eAA Constitution

In April 2025, eAA members voted in an ePoll and confirmed the completion of the incorporation of eAA and dissolution of the unincorporated association following the transfer of its assets and undertaking to E-Assessment Association Limited, a non-profit distributing company limited by guarantee. This marks an exciting new chapter in the eAA’s evolution, providing a solid legal foundation for our future.

The company provides a transparent, up to date and limited liability vehicle through which to operate eAA and fulfil its aims for the benefit of its members.  eAA’s Board members have legal duties to operate eAA to promote its interests as a membership organisation and it provides the protection of limited liability to its Board as volunteers.  We are delighted to develop and grow eAA with a company structure that is fit for purpose and reflects its professional standing.

This follows a vote in July 2024 when eAA members voted to transition the governance of the e-Assessment Association to a newly established company limited by guarantee. It was agreed that the unincorporated association would be formally dissolved via an ePoll, in accordance with Article 8 of the constitution. Incorporation was successfully completed on 25 February 2025 and the ePoll took place in April 2025.

Resolutions approved by a majority vote of eAA members present at the Extraordinary General Meeting held on 24th July 2024 

Resolution 1

• To approve the creation of a non-profit distributing company limited by guarantee to operate the e Assessment Association (eAA) to be called e-Assessment Association* and the proposed Articles of Association for the new company.

Resolution 2

• To transfer the assets, operations and liabilities of the old eAA to a new company limited by guarantee.

Resolution 3

• To approve the current Board of Management of the eAA being appointed the first directors of the new company limited by guarantee.**

Resolution 4

• To agree that when the new company is incorporated and the transfer of assets, operations and liabilities from the unincorporated association has taken place to formally dissolve the unincorporated association by e-poll as set out in Article 8 of the eAA’s Constitution.

*Provided that this name is acceptable to Companies House.

** Once the new Board of the company limited by guarantee has been established, appropriate sub-committees, including a Nominations Committee, will be set up.  As part of the Terms of Reference for the Nominations Committee a timetable will be established that enables nominations to be put forward by the members for the Board and to establish, as soon as practicable, a rolling schedule to enable the rotation of Board members to be put in place.

If any eAA member has any questions, please do not hesitate to contact us via email at [email protected]

The reason for the changes

The Board of the e-Assessment Association took legal advice on the most appropriate governance structure for an organisation such as the e-Assessment Association since its inception and given its development in recent years. Following this advice, The Board of Management resolved to transition the governance structure of the e-Assessment Association from its present form of an unincorporated body into a Company Limited by Guarantee. The Board believe that it is in the best interests of the association and the Board members to address that so that the risk of personal liability to Board members is reduced, particularly as they are volunteers. This should also encourage more members to seek appointment as any concerns about the risk of personal liability should be reduced. An incorporated body also gives a clear, transparent and up to date structure through which to operate the association for the benefit of its members and the company’s accounts and returns will be filed at Companies House and on the public record. It should be emphasised that this is a structural change and the Board of Management do not see it affecting the way in which the eAA operates in the future.