Following are the Bylaws of the National Test Prep Association, as of November 2022.
Article I. Name
The name of the corporation, founded in 2020, shall be the National Test Prep Association, Inc. (NTPA).
Article II. Purpose
The National Test Prep Association, Inc. (NTPA) is an independent, nonprofit organization created to promote the highest ethical standards among individuals who serve students and their families in the professional practice of standardized test preparation. In accordance with this purpose, NTPA:
encourages professional development and provides continuing education to its members and allied professionals;
Advocates for the appropriate and ethical use and administration of standardized tests;
represents the interests of the Association to the general public;
promotes and enforces professional behavior as stated in the NTPA Code of Ethics; and
provides support for test prep providers in the practice of their profession.
Article III. Membership
1. Membership is extended to individuals, organizations, and affiliates. Only a member may use the NTPA designation on promotional materials. Those individuals and organizations must:
a. meet the criteria for membership, and;
b. subscribe to the Code of Ethics of NTPA.
2. Student membership is open to qualifying individuals who
a. meet the criteria as established by the Board of Directors and;
b. subscribe to the Code of Ethics of NTPA.
3. Additional classes of membership may be established by the Board of Directors.
4. Annual dues shall be established by a majority vote of the members of the Board of Directors. Continued membership is contingent upon remaining up-to-date on membership dues.
5. Membership in NTPA may be terminated by a majority vote of the Board of Directors. The basis of termination may be for:
a. Failure to comply with the Code of Ethics
b. Failure to pay annual dues; or
c. Conviction of a felony.
6. Voting membership shall only be open to members of the Board of Directors, who, as a body, are charged to survey and seek out input from the general membership of the organization.
Article IV. Meetings
1. There shall be an annual meeting of the board at the annual NTPA national conference.
2. Special general membership meetings may be called by a majority of the Board of Directors.
3. Written notice of meetings shall be communicated to each Board Member via email at least one week in advance of every Board meeting, stating the purposes of each meeting called.
4. A majority of the members of the Board of Directors shall constitute a quorum for a meeting of the Board of Directors.
5. The Board of Directors will make governance and strategy decisions by majority-decision voting. A quorum is required in order to conduct a vote. In the event that there are fewer than six (6) directors present, any vote must be unanimous. The topics on which the Board will conduct votes include but are not limited to election of Board members, strategic planning decisions, significant financial expenditures, termination of NTPA members, changes to the NTPA bylaws, and other issues relating to governance and management of the organization.
Article V. Directors
1. The Board of Directors of the National Test Preparation shall have full authority and may exercise all the powers of the Association to carry out the affairs of the Association except as otherwise reserved to the members by these Bylaws. In the event of any vacancy in the Board of Directors, the remaining directors may exercise the powers of the full Board until the vacancy is filled.
2. The number of directors shall not be less than seven (7) or more than thirteen (13). The number of directors shall be determined by the Board of Directors at any annual or special meeting called for the purpose of electing directors, and when so fixed shall continue to be the authorized number of directors until changed by vote.
3. The Board of Directors shall consist of the following positions:
President assigned with convening and running meetings of the Board of Directors and general membership of the NTPA
Treasurer assigned with overseeing and reporting on the financial affairs of the organization in collaboration with the Chair of the Finance Committee
Directors assigned to oversee other responsibilities and lead committees that may include, but are not limited to: Ethics and Professional Practices, Continuing Education, Advocacy, Partnerships, Recruitment and Membership, Special Projects, Events, and Communication
4. Members of the Board of Directors will hold their Board seats for terms as follows:
President – 2 years
Treasurer – 2 years
Directors – 2 years for the first term and 1 year for each consecutive term
5. Board members cannot serve more than six consecutive years or for more than 10 years total on the board. If a member is appointed mid-term for a partial term, that term does not count towards their 3-term limit.
At the conclusion of a Board member’s initial term, that Board member may elect to serve an additional term or the Board may elect a successor. Successive appointed Directors shall hold office for the time periods specified above following their appointment and until their successor is appointed.
Unless specifically designated by vote of the directors in office, Board terms run from 1/1 to 12/31. The initial terms of the Board of Directors conclude 12/31/22.
6. The directors may remove any officer or director at any time by a majority vote of the full Board of Directors. A vacancy, however created, may be filled at any time by a majority vote of the directors.
7. Future members of the Board of Directors shall be drawn from organizational members in good standing who have demonstrated commitment and leadership to organizational functions of the NTPA over a period of at least 12 months. Any NTPA member can nominate themselves or a fellow NTPA member by submitting a Nomination Form through the NTPA website. Nominations must be submitted by 12/1 in order to be considered for the term beginning 1/1.
8. The election of new members of the Board of Directors shall occur during a December meeting of the Board of Directors and will be announced to membership by the beginning of the calendar year.
9. The Board of Directors shall hold an annual meeting at or within one week of the annual meeting of the Association.
10. Special meetings of the Board of Directors may be called by the President or a majority of the directors.
Article VI. Powers and Responsibility of Officers
1. The officers of the Association shall be the President and Treasurer. Subject to the provision of these bylaws each officer shall have in addition to the duties and powers set forth herein, such duties and powers as are commonly incident to their office and such duties and powers as the directors may designate.
2. The President of NTPA shall:
a. Serve as the chief officer of the Association and the Board of Directors. The President of the Board shall, subject to the direction of the Board of Directors, have general supervision and control of its business.
b. Call and preside at all general membership meetings and at all meetings of the Board of Directors and the Executive Committee.
c. Serve as an ex-officio member of all NTPA committees, except for the Nominating Committee.
d. Appoint members of the standing and special committees as provided for by these Bylaws, subject to the approval of a majority of the Board of Directors.
e. Act as, or appoint, a parliamentarian to ensure that these Bylaws are adhered to at all meetings of the Association.
3. The Treasurer of NTPA shall:
a. Ensure the maintenance of a record of the meetings of the Board of Directors and annual meeting of the membership.
b. Oversee the financial affairs of the Association, funds, and valuable documents of the Association, and establish such bank accounts as the directors may approve.
c. Serve as or supervise the Chair of the Finance Committee and shall supervise the preparation of an annual budget and report for submission to the general membership at the annual meeting.
Article VII. Standing Committees of the Board of Directors
1. The Board shall endeavor to establish the following standing committees of the Board of Directors:
b. Membership and Recruitment
c. Ethics and Professional Practices
d. Advocacy and Outreach
f. Access and Opportunity
2. The duties of these standing committees should include, but not be limited to, the following:
a. The Finance Committee shall present a proposed annual budget to the Board of Directors for its review and approval and then submission to the members at the annual meeting; make recommendations on financial matters to the Board of Directors and membership; and assist the Treasurer of the Board as appropriate. The Treasurer may serve as Chairperson, however the Board, in its sole discretion, may appoint a Member in good standing to serve as the Chairperson. The Finance Committee shall be selected from the members of the Association and appointed by the Board of Directors. The Finance committee shall consist of not fewer than three (3) members.
The committee has the duty to:
(1) Monitor the effectiveness of internal controls over financial reporting and compliance with laws, regulations, and agreements. Selects an auditor (licensed CPA or CPA firm) for regular audits at the discretion of the Board.
(2) Review the scope of the external auditor’s proposed audit.
(3) Review risks that are impacting the organization. Reports findings and recommendations to the Board.
(4) Monitor the implementation of any corrective action needed to remediate internal control deficiencies and/or audit recommendations.
(5) Review the annual Form 990 prior to submission.
(6) All other tasks that the Chairperson and/or Board deem necessary to ensure the financial health of the Association.
b. The Recruitment & Membership Committee shall review and have decision-making authority over all applications for membership. Further, the Committee shall promote awareness of NTPA among unaffiliated independent test prep providers, those transitioning to the field, and professionals in related fields. The mission of the Committee is to attract new members and to broaden NTPA’s presence in the professional community. The Committee shall initiate and support events for the purpose of welcoming, orienting, and building a sense of community among new and established members of the Association. The Chairperson of the committee shall be elected by the Committee and approved by the Board. The Membership Committee shall consist of not fewer than two (2) members.
c. The Ethics Committee shall promote awareness of and compliance with the statement of Code of Ethics. The Committee shall be responsible for periodically reviewing and recommending any changes in the Code of Ethics and grievance procedures. The Chairperson shall be appointed by the Board. The Committee shall consist of not fewer than three (3) members, which shall be appointed by the Chairperson.
(1) Allegations of noncompliance with the Code of Ethics against an NTPA member shall be referred to the Chairperson of the Ethics and Professional Practices Committee. The Committee will be responsible for interpreting and investigating noncompliance under the grievance procedures as specified in the Code of Ethics and making an appropriate recommendation to the Board for further action, if required.
d. The Advocacy and Outreach Committee shall develop policy recommendations that will promote the responsible and ethical use of testing, the positive impact of educators engaged in test preparation, and the value of academic standards. The Chairperson shall be appointed by the Board. The Committee shall consist of not fewer than three (3) members which shall be appointed by the Board and approved by the Chairperson.
e. The Events Committee shall take responsibility for the planning and execution of NTPA events, including, but not limited to, national conference, winter workshop conference, lunch ‘n learns, summits, and other events as the Committee deems necessary to further the mission of the NTPA. When developing events, the committee shall consider:
The Chairperson shall be appointed by the Board. The Committee shall consist of not fewer than three (3) members which shall be appointed by the Board and approved by the Chairperson.
f. The Access and Opportunity Committee shall develop policy and practice recommendations on how testing can help underrepresented and underprivileged groups throughout the country and pursue initiatives by which the NTPA can contribute to efforts to improve access to high-quality test prep resources. The Chairperson shall be appointed by the Board. The Committee shall consist of not fewer than three (3) members which shall be appointed by the Board and approved by the Chairperson.
Article VIII. Fiscal Year
The fiscal year of the Association shall run from July 1 to June 30 unless otherwise established by the Board of Directors.
Article IX. Parliamentary Authority
The latest edition of Robert’s Rules of Order shall govern all matters of NTPA not covered by these Bylaws.
Article X. Amendment to Bylaws
1. Amendments to these bylaws must be proposed by a member of the Board of Directors and approved by a majority of the Board.