Section 4. MEETINGS.
(a) The Council shall hold at least two meetings each year, one of which shall be at the Annual Convention.  The President may call meetings at other times and must call one upon petition of a majority of the Council members.
(b) A majority of the members of the Council shall constitute a quorum, and, unless otherwise specified in these Bylaws, decisions shall be by a majority of those present.
(c) Meetings of the Council shall be open to attendance by members as an observer provided 10 days advance notice is given so that provision for accommodation can be made.

Section 5. TELECONFERENCING.  One or more members of the Council may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time.  Participation by such means shall constitute presence in person at the meeting.

Section 6. DECISIONS OUTSIDE OF MEETINGS.  Any action required or permitted to be taken at a meeting of the Council may be taken without a meeting, provided all members of the Council consent in writing and set forth in the same writing the action or decision taken or made.  Unanimous consent and unanimous agreement on the action or decision in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the corporation.  Requests for action by the Council may be submitted by mail, electronic mail, fax, or by other means.

Section 7.  THE EXECUTIVE BOARD.
(a) MEMBERSHIP.  A subcommittee of the Council consisting of the President, the President-Elect, the Immediate Past President, three At-Large Members, and three representatives elected by the Council from the Council membership (i.e., from among the Vice-Presidents, Special Interest Groups Representative, Graduate Student Representative) shall be designated the Executive Board. The At-Large Member elected each year with the higher number of votes shall serve on the Executive Board for a three-year term. The election of representatives from the Council membership will be for a one-year term and will be conducted at the Council meeting held in conjunction with the Annual Convention.  The Executive Director shall serve as an ex officio member of the Executive Board, without a vote.
(b) DUTIES.  The Executive Board shall discharge all duties and responsibilities as specified in these Bylaws.  The Executive Board shall advise the Council on the annual budget prepared by the Executive Director.  The Executive Board shall be responsible for developing investment policies for Council approval and for providing oversight for the management and implementation of these policies.  The Executive Board shall also serve as an advisory committee to the President and the Executive Director and shall have power to act for the Council between its meetings and in other matters as may be delegated by the Council.
(c) MEETINGS.  The Executive Board shall meet at least twice a year, including through a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time.  The Executive Director shall keep minutes of the Executive Board meeting and, after their approval by the Executive Board, make them available to Council.
(d) QUORUM AND DECISIONMAKING.  A majority of the members of the Executive Board shall constitute a quorum, and decisions of the Executive Board shall be by a majority of those present.
(e) DECISIONS OUTSIDE OF MEETINGS.  Any action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting.  In the absence of a meeting, the Executive Board may take action by the procedure set forth for the Council in Section 6, above, of this Article.

Section 8. REPORTING.  The Executive Director shall report and make available the minutes of Council at least once a year to members of the Association and ensure that the actions of Council are recorded.

ARTICLE VI
ELECTED OFFICERS

Section 1. QUALIFICATIONS.  Only Regular Members and Emeritus Members may hold elected office in the Association , except that Graduate Student Members are eligible to hold elected office as the Graduate Student Representative on Council.

Section 2. TERMS.
(a) The terms of office of the President, of the President-Elect, and of the Immediate Past President shall be one year.  The terms of office of the Vice Presidents of Divisions shall be three years, and of the Council Members-at-Large, three years.  The term of the Graduate Student Representative shall be one year, and the term of the Special Interest Groups Representative shall be three years.
(b) The terms of office shall begin the day following the close of the Annual Meeting.  If an emergency prevents the Annual Meeting, the terms of office shall begin as close as feasible to the dates the terms of office of their predecessors would normally expire, the exact dates to be set by the Executive Board. 

Section 3. VACANCIES IN ELECTED OFFICERS
(a) When a vacancy in the office of the President occurs earlier than six months after the office was assumed, the longest-serving Council Member-at-Large elected with the higher number of votes shall succeed to that position and the term of office as President shall expire at the end of the term of the original President.
(b) When a vacancy in the office of the President occurs six months or later after the office was assumed, the President-Elect shall become President and remain in office to serve out both terms.
(c) If an elected officer is unable or fails to perform duties satisfactorily over a period of time, the Executive Board shall have the authority to declare the office vacant and shall arrange for the duties of the office to be performed.  The Executive Board also shall have the authority to take other reasonable steps to preserve intact the offices of the Association, and to maintain the continuity of the Association’s operation.  In the case of Vice Presidents of Divisions, the Graduate Student Representative, or the Special Interest Groups Representative, the Executive Board shall consult with the relevant Division or other appropriate body before taking action.  The Executive Board’s actions shall be subject to review by the Council. 

ARTICLE VII
ASSOCIATION-WIDE NOMINATIONS AND ELECTIONS

Section 1. FUNCTION OF NOMINATING COMMITTEE.  The Nominating Committee appointed by the President, in accordance with Article VIII, Section 2(a), shall propose nominations (not less than two names for each office) and ascertain the availability of nominees for the office of President-Elect and Member-at-Large of the Council, as well as for offices which may have become vacant since the last election.

Section 2. REPORT OF NOMINATIONS AND PETITIONS.  Director shall communicate the report of the Nominating Committee to Association Members for their information.  Other nominations for the offices of President-Elect and Member-at-Large then may be submitted to the Executive Director by written request of five percent or more of Association Members in good standing at the time the petition is received.

Section 3. CONDUCT OF ELECTIONS.  The Executive Director shall be responsible for the conduct of elections.  The Executive Director shall prepare a ballot including all duly nominated candidates, and shall transmit the ballot to each Member of the Association.  If there are more than two candidates for any office, voting shall be by ranking, and election by allocating votes in accordance with the Hare System.

Section 4. VOTING.  Members shall vote by mail, electronically, or by other means as determined by the Council.

Section 5. TABULATION OF BALLOTS.  The Executive Director shall be responsible for the tabulation of ballots through independent counting procedures.  The Executive Director shall report the results to the President, to the Council, and to the membership.  In case of a tie for any of the positions specified in Section 1 above of this Article, the election shall be determined by lot, with the President designating two Association Members who are not on Council to witness and verify the outcome. 

Section 6. SCHEDULE FOR NOMINATIONS AND ELECTIONS.  The Council shall set the schedule for nominations and elections in consultation with the Executive Director.

ARTICLE  VIII
COMMITTEES

Section 1. COMMITTEE STRUCTURE.  The committee structure of the Association shall consist of committees provided in Bylaws, standing committees, and special task committees.  Committees may meet to transact their business in person or through a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time.  Two-thirds of the Nominating Committee shall constitute a quorum and decisions of that Committee shall be by a majority of those participating. All other committees may render decisions by mail, electronic mail, fax, or other means as long as a majority of members participate in committee decisions.

Section 2.  COMMITTEES PROVIDED IN BYLAWS.  The policies and procedures of all committees provided in the Bylaws shall be approved by Council unless otherwise specified in the Bylaws.
(a) The Nominating Committee for the Association shall consist of five Association Members and be appointed by the President, with its chair serving a one-year term and two Members appointed each year for a two-year term.  The Committee shall have charge of nominating candidates for Association-wide officers, in accordance with Article VII, Section 1 of the Bylaws.
(b) The Special Interest Groups (SIG) Executive Committee shall consist of six members, including a Chair, all of whom shall be Association Members and members of at least one SIG at the time of nomination and shall maintain that status throughout their term.  The SIG Executive Committee  shall serve as the nominating committee for the SIG Executive Committee and submit nominees for election according to the procedures set forth in Article VII, Sections 3, 4, 5, and 6 of the Bylaws.  The Committee and its Chair shall be elected by the AERA Members who belong to at least one SIG.  The SIG Executive Committee shall also execute the responsibilities set forth in Article X, Section 2 of the Bylaws and any other such duties specified by the Association Council.  The Chair of the SIG Executive Committee shall be the SIG Representative to the Association Council who shall serve a three year-term.
(c) Two graduate student representatives selected by each division, according to procedures reviewed and approved by the Association Council, shall constitute a committee known as the Graduate Student Council (GSC).  All members of the GSC must be eligible Graduate Student Members at the time of their appointment and shall maintain that status throughout their term.  The Graduate Student Council shall plan and coordinate activities that advance the professional interests of graduate students in the Association based on policies and procedures approved by the Association Council.  The Chair of the Graduate Student Council shall be elected in a manner approved by the Association Council.  The Chair of the Graduate Student Council shall be the Graduate Student Representative who shall serve a one-year term on the Association Council.

Section  3.  STANDING COMMITTEES.
(a) Standing committees, including award committees, may be established or discontinued by the Association Council.  Standing committees shall not have less than three members, appointed by the President.  Appointments normally shall be for three-year terms, except for award committees that are normally for two-year terms.
(b) The duties of standing committees shall be described in a charge from Council, and may be revised from time to time by Council.

Section  4. SPECIAL TASK COMMITTEES. 
(a.)  Special task committees may be established by the Association Council or President to carry out particular tasks as described in a charge from the Council or President.  The charge may designate the term of special task committees. 
(b.)  Members for special task committees shall be appointed by the President, and the committees shall be discharged when tasks assigned have been completed.  Committees may be discharged earlier if, in the Council’s judgment, they are not making substantial progress toward their purpose.

ARTICLE  IX
DIVISIONS

Section 1.  ESTABLISHMENT.  Divisions shall be organized to represent major scholarly or scientific areas within education research that add to the field and the Association as determined by Council.  A group of five percent or more of the Association Members may petition the Association Council to establish a Division.  A new Division is established when two-thirds of Council members present approve the petition at a meeting of the Association Council.

Section 2.  MEMBERSHIP.
(a) Division members must be Members or Affiliate Members of the Association.
(b)  Only Members of the Association are eligible to vote in Division Elections.
(c) Membership dues for Divisions shall be determined by the Association Council.

Section 3. DIVISION FUNDS.  Divisions shall receive an annual budget established by Council that shall govern Division expenditures and be administered under the authority of the Executive Director.

Section 4.  BYLAWS.  Divisions shall have Bylaws that must be approved by the Council. Division Bylaws and activities may not conflict with the Articles of Incorporation or the Bylaws of the Association. 

Section 5. OFFICERS.  Each Division shall have a Vice President of the Association for the Division, elected for a three-year term, and a Secretary, elected for a two-year term.  The terms of the Division Vice Presidents shall be set by the Association Council so as to preserve a balance of expiring terms in the Council.  A Division Secretary may be re-elected only once; a Division Vice President is not eligible for immediate re-election.

Section 6. ELECTIONS.  Division Nominating Committees shall submit nominees for Division offices to the Executive Director for inclusion on the ballot.  The Executive Director shall communicate the report of the Nominating Committees to Members for their information.  By written request of five percent or more of Division Members in good standing at the time the petition is received, other nominations for a Division office may be submitted to the Executive Director.  In all other respects, Division elections shall be conducted according to the procedures set forth in Article VII, Sections 3, 4, 5, and 6 of the Bylaws.

Section 7.  DISSOLUTION.  A Division may be dissolved by the Council for good and sufficient reasons.  Representatives of the Division shall have an opportunity to be heard on the matter.  Action to dissolve a Division shall require a vote of two-thirds of the members of the Council present.

ARTICLE  X
SPECIAL INTEREST GROUPS

Section 1. GENERAL.  Special Interest Groups (SIG) may be established to facilitate the formation of research specialties of an intra- or cross-divisional nature and to increase the exchange of knowledge within research arenas of special interest, and for other reasons in keeping with achieving the purposes of the Association.  Council shall have the authority to determine the requirements for establishing SIGs and for the requirements of membership.  A new SIG must be approved by a majority of Council members present at a meeting of the Association Council.

Section 2. SPECIAL INTEREST GROUP EXECUTIVE COMMITTEE.  The Special Interest Groups Executive Committee provides general oversight for the operations of Special Interest Groups and makes recommendations to the Association Council regarding their establishment or dissolution.  The Special Interest Groups Executive Committee also recommends policies and procedures for the formation, operations, and dissolution of SIGs for Council review and approval. Upon approval of these policies and procedures by Council, the SIG Executive Committee shall have responsibility for their implementation.

Section 3. FEES OR DUES.  All fees associated with the operations of a Special Interest Group or dues levied on its membership shall be determined by the Association Council.

Section 4. OFFICERS.  Each Special Interest Group shall have a Chair and a Secretary registered with the Executive Director.

Section 5. BYLAWS.  Special Interest Groups shall have Bylaws that must be approved by Council.  SIG Bylaws and activities may not conflict with the Articles of Incorporation or the Bylaws of the Association.

Section 6. DISSOLUTION.  A Special Interest Group may be dissolved by the Council for good and sufficient reasons.  Action to dissolve a Special Interest Group shall require a vote of two-thirds of the members of the Council present.

ARTICLE XI
PUBLICATIONS

One of the principal means by which the Association accomplishes its goals is through publications.  The Association shall therefore engage in the preparation, production, distribution, and financing of such occasional and regular publications as the Council shall determine.

ARTICLE  XII
FINANCES

Section 1.  DUES, FEES AND ASSESSMENTS
(a) Dues and special assessments for all classes of membership shall be established by the Association Council. Council is authorized to determine membership dues without the vote of a majority of the Association Members. 
(b.) The Association Council shall have authority to establish and collect fees for member services rendered or may delegate this authority, or any parts thereof, to the Executive Director.  Such authority shall include, but not be limited to, the levying of fees to members for admission to meetings, seminars, and other activities sponsored by the Association, and for special services rendered upon request to members..  The Executive Director shall be responsible for setting all other fees or charges to non-members purchasing, renting, or otherwise obtaining the Association’s goods or services.

Section 2. BUDGET.  The Association Council shall determine the fiscal period for the Association.  Prior to expiration of one fiscal period, the Association Council shall approve an operating budget for the next fiscal period.  When approved, this budget shall govern financial commitments of the Association during the fiscal period concerned, subject to modifications deemed appropriate by Council or the Executive Board in between meetings of Council.

Section 3.  AUDIT AND CONTROL
(a) All receipts and disbursements shall be managed by the Executive Director consonant with the policies of the Association Council.
(b) All employees and officers entrusted with financial responsibilities will be bonded, with premiums on the fidelity bonds paid by the Association.
(c) The financial records of the Association shall be audited by a Certified Public Accountant appointed by the Executive Board.    The Executive Board shall review the audit, which shall be accepted by Council.  The report of this audit shall be made available to the membership in an Association publication, electronic communication, or other means deemed appropriate by the Council.

Section 4.  GRANTS AND CONTRACTS.  In keeping with its objectives, the Association may receive grants and contracts from agencies, institutions, or organizations to help carry out its programs and objectives.  Unrestricted and restricted grants and contracts shall be held in financial accounts appropriate to the conditions of these awards and their intended use. 

Section 5. GIFTS AND ENDOWMENTS.  The Association may receive gifts or endowments where there are special requirements imposed as a condition of acceptance of funds.  In such instances, the Association Council shall review the conditions of the gift or endowment, decide on acceptance, and specify conditions for controlling the funds.  Funds accepted with conditions shall be held in financial accounts appropriate to the conditions and intended use.

Section 6. USE OF FUNDS.  The Association shall use funds collected only to accomplish objectives and purposes stated in these Bylaws.  No member or group of members shall commit the financial resources of the Association in any manner except as stipulated in these Bylaws.

Section 7. DISSOLUTION.   In the event the Association is dissolved, the Association Council then in office shall remain in office until all affairs of the Association have been properly terminated.  Any funds remaining after payment of debts and obligations shall be distributed to one or more qualified educational or scientific organizations.

ARTICLE  XIII
MEETINGS AND BUSINESS

Section 1. SCHEDULING OF MEETINGS.  The Association Council shall have authority to set the time and place of meetings of the Council, the Annual Convention, and the Annual Business Meeting.  On the petition of ten percent of the Association Members, the Council must call a meeting to be held within three months of the date of the petition.  Any resolution passed at that meeting shall be submitted to the Members of the Association for action.

Section 2. ANNUAL CONVENTION AND BUSINESS MEETING. 
(a) Annual Convention.  A convention to further the purposes of the Association shall be held each year, except for sufficient reason. 
(b) Annual Business Meeting.  At the time of the Association’s Annual Convention, one session shall be arranged for review and discussion of Association affairs at which the President shall preside and respond to questions from the membership.   Items discussed at the Annual Business Meeting that require Council action will become agenda items at the next meeting of the Association Council.

Section 3. NOTICE OF MEETINGS.  Announcement of time and place of any meeting of the Membership shall be made as far ahead as is reasonably possible.  In any case, notice shall be communicated to Members at least three weeks in advance. 

Section 4. RULES OF ORDER.  In all cases to which they apply and do not conflict with the provisions of these Bylaws, Robert’s Rules of Order (current edition) shall govern all business meetings of the Association.

Section 5. MEMBERSHIP APPROVAL.  Items of business requiring the vote of the Association Members shall be transacted by mail, electronically, or by other means as determined by the Council, and must originate from the Council, except as provided for in Section 1, above, of this Article.  It shall also be in order for any Association Member to introduce these items for discussion and reconsideration at the next succeeding Business Meeting of the Association.  A majority vote of the Association Members present at the Business Meeting shall be sufficient for resubmission of an action to the vote of Association Members with opportunity for those favoring resubmission to state their case.

ARTICLE  XIV
AMENDMENTS AND REVISIONS

Section 1. INITIATION.  Amendments to or other changes in the Articles of Incorporation or these Bylaws may be initiated in two ways.
(a) The Council may formulate amendments and submit them to the Association Members for a vote, along with any arguments it chooses to present about the amendments.
(b) Any five percent of the Association Members may submit to the Council a proposed amendment or amendments in writing and signed by the sponsors.  The Council shall then submit the proposed amendment with any arguments advanced by its sponsors and with the Council arguments and recommendations to the Members of the Association for decision.

Section 2. ADOPTION. 
Amendments or revisions may be acted on by the Members of the Association as follows:
The Executive Director shall provide the proposed changes, accompanied with explanations and arguments, a ballot, and a request for a vote to all Association Members.  At least 30 days must elapse between the date on which the proposal is provided to the Association Members and the date on which the vote is counted.  An affirmative vote by two-thirds of the Members casting ballots within 30 days shall be sufficient for acceptance of an amendment.   The Executive Director shall review the procedures and certify the results.  The results of the vote shall be reported to the membership promptly.  An amendment to the Bylaws becomes effective upon acceptance unless otherwise specified on the ballot.  Amendments to the Articles of Incorporation shall be effective upon the issuance of a Certificate of Amendment from the Recorder of Deeds.

AERA Bylaws, As Amended February 2011 (PDF)