The Constitution of the e-Assessment Association
The eAA Constitution
March 2018 (v4)
The Board of the eAA undertook a detailed review of the Constitution, which was approved by a majority vote via an e-poll of members, March 2018.
The Constitution of the e-Assessment Association
1. Name and date of commencement
The association shall be called the e-Assessment Association (hereinafter referred to as the eAA) and shall be constituted from March 2008.
2. Aims and Objectives
The e-Assessment Association is a not-for-profit membership body with three major goals. To provide professional support and facilitate debate and discussion for people involved in this field of expertise; create and communicate the positive contributions that technology makes to all forms of assessment; and to develop statements of good practice for suppliers and consumers of e-Assessment technologies.
The association strives to build awareness of the benefits that technology can bring to assessment particularly around delivering improvement to learning and assessment, rather than just greater efficiency.
3.1 Ordinary membership shall be open to any individual. Organisational membership shall be open to any organisation interested in furthering the aims and the objectives of the eAA. The annual subscriptions are determined by the Board of Management and approved by a majority vote at each Annual General Meeting.
3.2 Each Organisational member may nominate Associate members up to the number as determined by the Board of Management, based upon the Level of Sponsorship. An Organisational member may replace its nominated Associate members at any time.
3.3 Any member, Ordinary or Organisational, joining the eAA before 2009, shall be acknowledged as a Founder member by paying for their first annual subscription at double the prevailing rate.
3:4 A member should notify the eAA Membership Secretary of a change in his/her affiliation or status. If the member is an associate member his/her membership status will change if he/she changes organisation.
4.1 The Board of Management shall be elected using e-voting conducted over 10 days in the 30 days leading up to the Annual General Meeting.
4.2 An individual who is both an Ordinary and Associate member can vote only in one membership capacity.
4.3 No Board member may serve for more than 3 years without seeking re-election so that, in each election year, 5 of the 15 Board members will either have to stand down or seek re-election. This is in order to ensure continuity but also provide an opportunity every year for a fresh injection of Board members.
4.4 The Board shall comprise no more than 15 elected members, with no more than 9 representatives from Ordinary members and no more than 6 representatives from the Organisational members. The Board shall have the power, if deemed to be in the best interest of the eAA, to co-opt up to 4 additional members for a specified period of time.
4.5 The Board shall elect from its membership a Chair, Deputy Chair, Treasurer and Secretary. If the post of any officer or other Board member should fall vacant after such an election, the Board shall have the power to co-opt replacement members, who shall serve for the remainder of the current year up to the next Annual General Meeting.
4.6 The Board of Management shall meet as often as required, but not less than 3 times between Annual General Meetings, in order to make and execute such decisions as are necessary in implementing the aims and objectives of the eAA. The Board of Management shall report all its activities to the Annual General Meeting.
4.7 The Board of Management shall appoint at its discretion and subject to a majority vote at a quorate Board Meeting, an Executive Board, made up of up to 5 Board Members which shall meet more frequently than the Board of Management in order to speed progress of eAA aims and objectives. The Executive Board shall be free to authorise expenditure in relation to a single purchase up to a maximum of £3000.
4.8 The Board of Management may disband the Executive Board at any time, based on a majority vote from a quorate Board Meeting.
4.9 All Board Members, as part of agreeing to stand for election, agree to the minimum commitments laid out in Appendix 1 for the term of their office.
4.10 An organisational board member, who leaves the employment of the organisation during his/her term, can be replaced by another member nominated by the organisation who will serve until the next AGM.
5. Rules of Procedure at Meetings
5.1 Annual General Meeting
5.1.1.General meetings of the eAA shall be held annually. Not more than fifteen months shall elapse between the date of one Annual General Meeting and the next
5.1.2.Approve the minutes of the previous year’s AGM
5.1.3.Receive reports from the Chair and the Secretary
5.1.4.Receive a report from the Treasurer and approve the annual accounts
5.1.5.Approve the annual subscriptions proposed for the incoming year
5.1.6.Announce the results of the election for the Board of Management
5.1.7.Announce results of voting on changes to the Constitution
5.1.8.Deal with any other relevant business
5.2 Extraordinary General Meetings
An Extraordinary General Meeting shall be called by an application to the Secretary from no fewer than 25 members, which is subsequently supported in an e-poll conducted over 10 days by at least two-thirds of the combined Ordinary and Associate membership. The Board of Management shall also have the power to call an Extraordinary General Meeting by decision of a simple majority of its members.
At least 30 days notice shall be given to all members of any General Meeting.
5.4 Voting in meetings
5.4.1.Each Ordinary or Associate member shall have one vote, which may be given in person or by an appointed proxy. An individual who is both an Ordinary and Associate member can vote only in one membership capacity.
5.4.2.With the exception of changes to the Constitution, decisions put to the vote shall be resolved by a simple majority of the Ordinary and Associate members at General Meetings.
5.4.3.The Chair shall have a casting vote in cases of equality.
5.5 Quora. For Board of Management meetings the quorum shall be 6, and for Executive Committee meetings the quorum shall be 3.
5.6 Changes to the Constitution
5.6.1 All proposals for changes to the Constitution must be proposed by at least 2 members.
5.6.2 Details of the proposed changes to the constitution shall be submitted to the Secretary for consideration at the next meeting of the Board of Management.
5.6.3 The Board of Management will review the proposed changes and, after discussion with the proposers, recommend or otherwise all or part of the proposed changes to the members.
5.6.4 Any change to the Constitution shall require a two-thirds majority in an e-poll of all members conducted over 10 days.
5.6.5 The proposers may choose to withdraw all or part of the proposed changes at any point up to the start of the e-poll.
5.6.6 The outcome of the e-poll will be announced at the next General Meeting, which will be the effective date for implementing the proposed changes.
6.1 The Board of Management shall make proper arrangements for the banking of the eAA’s funds, for receiving and recording funds, and for approving and making payments.
6.2 The Treasurer shall be responsible for the preparation of regular management accounts and the annual accounts of the eAA.
6.3 The annual accounts shall be audited or examined by a suitable independent agent approved by the Board of Management.
6.4 The Board of Management shall present the annual accounts at the Annual General Meeting.
The Board of Management shall have the primary responsibility to govern the activities of the eAA – see Annex A: The Governance of the eAA – and the authority to institute any necessary or desirable subordinate structures and committees – see Annex B: The Committees of the eAA.
A motion to dissolve the eAA shall require a two-thirds majority in an e-poll conducted over 10 days of all those eligible to vote at a General Meeting. In this event the liabilities of the eAA shall be discharged by the Board of Management. If there are residual assets the Board of Management shall identify a recognised charitable body to which these assets shall be distributed within 3 months.
e-Assessment Association 2018
Annex A: The Governance of the e-Assessment Association
- The e-Assessment Association (eAA) is headed by the Board of Management, which is unambiguously and collectively responsible for overseeing the eAA’s activities, determining its future direction and fostering an environment in which the eAA’s Mission is achieved. The Board of Management must ensure compliance with the statutes, ordinances and provisions regulating the eAA and its framework of governance and, subject to these, take all final decisions on matters of fundamental concern to the eAA.
- Individual Board members must at all times conduct themselves in accordance with accepted standards of behaviour in public life which embrace selflessness, integrity, objectivity, accountability, openness, honesty and leadership.
- The Board of Management shall meet sufficiently regularly and normally not less than four times a year, including at least one face-to-face meeting, in order to discharge its duties effectively.
- The Constitution and this statement of the Governance of the eAA will be published widely, along with identification of key individuals (i.e. Chair, Deputy Chair, Secretary, Treasurer, and Chairs of key committees).
- All members should exercise their responsibilities in the interests of the eAA as a whole rather than as a representative of any constituency. The eAA shall require any member to disclose any conflict of interests that may arise during the course of operating for or with the eAA.
- The Chair shall be responsible for the leadership of the Board of Management, and be ultimately responsible for its effectiveness. The Chair shall ensure that the eAA is well connected with its stakeholders.
- The Chair shall ensure that new members receive a full induction on joining the Board of Management.
- The Executive Board shall be responsible for ensuring compliance with all procedures and ensuring that papers are supplied in a timely manner with information in a form and of a quality appropriate to enable the Board of Management to discharge its duties.
- The proceedings of the Board of Management shall be conducted in as open a manner as possible, and information and papers restricted only when the wider interest of the eAA or the public interest demands.
Annex B: The Committees of the e-Assessment Association
To further the aims of the e-Assessment Association (eAA) and to facilitate its good governance, the Board of Management of the eAA has instituted an Executive Committee. Further committees may be created where appropriate. The Board of Management will define the remit and responsibilities of any new committee.
Executive Committee Board
to lead the execution of actions relating to achieving eAA’s aims. To meet more frequently than the Board of Management, in order to enable more rapid progress to be made. To manage all aspects of the eAA’s activities other than those activities reserved to the Board of Management as described in the constitution.
Chair, Treasurer plus up to 3 Board Members
oversight of the eAA's financial position and levels of subscription, oversight of financial procedures, preparation of annual and management budgets and accounts for the Board of Management.
FO/1 Current arrangements for banking and book-keeping
FO/1.1 The Association has business current and deposit accounts with Lloyds TSB Bank plc.
FO/1.2 Payments above £150 require two authorised signatories. Authorised signatories are any member of the finance committee, and/or the Chair. Payments under £150 may be authorised by any single authorised signatory.
FO/1.3 The Treasurer has Internet Banking access to all the Association’s accounts and may make payments by this method to any person or organisation subject to the approval procedure described below.
FO/1.4 Reasonable steps, equivalent to those for normal personal domestic use, are taken to maintain security of the eAA cheque book and other sensitive documents. In particular passwords are not written down or kept in unencrypted form.
FO/1.5 The Treasurer maintains a Receipts Register, a Payments Register, and a Payments and Receipts Document Register.
FO/1.6 Invoices are normally issued when the Association expects to receive payment, except that invoices will only be issued for personal/ordinary subscriptions on request.
FO/1.7 Invoices are numbered as recommended by the Independent Examiner in 2009
FO/1.8 Acknowledgement of sums received is made as appropriate, usually by email. Formal receipts are issued on request.
FO/2.1 The Treasurer reports the Association's financial position to the Finance Committee at agreed intervals (currently at least every quarter), and to the board in advance of every meeting of the full Board.
FO/2.2 Currently the Association uses "independent examination" of the annual accounts rather than employing the services of a professional auditor, following the guidelines contained in the following link:
These are the guidelines considered appropriate by the "Children's and Young People's Directorate" or CYPD. (The Association has also read advice from the National Council for Voluntary Organisations:
FO/2.3 On the assumption that the eAA holds its AGM in March of each year, annual accounts will be ruled off at the end of December to allow time for the independent examination to be carried out before the AGM.
FO/2.4 The accounts are discussed by the Finance Committee before the audit/examination takes place, and Finance Committee will report to the Board once it has the audit/examination report.
FO/3 Arrangements for approval of expenditure and payments
FO/3.1All payments must normally relate to expenditure discussed and approved in advance by the Board and within any limits and conditions made by the Board.
FO/3.2If approval for expenditure is needed before the next scheduled meeting of the Board, then the Chair, Deputy Chair or Treasurer may circulate by email the proposal to the whole Board or Finance Committee with a recommendation. To be approved, at least one Board Member (other than the original proposer and person sending the circular) must support the proposal by email and no objections be received within two weeks of the proposal being circulated.
FO/3.3Under exceptional circumstances the Chair or Acting Chair may authorise expenditure that has not been specifically approved by the Board as above but should beforehand consult as many members of the Finance Committee as possible and immediately notify all Board Members of the circumstances.
FO/3.4Whenever proposals for expenditure are agreed, either an exact amount must be specified or a budget limit set. A person should be nominated (the Budget holder) who will then have discretion to manage and approve expenditure within budget. The budget and the budget holder must be recorded in the minutes (if agreed at a formal meeting) or recorded as a 'matter to report' under the agenda of the next Board meeting (if agreed under the inter-meeting procedures described above).
FO/3.5Personal expenses may be claimed as described below, but it is hoped that Board Members who are in employment or business will, with the support of their employer or business, meet these costs in other ways.
FO/3.6The Board should maintain a list of 'generally approved' routine expenditure categories that will, provided that they are within budget, be deemed to be 'approved in advance' and thus payable without further specific Board approval. These will be included in a list of current budgets that the Treasurer will table at each Board meeting.
FO/3.7Travel and subsistence expenses need to be approved in principle in advance and will normally be factored in to the budget for the activity to which they relate. It will be the budget holder's responsibility to ensure that everyone involved in the activity knows this and to agree in advance on estimates for expected claims. Once the expenditure has been incurred, claims must be approved by the budget holder before passing them to the Treasurer for payment.
FO/3.8Claims for expenses must be made using the eAA expenses claim form and normally be supported by receipts for all amounts claimed, except that the Treasurer may use discretion to approve small items where there is other evidence of payment.
FO/3.9Subject to the budget-holder's approval, the Treasurer or other authorised officer of the eAA may make payments under £100 without further approval.
FO/3.10 Subject to the budget-holder's approval, payments over £100 must be further specifically approved, in writing, by email or by making the payment, by at least two Board members other than the payee in the following list: Chair, Treasurer, other members of the Finance Committee. All such payments must be notified to everyone in the list. Subject to this rule, payments may therefore be made by an authorised individual through Internet Banking, and the person carrying out this transaction is deemed to have given specific approval. Cheque payments will still require authorised signatories as agreed with the Bank.
FO/3.11In the case of claims made by the Treasurer or any person who makes an Internet Banking payment from eAA accounts, all claims will be treated as for larger amounts, in effect ensuring that written approval is obtained from two independent Board Members in such cases.
Appendix 1 – Associate Members
Each Organisational Member may have a number of associate members determined by the terms of their membership.
Appendix 2 – Minimum commitments for eAA Board Members
For an Ordinary board member:
- Min. 30 minutes per week on eAA matters/thinking about new activity/stuff (equiv of about 3.5 days per year);
- Contribute at least one 100-200 article on e-assessment per year;
- Fly the eAA flag at all relevant conferences and events attended;
- If speaking mention eAA and if possible include a slide about eAA at end of presentation;
- Take eAA flyers along for distribution (if possible/practical);
- If you have a stand anyway – request loan of eAA banner and display this;
- Propagate membership of eAA within and around your own organisation – not just e-learning/e-assessment people;
- Attend at least 2 meetings per year (virtually or face to face)
- Contribute new ideas on a regular basis
- Proactively declare conflicts of interest
For an Executive Group member (as above, but in addition):
- 60 mins per week (in total) on eAA related matters (7 days per year)
- Attend con call meeting every month for progress update, where possible
- Attend quarterly face to face meetings
- Proactively drive new projects and ideas forward
Appendix 3 – Asset List
See separate asset list