(a) To promote and preserve the general welfare of industrial/organizational, educational, certification, licensure, clinical and other forms of testing and their value to society.

(b) To unite test publishers and related professional organizations together into a permanent organization to foster and maintain collegial relations among them, and to enable them to work with other professional and business organizations which may have an interest in testing and its uses.

(c) To encourage a high level of professionalism and business ethics, to seek through cooperative efforts the elimination of unfair and unbusinesslike methods of operation, and to improve both the image and practice of psychological testing in general, including through the creation and maintenance of industry standards and guidelines.

(d) To encourage federal and state regulation and legislation that is advantageous to the members and test users, and which advance the position of the industry and the science that supports it.

(e) To increase the viability of test publishers by providing needed education, training, and exchanges of ideas on operations and industry trends in a manner consistent with all legal and professional requirements.

(a) Any individual, partnership or corporation that is a test publisher or related professional organization may apply for regular membership in the Association by filing an application, together with a check for dues, with the Association's Secretary.

(b) Any regular member must be willing and able to abide by all of the Association's By-Laws and applicable Codes of Conduct, as expressly stated on the application form.

(c) An application for regular membership shall be deemed valid unless rejected by the Association Secretary, in which case the check shall be refunded and a letter of explanation mailed to the applicant. When the Secretary ascertains that an application is valid, he or she shall submit it to the Board of Directors for its review and final acceptance.

(d) Following its acceptance for membership, each such regular member shall appoint and certify to the Secretary of the Association a person to be its representative, which representative shall participate in any regular or special meeting of the Association and shall have one (1) vote in the affairs of the Association. In the event that the certified representative of a regular member becomes disabled or is unable to participate, the regular member shall be entitled to appoint and certify a replacement person to be its representative.

(a) Any individual, company or organization that is not a test publisher or related professional organization and that sells to or buys from the test publishing industry, (e.g., computer manufacturers, suppliers of products and services used by the test publishing industry. Lawyers, certified public accountants, trade associations, etc.) may apply for associate membership in the Association by filing an application, together with a check for dues, with the Association's Secretary.

(b) Any associate member must be willing and able to abide by all of the relevant By-Laws, as expressly stated on the application form.

(c) An application for associate membership shall be deemed valid unless rejected by the Association's Secretary, in which case the check shall be refunded and a letter of explanation mailed to the applicant. If the Secretary is uncertain about whether an application is appropriate, he or she may request that the Board of Directors review and accept it.

(d) Any such Associate member in good standing shall be entitled to participate fully in all activities of the Association and shall be in all respects possessed of all rights and prerogatives normally associated with membership in a trade association, with the sole exception of voting, which is reserved to regular members. Although no such Associate member shall have a vote in any proceeding of this Association as such, nothing in these By-Laws shall affect the rights of such members to vote in any committee of this Association to the extent conferred in other sections of these By-Laws.

(e) The Board of Directors shall have the authority to clarify any questions concerning associate membership definitions or qualifications.

(a) The annual dues of both regular and associate members shall be determined by the Board of Directors.

(b) Member dues shall be invoiced once each year. New member dues will be prorated accordingly.

(c) Any member or associate whose dues have not been paid within sixty (60) days after the applicable invoice date shall receive a reminder notice, and after dues remain unpaid for ninety (90) days, the member or associate shall be notified in writing that their membership has been suspended for nonpayment. Membership may be reactivated once the current dues have been paid. No member or associate may register for or attend any function of the Association at the member rate until all dues have been paid.

(a) A member or associate may be suspended or expelled by a three-quarters (3/4) vote of the full Board of Directors at a duly constituted meeting for violation of By-Laws or any other conduct prejudicial to the interests of the Association. A notice of this meeting, accompanied by a statement of the charges, shall be sent by certified mail, return receipt requested, to the member at the last known address at least twenty (20) days before the Board of Directors meeting at which the charges are to be presented. The member shall have the right to appear in person, and may be represented by legal counsel, to present any defense to such charges before action by the Board. The Board shall have the right to determine the length of any suspension and the terms of any expulsion.

(b) Any member or associate may resign from the Association by giving written notice of such intention to the Secretary of the Association, at least thirty (30) days before the end of the current year. Resignations shall be effective at the close of the current year and upon fulfillment of all obligations.

(a) No member shall use the Association's name or its seal for any commercial use or claim that the Association has certified, endorsed or approved any of its tests or other products or services.

(b) No member shall represent or claim to represent the Association without prior approval of the Board of Directors.

(a) The governing authority of the Association shall be vested in the Board of Directors, which shall have supervision, control, direction and responsibility for the affairs of the Association. The Board shall determine Association policy, subject only to the limitations of these By-Laws, and shall adopt such rules and regulations for its conduct as it deems advisable, and shall collect and disburse Association funds.

(b) The Board of Directors, in the execution of its powers granted herein, may appoint such agents as it shall consider necessary, and delegate responsibility for carrying out its functions to such agents, but the Board shall always remain accountable to the regular members from whom its powers derive.

(a) The Board of Directors shall generally consist of eight (8) members who shall serve without pay and who will be chosen from the regular membership at large, except that there shall be at least one (1) member from each of the areas of psychological testing represented by the organization, unless there are no nominations from any one of such areas. Notwithstanding anything herein to the contrary, the Board of Directors may include up to ten (10) members if the conditions set forth in 4.03 (d) and 4.03 (e) are met.

(b) The chairs of the committees covering the testing areas represented by the Association shall be Ex-officio members of the Board of Directors, without the right to vote, and who shall not be counted for purposes of a quorum.

(c) The term of office for each member of the Board of Directors shall be two (2) years, and any Director cannot serve more than three consecutive terms. Notwithstanding this provision, the each existing member of the Board of the Association of Personnel Test Publishers shall serve an initial term of three (3) years as a Director of ATP, in order to provide continuity to the new organization.

(a) Only individuals who are employed by a regular member, or who are members by virtue of being self-employed or in a partnership, are eligible to be elected as a Director. No more than one individual from each regular member may serve as a Director at one time.

(b) A slate of candidates for the Board of Directors shall be selected by the Nominating Committee. Notice of the slate of candidates shall be given at least seven (7) days before the annual meeting. Additional nominations may be made by any regular member in good standing, provided that such names are submitted to the Secretary at least seven (7) days before the annual meeting.

c) The members of the Board of Directors shall be elected by the regular members of the Association prior to the end of the fiscal year and shall assume office on the first day of the new fiscal year. Each regular member shall vote for up to eight (8) Directors.

(d) The Chairman of the Board shall be selected by and from the members of the Board of Directors and shall serve for a one year term. A Chairman-Elect shall also be selected, who shall succeed to the chairmanship upon the conclusion of the current Chairman's term. Upon the succession of the Chairman-Elect, a new Chairman-Elect shall be chosen by the Board of Directors. In the event that the outgoing Chairman does not retain his/her board seat, the outgoing Chairman shall serve as Director for a one (1) year term.

(e) Notwithstanding anything to the contrary in Article IV, if the Chairman-Elect does not retain his/her board seat, he/she shall still serve as Chairman of the Board for a one (1) year term and retain the right to vote.

(a) Any Director may resign at any time by giving written notice to the Association's Secretary and such resignation shall take effect at the time specified.

(b) Upon the resignation of a Director, or if there is a vacancy for any other reason, including death or removal, the Chair of the Board of Directors may appoint another eligible member to fill out the remaining term, or until a special election can be held at the next available meeting.

(a) The Board of Directors shall meet at least two times each year, including the Annual Meeting. The Chair shall designate the time and place these meetings, and as well as other special meetings that may be called from time to time, at the request of three (3) Directors. If necessary for the efficient operation of the Board of Directors, special meetings may be held through conference telephone calls, so long as notice is given to each Director at least five (5) days in advance. Similarly, the Board may hold elections or vote by means of mail ballots, so long as notice is given to each Director at least five (5) days in advance.

(b) Each Director shall have one (1) vote at any meeting of the Board of Directors. No proxy voting shall be permitted.

(c) A majority of the Directors shall constitute a quorum for the transaction of business. On all matters, except for the establishment of dues, suspensions and expulsions of members, and amendments to these By-Laws, a majority of Directors present and voting is required for affirmative action. On matters of dues, suspensions and expulsions of members, and proposed amendments to the By-Laws, an affirmative vote of three-quarters (3/4) of all Directors shall be required, a quorum notwithstanding.

(d) Written notice of the date, time and place for meetings of the Board of Directors shall be sent by mail or facsimile to each Director at least ten (10) days in advance of each such meeting.