NATIONAL ADULT EDUCATION PROFESSIONAL DEVELOPMENT CONSORTIUM, INCORPORATED
(As amended November 2012)
Article I - Name
Section 1. The name of this organization shall be the National Adult Education Professional Development Consortium, Incorporated.
Article II - Mission & Goals
Section 1. The mission and goals of the National Adult Education Professional Development Consortium, Incorporated shall be:
- To coordinate, develop and conduct programs of professional development for state adult education staff.
- To serve as a catalyst for public policy review and development as it relates to adult education.
- To disseminate information to the field of adult education.
- To coordinate the development of national and/or international adult education initiatives and link those initiatives to state programs.
Article III - Headquarters
Section 1. The headquarters of the organization shall be located at _444 North Capitol Street, NW Suite 422, Washington D.C. 20001. Operational offices may be established elsewhere at the discretion of the Executive Committee.
Article IV - Memberships
Section 1. “Membership” - Each of the state adult education agencies of the 50 United States, Puerto Rico, The Virgin islands, District of Columbia, Guam, American Samoa, Northern Marianas, Republic of Palau, and Republic of the Marshall Islands may become a Member of the consortium by paying annual dues.
Section 2. “ Membership” - Eligibility for Membership shall require: (1) Membership in the Consortium and (2) agreement to purchase educational staff development services from the Consortium. Members may also enter into an extended contract for additional services not provided by the basic staff development contract. Members are eligible to vote on matters pertaining to the Consortium as set forth by the Executive Committee.
Section 3. Non-members may contract for services through NAEPDC.
Article V - Executive Committee
Section 1. The Executive Committee of the National Council of State Directors of Adult Education (NCSDAE) shall also be the Executive Committee of the National Adult Education Professional Development Consortium (NAEPDC). Elections shall be conducted as prescribed in Article VI of the Bylaws for the National Council of State Directors of Adult Education.
Section 2. Membership and Terms of Office - Officers shall consist of a Chairperson, a Chairperson-elect, a Treasurer, an Immediate Past Chairperson, and eight representatives. Officers must represent Memberships in order to hold office in the Consortium. If the Chairperson, the Chairperson-elect, the Immediate Past Chairperson, the Treasurer or one or more of the eight representatives is from a non-member state, the Executive Committee will appoint a nominating committee to hold an election to fill the vacant seat(s). Candidates shall be State Directors of Adult Education from member states.
The terms of office of the Executive Committee and the eight representatives of the Membership shall be for two years with two exceptions — (1) the Chairperson-elect will be elected in the second year of the Chairperson’s term and will serve one year as Chairperson-elect, two years as Chairperson, and one year as Immediate Past Chairperson and (2) the first year of the Consortium. During the initial year of the Consortium, four of the eight representatives will be appointed for two year terms and four representatives to one year terms. This will ensure a rotating representation. One year appointees will be replaced during the second year of the Consortium by individuals who will serve a regular two year term.
Section 3. Duties of Officers - The Chairperson should preside over all meetings of the Consortium and of the Executive Committee and shall see that all resolutions and recommendations are put into effect and actions called for are carried out. The Immediate Past-Chairperson shall perform the duties and exercise the power in the absences or disability of the Chairperson. The Treasurer shall receive all funds paid to the Consortium and shall keep such records which are consistent with accepted business management practices and shall be responsible for maintaining the official minutes of the Consortium and the Executive committee of the Consortium.
The Consortium Board may assign the responsibility for receiving and disbursing funds to the Executive Director. The Executive Committee shall meet on the call of the Chairperson.
Article VI - Operational Organization
Section 1. Powers of the Executive Committee - The scope of authority of the Executive Committee will be set by the Membership of the Consortium. That authority will be subject to periodic review by the membership and revised as appropriate.
Section 2. Operational Policies - The Executive Committee shall establish the operational policies of the Consortium.
Section 3. Fee Structure - The Executive Committee shall develop a fee structure for services to Members and non-members.
Section 4. Ad Hoc Committees - Ad hoc committees may be established for any purpose. Ad hoc committees shall be established and discharged by the Chairperson. Any additional expenses incurred by Ad hoc committee members in attending meetings for which they cannot get reimbursement by their own state, will be paid by the Consortium.
Section 5. Administering Agency - An administering agency may be retained by the Executive Committee of the Consortium or the Executive Committee may elect, by a majority vote, to operate the Consortium independently. Should an external administering agency not be established, proper bonds shall be provided for that person or persons handling Consortium funds.
Section 6. Employment of Staff - When an administering agency is utilized: The Executive Committee shall, within the guidelines of the administering agency, employ an Executive Director and other staff as required to fulfill the Consortium level of responsibility based on need and availability of budget. When an external administering agency is not utilized: the Executive Committee shall employ an Executive Director to supervise the staff of the Consortium and work with the Executive Committee in operating the Consortium. The Executive Director shall attend all meetings of the Membership and Executive Committee.
Section 7. Financial Support of the Consortium - The dues for an eligible entity's Membership in the Consortium shall be established yearly at the annual meeting of the Consortium by a three-fourths affirmative vote of the Membership present. Initial membership dues may be established by the Membership at the first regular meeting, of the Consortium after its establishment.
Section 8. Fiscal Accounting - An annual accounting of all monetary receipts and disbursements shall be made by a qualified auditor and shall be submitted to the Executive Committee for review, reaction, and subsequent approval.
Section 9. Fiscal Year of the Consortium - Fiscal year of the Consortium shall be July 1 through the following June 30. Membership payments will be due by October 1 of the current fiscal year.
Section 10. The Program of Work Year - The Program of Work Year for the Consortium shall be July 1 through the following June 30.
Section 11. Amendment of Bylaws - Amendments to the bylaws may be proposed at any regular or special meeting of the Executive Committee. In order for amendments to be voted upon by the Membership, written notice must be given to the Membership thirty (30) days prior to the vote being taken. A vote of three-fourths of the Membership is required to amend the bylaws of the Consortium.
Article VII - Meetings
Section 1. Frequency of meetings - Meetings of the membership of the National Adult Education Professional Development Consortium, Incorporated shall be held at least two times per year. A meeting of the Executive Committee may be substituted as one of the two official meetings of the Membership. More frequent meetings may be called by the Chairperson or by a majority of the Executive Committee.
Section 2. Quorum - An official meeting of the Consortium shall require a quorum. A majority of the Members shall constitute a quorum.
Section 3. Voting Requirements - An affirmative vote of three-fourths of the Members present at an official meeting is required to pass all measures involving fiscal decisions, program establishment, and amendment of the bylaws.
Section 4. Governing Rules - Robert’s Rules Of Order, latest revised edition, shall be the governing rules of all meetings except when precluded by the bylaws.
Section 5. Special - Where a decision of the Membership is needed before an official meeting can be called, the Executive Director, with the approval of the Chairperson, may poll the Membership, by telephone, by mail or by electronic mail. A three-fourths affirmative vote of the Membership will be required to approve any such decision.
Section 6. Meeting Minutes - Minutes will be kept of all meetings of the Membership, the Executive Committee, and any Ad hoc committees and will be distributed to each member of the Membership.
Section 7. Annual Meeting - One of the two required meetings of the Consortium shall be designated as the annual meeting. This meeting will be held to coincide with the annual meeting of the National Council of the State Directors of Adult Education. The actual month, day, and hour of the meeting will be announced to the members no less than sixty (60) days prior to the meeting.
Article VIII - Programs
Section 1. General - The Consortium will operate within an annual Program of work. Goals and activities for the development of a professional adult education staff will be included in the plan.
Section 2. Materials Produced - Any materials developed by or for the Consortium as a result of the annual program of work will be the property of the Consortium. When applicable, materials developed for or by the Consortium shall be submitted for copyright to the Office of Copyright by the Executive Director of the Consortium. Such copyright will be submitted in the name of the National Adult Education Professional Development Consortium, Incorporated.
Article IX - Limits of Liability
Section 1. This Consortium is a no capital stock corporation, incorporated in the state/city of _Richmond, VA. It is understood that the limit of liability to any member entity is Payment of the annual dues assessment. It is further understood that in the event of legal suit, no liability exists beyond the liability of the corporation itself.
Article X - Dissolution
Section 1. In the event of the dissolution of the National Adult Education Professional Development Consortium, Incorporated, its property shall be disposed of at the discretion of the Executive Committee.