The name of this non-profit corporation is The Association of Test Publishers
(hereinafter the "Association" or "ATP").

The Association is a not for profit corporation organized and operated under the
general laws of Illinois, whose membership shall consist primarily of publishers
and/or providers of tests, assessments and/or consulting services, as defined in
Section 2.01.

The Association's principal offices initially shall be located in the District of
Columbia, but may be changed from time to time and the corporation may
maintain other offices at such locations within and without the District of
Columbia, as the Board of Directors shall deem appropriate.

The term "test publisher" is defined as any individual, company, or organization
that develops, validates, markets, sells, scores, interprets and/or provides tests
and/or assessment tools with psychometric properties, or services related to
assessment for clinical, occupational, certification, licensure, or educational uses.
Any test publisher must have at least one professional, qualified in testing or
assessment, on staff or under contract, who holds at least a doctorate in
psychology or measurement or substantially equivalent experience and/or
expertise deemed satisfactory in the judgment of the Board of Directors. Through
this mechanism, each test publisher is expected to comply with recognized
professional standards and guidelines, including those that may be established by
the Association or its committees.

The purposes of the Association shall be:
(a) To promote and preserve the general welfare of clinical, occupational,
certification, licensure, or educational, 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 unprofessional methods
of operation, and to improve both the image and practice of testing in general,
including through the creation and maintenance of industry standards and
guidelines.
(d) To encourage regulation and legislation that is advantageous to the members
and test users, and to encourage international strategies which advance the position
of the industry, its technology, 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.

There shall be two classes of membership: Regular (“Regular Member”) and
Associate (“Associate Member”) known collectively as Members (“Members”).

(a) Any individual, partnership or corporation that is a test publisher or related
professional organization may apply to become a Regular Member in the
Association by filing an application, together with remittance of funds for dues,
with the Association's Secretary or her/his designee.
(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 to become a Regular Member shall be deemed valid unless
otherwise determined by the Chief Executive Officer (“CEO”) or her/his designee,
in either case the CEO or her/his designee shall present to the Board, for its review
and final determination, a written recommendation together with the reasons for
that recommendation.
(d) Following its acceptance as a Regular Member, each such Regular Member
shall appoint and certify to the CEO (or her/his designee) or her/his designee, a
person to be its representative, which representative shall have one (1) vote in the
affairs of the Association and shall identify from which primary Division the
Regular Member’s representative would stand for election to the Board of
Directors. In the event that the certified representative of a Regular Member
becomes incapacitated or is unable to participate, the Regular Member shall be
entitled to appoint and certify a replacement person to be its representative, subject
to Board approval.
(e) The Board of Directors shall have the sole authority to clarify any questions
concerning definitions or qualifications of Regular Members.

(a) Any individual, company or organization that is not a test publisher or related
professional organization but 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, attorneys, certified public accountants, trade
associations, etc.) may apply to become an Associate Member in the Association
by filing an application, together with a check for dues, with the Association's
Secretary or her/his designee.
(b) Any Associate Member must be willing and able to abide by all of the
applicable By-Laws, as expressly stated on the application form.
(c) An application to become an Associate Member shall be deemed valid unless
otherwise determined by the Chief Executive Officer (“CEO”) or her/his designee,
in either case the CEO or her/his designee shall present to the Board, for its review
and final determination, a written recommendation together with the reasons for
that recommendation.
(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 exceptions of voting, holding office, or eligibility to serve on
the Board, which are reserved to Regular Members.
(e) The Board of Directors shall have the sole authority to clarify any questions
concerning the definitions or qualifications of an Associate Member.
Section 3.04 - Admission to Membership
Following the receipt and acceptance of an application for a Regular Member or
Associate Member, the CEO shall submit such application to the Board of
Directors for its review. Upon a majority vote of the Board of Directors, the
applicant shall be duly admitted to membership. However, if the final decision of
the Board of Directors is to reject the application, the applicant’s check shall be
refunded along with a letter of explanation.

(a) The annual dues of Members shall be determined by the Board of Directors. In
addition, the Board of Directors shall have the discretion to determine appropriate
terms and fees for any subscription services provided by the Association.
(b) No individual, other than the Chief Executive Officer or his/her designee, shall
have access to disaggregated member financial information, including but not
limited to, the actual amount of individual Members’ annual dues, and the
Member-specific business metrics, which are used to determine the amount of an
individual Member’s annual dues.
(c) Member dues shall be paid when invoiced or at such other times or on such
other basis as may be reasonable and prudent.
(d) Any Member whose dues have not been paid within sixty (60) days after the
applicable invoice date shall be sent a reminder notice, and after dues remain
unpaid for ninety (90) days, Member shall be notified in writing that their
membership has been suspended for nonpayment. Membership may be
reactivated once the total dues in arrears have been paid. No Member may register
for or attend any function of the Association at the member rate until all dues or
any other outstanding balances owed have been paid.

(a) At a duly constituted meeting, a Member may be suspended or expelled by a
three-quarters (3/4s) vote of the full Board of Directors 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
thirty (30) 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. In the event of suspension or
expulsion, the CEO shall notify the applicable representative in writing, informing
him/her of the charges, the actions taken by the Board, and the conditions, if any,
that must be met for reinstatement.
(b) Any Member may resign from the Association by giving written notice of such
intention to the CEO 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.
(c) In the event that the CEO is notified of a Member’s failure to observe these
Limitations on Membership the CEO shall investigate the matter and provide
recommendations to the Board which may include a recommendation for a
warning, suspension and/or expulsion and the Board shall consider the matter as
per the rules established for suspension, expulsion and resignations.

(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 management of the property, business and affairs of the Association, including
but not limited to the management of intellectual property. The Board shall
determine Association policy and procedures, subject only to the limitations of
these By-Laws and applicable state law, and shall adopt such rules and regulations
for its conduct as it deems advisable, including, but not limited to, a statement of
policy and procedures regarding conflicts of interest, with respect to members of
the Board of Directors, Officers, Divisions, Committees, Staff, Counsel, and all
others who perform any actions as a representative of or on behalf of the
Association. Notwithstanding any other language in this section, the Board shall
have all powers granted it under the laws of the State of Illinois.
(b) The Board of Directors, in the execution of its powers granted herein, may
delegate responsibility for carrying out such functions to the CEO, as it shall
consider necessary, 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) Regular Members
who shall serve without pay and who will be chosen from current Regular
Members, except that there shall be at least one (1) Regular Member from each of
the Divisional areas of 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 eleven (11) members if the
conditions set forth in 4.03 (d) and 4.03 (e) are met.
(b) 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 (3) consecutive terms.
Section 4.03 - Election of Board
(a) Only individuals who are employed by a Regular Member, or who are Regular
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 any Regular Member
may serve as a Director at one time.
(b) The Association shall hold annual elections electronically for the Board of
Directors following a call for nominations, submission of nominations, complete
with personal biographies, and creation of an electronic ballot that shall be held
open for a voting period of not less than two weeks. All Regular Members are
notified when the ballot and biographies are available for review and the polls are
open for voting. Each Regular Member will normally be provided a password for
the purposes of casting its one vote.
c) The members of the Board of Directors shall be elected by secret ballot
conducted among 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.
(d) The Chair of the Board shall be elected by and from the members of the Board
of Directors by secret ballot and shall serve for a one year term. In the case of an
emergency, as determined by a majority vote of the Board, the Board, with the
concurrence of the Chair, may elect the Chair for up to one additional consecutive
term. A Chair-Elect shall also be elected by and from the members of the Board
of Directors by secret ballot, and shall succeed to the Chair upon the conclusion of
the current Chair's term. Upon the succession of the Chair-Elect, a new Chair-
Elect shall be chosen by the Board of Directors. In the event that the outgoing
Chair does not retain his/her Board seat, the outgoing Chair shall serve as Director
for a one (1) year term
(e) Notwithstanding anything to the contrary in Article IV, if the Chair-Elect does
not retain his/her board seat, he/she shall still serve as Chair of the Board for a one
(1) year term and retain the right to vote.

A Director may be removed for cause from the Board of Directors by a threequarters
(3/4) vote of the remaining Directors at a duly held meeting and only after
charges have been presented to the Board of Directors and the Director in question
has been given an opportunity, with 30 days prior written notice, to defend against
the charges before a duly held meeting of the Board of Directors.
Section 4.05 - Resignations and Vacancies
(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 Regular Member to fill out the remaining term, or until a
special election can be held at the next available meeting.
(c) Upon the resignation of a Chair or if there is a vacancy for any other reason,
the Chair-Elect shall fill out the remaining term as Chair of the Board of Directors
unless the Board of Directors vote for a new Chair to be formally elected.

(a) The Board of Directors shall meet at least two times each year, including at 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 on other Board matters by means
of electronic 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
at which he or she is present. 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, facsimile, or email to each Director at least five (5)
days in advance of each such meeting.

The officers of the Association shall be the Chair, Vice-Chair, Secretary,
Treasurer, Chief Executive Officer (CEO), and General Counsel. All officers,
except for the Chief Executive Officer and the General Counsel, shall be elected
annually by the Board. The CEO and General Counsel shall be appointed
positions and shall serve at the discretion of the Board.

The Chair of the Board of Directors shall be elected in the manner provided in
Section 4.03(d). He or she shall preside over all meetings of the Board of
Directors, and act in an official capacity on behalf of the Association during his or
her term. The Chair shall be responsible for making appointments to fill seats of
officers in the event of a vacancy, subject to ratification by the Board of Directors.
Upon the expiration of her/his term, the Chair shall continue to serve on the Board
of Directors as the Past Chair for a one (1) -year term. The Past Chair shall serve
as chair of the Nominating Committee.

The Vice-Chair of the Association shall be the Chair-Elect. He or she shall assume
the duties of Chair in the absence of the Chair of the Board and shall also
coordinate the membership and educational activities of the Association. Should
the office of the Chair of the Board of Directors become vacant for any reason, the
Chair-Elect shall become Chair of the Association for the unexpired portion of the
term, and in addition, he or she shall be able to serve his of her full term under
succession unless the Board of Directors elect a new Chair.

The Secretary of the Association shall be elected annually by the Board of
Directors. He or she shall attend all meetings of the Association and the Board of
Directors, shall be responsible for keeping the minutes and official records of the
Association, and shall perform such other duties as may be prescribed by the
Board of Directors and these By-Laws; provided, however, that the Secretary may
designate these duties to a person authorized by the CEO.

The Treasurer of the Association shall be elected annually by the Board of
Directors. She or he shall oversee all Association funds and securities, shall keep
full and accurate accounts of all receipts and disbursements, make deposits of all
Association funds in the Association's name at such depositories as approved by
the Board of Directors, develop with the CEO the annual proposed budget for the
Association, present it to the Board for its approval, and shall perform such other
duties as may be prescribed by the Board of Directors and these By-Laws;
provided, however, that the Treasurer may designate these duties to a person
authorized by the CEO.

The Past Chair shall be the most recent Chair of the Association, who upon the
expiration of his or her term, shall be entitled to continue to serve on the Board of
Directors for an additional one-year term. The Past Chair shall serve as chair of
the Nominating Committee, consult with the current Chair and Vice-Chair to assist
in carrying out the membership and educational activities of the Association, and
perform such other duties as may be prescribed by the Board of Directors and
these By-Laws.

The CEO of the Association shall be hired by the Board of Directors. The CEO
shall be the Chief Executive Officer of the Association, responsible for managing
the daily operations of the Association, including any required filings that must be
made, and possessing the capacity to legally bind the Association contractually for
goods and services required to manage and operate the Association. Actions taken
by the CEO in the day-to-day operations of the Association shall be subject to
ratification by the Board of Directors at its next meeting. The CEO shall be an ex
officio member of the Board of Directors, with no right to vote.

The General Counsel of the Association shall be appointed by, and serve at the
discretion of, the Board of Directors. He or she shall attend all meetings of the
Association and the Board of Directors and ensure that all meetings are conducted
in accordance with these By-laws and other applicable laws, including federal
antitrust laws. He or she shall perform such other duties as may be prescribed by
the Board of Directors.

There shall be an Annual Meeting of the Association at which the Regular
Members of the Association shall meet and ratify the new Chair of the Board of
Directors who will have been elected according to Section 4.03 (d) and the new
Board of Directors who will have been elected via ballot according to Section 4.03
(b).

Special meetings of the Association shall be called by the Chair at the request of at
least five (5) regular members.

The Association may provide each year for an Annual Conference and one (1) or
more other conferences that will allow publishers and others to present:
(1) educational information that is both theoretical and methodological;
(2) scientific research articles relevant to testing; (3) technological developments
and issues applicable to testing, and (4) legal and ethical issues affecting testing.
Any such conferences shall be approved by the Board of Directors.

Written notice of all Association meetings defined in this Section 6, excluding any
conferences, shall be mailed by the Secretary, or her/his designee, to every
Member at least thirty (30) days in advance, showing the date, time, and place for
each such meeting. Where appropriate and available, an agenda or list of subjects
for each meeting shall also be provided.

If necessary for the efficient operation of the Association, or if a special meeting
has been called by the Chair in accordance with the Section 6.02, in lieu of
holding a face-to-face meeting, votes on the subject matter for such meeting may
be conducted by means of electronic ballots, so long as appropriate notice of the
matter being voted upon is given to each member at least five (5) days in advance,
unless the subject matter to be voted on is a modification of the By-Laws, in which
case advance notice to each regular member must be given at least sixty (60) days
in advance.

(a) Each practice and geographical area represented by the Association shall be
additionally represented by a practice or geographical area Division.

(b) Membership in each Division shall be open to every Regular Member in good
standing who wishes to participate in the work of the Division. Each Regular
Member shall be entitled to one (1) vote on matters before each Division in which
it participates; provided, however, that no Regular Member may have its
representatives holding more than one (1) Division chair at the same time unless
otherwise approved by the Board of Directors. In addition, Associate Members in
good standing whose interests are served by one or more practice area may
participate in these Divisions, but may not vote. Divisions shall have the
discretion to limit all or a part of their meetings to only voting members.
(c) Each Division shall be governed by an Executive Committee comprised of
three officers, elected on an annual basis from among its members: a Chair; a
Vice- Chair and a Secretary. Each Division Chair or her/his designee shall attend
all meetings of the Board, for the purpose of observing and participating in Board
discussions, as well as providing a report of the Division’s activities since the
previous Board meeting and a statement of the Division’s current goals and
specific objectives for the upcoming period.
(d) Each Division shall be entitled to hold meetings either separately or in
conjunction with meetings of the Association. Each Division shall have the
authority to conduct its affairs in any manner that the Executive Committee deems
appropriate, as long as its actions are consistent with these By-Laws and the
policies and procedures adopted by the Board of Directors of the Association.
(e) Budget requests and recommendations from each Division regarding
expenditure of Association funds for purposes of advancing the mission of the
Association may be submitted to the Board of Directors for its approval. Each
Division also shall have the power to make assessments or levy funds from its
members in order to fund the projects and activities approved by a majority of the
members, provided that such assessments are voluntary and approved by the

(a) The Nominating Committee, including its Chair, shall be appointed by the
Chair of the Board of Directors, shall consist of Regular Members, and where
possible shall include two (2) Members from each Division, two (2) Members who
have served on the previous year's Nominating Committee, and one (1) member
who is the Past Chair of the Board.
(b) Each member of the Nominating Committee shall have one (1) vote.
(c) The Nominating Committee shall comply with the provisions of Section
4.03(b), and shall be responsible for communicating the results of its deliberations
to the Chair of the Board, who shall ensure that the Secretary or his or her
designee prepares proper ballots for the election of the next Board.

In addition to the entities identified in Sections 7.02 (a) & (b), the Board of
Directors shall have the authority to appoint, in conjunction with the CEO, such
other standing, special, or other committees as may be required by these By-Laws
or as it may find are necessary to conduct the business of the Association. The
Board of Directors shall explicitly identify the specific goals, scope, membership
composition, and duration of each Committee. Each such Committee shall be
governed by an Executive Committee comprised of three officers, elected on an
annual basis from among its members: a Chair; a Vice- Chair and a Secretary.
Each such Committee shall report to the Board of Directors, and if requested by
the Board, shall attend Board meetings for the purpose of observing and
participating in Board discussions, as well as providing a report of the
Committee’s activities since the previous Board meeting and a statement of the
Committee’s current goals and specific objectives for the upcoming period.

The Association shall indemnify any Officer and Director against all expenses and
liabilities, including counsel fees reasonably incurred in connection with any
proceeding to which such person is a party, or in which such person may be
involved by reason of such status, except in instances where the Officer or
Director is found to have engaged in willful misfeasance or malfeasance in the
performance of his or her duties of the office. This provision shall be deemed to
cover former Officers and Directors to the extent that the claims against them
arose during their terms in office, they were operating within the scope of their
duties, and they are not found to have engaged in willful misfeasance or
malfeasance in the performance of those duties. The Association also may
indemnify, at the discretion of the Board of Directors, any individual acting on
behalf of the Association, in accordance with the laws of the State of Illinois.

The Association may, at the discretion of the Board of Directors, purchase and
maintain insurance on behalf of any person who is or was either a director, officer,
employee, or agent of the Association, or serving in such capacity for another
entity at the request of the Association, against any liability asserted against him or
her and incurred by him or her in any such capacity or arising out of such status,
whether or not the Association would have the power to indemnify an individual
under Section 8.01.

(a) These By-Laws shall be amended, repealed, or altered, in whole or in part, only
upon an affirmative vote of three-quarters (3/4) of the regular members, at a duly
called meeting of the Association, and only after the Board of Directors has
recommended such amendment, repeal or alteration by an affirmative vote of
three-quarters (3/4) of the Directors, at a duly called meeting of the Board of
Directors.
(b) Any such proposed amendment shall be mailed first to each Director at least
thirty (30) days before a scheduled meeting of the Board of Directors, and shall
then be mailed to every regular member of the Association at least sixty (60) days
before a scheduled meeting of the Association.

(a) A vote to dissolve the Association shall require unanimous approval of all
regular members in attendance at a scheduled meeting of the Association, and
proper notice must have been given to each regular member of the proposed
action. If the Association votes to dissolve itself, the final action of the Board of
Directors shall be to ensure the filing of all necessary papers with the State of
Illinois.
(b) The Association shall use its funds only to accomplish the purposes specified
in these By-Laws, and no part of such funds shall inure or be distributed to the
members of the Association upon dissolution.
(c) Upon the dissolution of the Association, any funds remaining shall be
distributed to one or more regularly organized and qualified charitable,
educational, scientific or philanthropic organizations which shall be selected by
the Board of Directors.

The official seal of the Association shall set forth the name of the Association and
shall contain the words "seal" and "Incorporated".

The fiscal year for the Association shall run from January 1 to December 31.

At all official meetings, conferences or deliberations of the Association, "Robert's
Rules of Order - Revised" shall control all parliamentary procedures.

In case of a conflict between provisions of these By-Laws, the more specific
provision shall prevail over the more general one. Nothing contained in these By-
Laws shall violate or conflict with any federal laws or with any laws of the State
of Illinois; however, to the extent that any provision is found to be in violation or
conflict, that provision shall be deleted from these By-Laws and shall not
otherwise affect any remaining provision thereof.

©1997 - 2010 Association of Test Publishers