Certificate of Incorporation and By-laws (March 1986)

We, the undersigned, for the purpose of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly an act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, and the acts amendatory thereof and supplemental thereto, and known as the "General Corporation Law of the State of Delaware") do make and file this certificate of incorporation in writing and do hereby certify as follows, to wit:

 

FIRST: The name of the corporation (hereinafter called AAPOR) is

 

AMERICAN ASSOCIATION FOR PUBLIC OPINION RESEARCH

SECOND: The respective names of the County and of the City within the County in which the principal office of AAPOR is to be located in the State of Delaware are the County of New Castle and the City of Wilmington. The Name of the resident agent of AAPOR is The Corporation Trust Company. The street and number of said principal office and the address by street and number of said resident agent is No. 100 West Tenth Street, in the City of Wilmington, State of Delaware.

 

THIRD: The nature of the business of AAPOR and the objects or purposes to be transacted, promoted or carried on by it are exclusively religious, charitable, scientific, literary or educational and not for profit, as follows:

To stimulate research and study in the field of public opinion and social behavior; to facilitate the dissemination of research methods, techniques and findings through annual conferences, an official journal and other means; to promote the use of public opinion research in democratic policy formation; to encourage the development of professional standards; and, to serve as a representative national organization in international opinion research meetings and associations.

 

No substantial part of AAPOR's activities shall be devoted to attempting to influence legislation by propaganda or otherwise.

 

AAPOR shall have all powers to do all and everything which shall be necessary or suitable and proper for the accomplishment of its objects and purposes, including powers to do all things which shall be incidental or pertinent to or growing out of or connected with said objects or purposes, either alone or with one or more associates, provided the same be not inconsistent with the laws of the state of Delaware.

FOURTH: AAPOR shall not have authority to issue capital stock.

 

AAPOR is not organized for and shall not operate for pecuniary profit and shall not make or declare dividends. No part of its assets shall at any time inure to the benefit of any Member of AAPOR. Upon the dissolution or termination of AAPOR all money or other property which shall then be held by it shall, subject to the discharge of its valid obligations and to the applicable provisions of law, be distributed in accordance with the purposes and objects of AAPOR.

 

FIFTH: The conditions of membership of AAPOR and the classes of Members entitled to vote at any annual or special meeting of the Members shall be as provided in the By-Laws of AAPOR.

 

Except as provided in Article ELEVENTH hereof and in the By-Laws of AAPOR, every matter to be voted upon by the Members at any annual or special meeting of the Members shall be proposed in writing by (i) the Executive Council, or (ii) twenty-five (25) Members entitled to vote at any annual or special meeting of the Members and submitted to the Executive Council not less than fifty (50) days prior to the date of the meeting of the Members at which a vote upon such matter is requested to be taken.

 

SIXTH: The names and places of residence of each of the incorporators are as follows:

 

EIGHTH: The private property of the Members of AAPOR shall not he subject to the payment of corporate debts to any extent whatever.

 

NINTH: The business, property and affairs of AAPOR shall be managed by an Executive Council, except as otherwise provided in the By-Laws of AAPOR. The number of Executive Councilors, their qualifications, the manner of their election, their terms of office and removal there from, the number of Executive Councilors necessary to constitute a quorum at meetings of the Executive Council, the place and manner of conduct of their meetings, and the duties and powers of the Executive Councilors shall, subject to the applicable provisions of the laws of the State of Delaware, be as provided in the By-Laws of AAPOR.

 

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Executive Council is expressly authorized and empowered:

 

(1) To designate one or more committees, each committee to consist of two or more of the Executive Councilors of AAPOR, which to the extent provided in a resolution or resolutions of the Executive Council or in the By-Laws of AAPOR, shall have and may exercise the powers of the Executive Council in the management of the property, business and affairs of AAPOR and may have power to authorize the seal of AAPOR to be affixed to all papers which may require it.

 

(2) In addition to the powers and authority hereinbefore or by the laws of the State of Delaware expressly conferred upon it, to exercise all such powers and do all such acts and things as may be exercised or done by AAPOR subject to the provisions of the laws of the State of Delaware and the Certificate of Incorporation and By-Laws of AAPOR.

 

TENTH: Meetings of the Members and of the Executive Council may be held either within or without the State of Delaware and at such place or places, at such time or times and on such notice as shall I be provided in the By-Laws of AAPOR. Except as otherwise provided by the laws of the State of Delaware, the books and records of AAPOR may he kept either within or without the State of Delaware and at such place or places as may be from time to time designated by the Executive Council.

 

ELEVENTH: Except as provided in the By-Laws of AAPOR, no amendment, change, alteration or repeal of any provision of the Certificate of Incorporation or any provision of the By- Laws of AAPOR, or any amendment thereof, shall be made and effected unless it shall have been approved by the vote, at any annual or special meeting of the Members, of two-thirds (2/3rds) of the Members present in person or by proxy entitled to vote thereat as provided in the By-Laws of AAPOR, after having first been proposed by (i) the Executive Council, or ten percent (10%) of the Members entitled to vote at any annual or special meeting of the Members as provided in the By-Laws of AAPOR, and submitted to the Executive Council not less than (50) days prior to the date of the meeting of the Members at which a vote upon such amendment, change, alteration or repeal of such provision is requested to be taken.

 

TWELFTH- Every person now or hereafter serving as an Executive Councilor, officer, chairperson or member of a standing committee or employee of AAPOR, or at the request of AAPOR as a director, officer or employee of another corporation in which AAPOR owns shares of capital stock or of which it is a creditor (such person being hereinafter called an "Associate of AAPOR"), shall be indemnified and held harmless by AAPOR from and against any and all loss, cost, liability and expense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding, civil or criminal, in which he or she may become involved, as a party or otherwise, by reason of his or her being or having been an associate of AAPOR, whether or not he or she continues to be such at the time such loss, cost, liability or expense shall have been imposed or incurred, to the full extent permitted by the General Corporation Law of the State of Delaware.

 

AAPOR shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of AAPOR, or is or was serving at the request of AAPOR as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not he or she is an Associate of AAPOR and whether or not AAPOR would have the power to indemnify him or her 'against such liability under the provisions of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, we the undersigned, being all of the incorporators herein above named, do hereby further certify that the facts herein above stated are truly set forth and accordingly have hereunto set our respective hands and seals this 31st day of October, 1963.

 

STUART GOLDMAN

Stuart B. Goldman

 

CHARLES G. MOERDLER
Charles G. Moerdler

 

EZRA CORNELL IV [L. S.]
Ezra Cornell IV

 

STATE OF NEW YORK,
COUNTY OF NEW YORK,

 

BE IT REMEMBERED that on the 31st day of October, 1963, personally appeared before me Stuart B. Goldman, Charles G. Moerdler, and Ezra Cornell IV, all to me known and known to me to be the persons who executed the foregoing Certificate of Incorporation, and they severally acknowledged that said Certificate was so executed by them by their free acts and deeds.

 

GIVEN under my hand and seal of office the day and year aforesaid

 

CECELIA HILDEBRANDT

Notary Public

 

Cecelia Hildebrandt

Notary Public, State of New York
No. 24-1794600 - Dual. in Kings County
Certificate filed in New York County
Commission Expires March 30. 1965

 

[NOTARIAL SEAL]
 (FOR CERTIFICATE OF AMENDMENT)

 

IN WITNESS WHEREOF, said American Association for Public Opinion Research has caused this certificate to be signed by Seymour Sudman, its President, and attested by Albert E. Gollin, its Secretary-Treasurer, this 23rd day of July, 1981.

American Association for Public Opinion Research

By: SEYMOUR SUDMAN EL. S.1
President

Attest: ALBERT E. GOLLIN EL. S.1
Secretary-Treasurer

STATE OF DELAWARE,

NEW CASTLE COUNTY,
August 1981 A.D.

1, Leo J. Dugan, Jr. Recorder of Deeds for New Castle County, Delaware, do hereby certify that Certified Copy of Certificate of Amendment of Certificate of Incorporation of "AMERICAN ASSOCIATION FOR PUBLIC OPINION RESEARCH" was received for record in this office on August 18, 1981 and the same appears of record in the Recorder's Office for said County.

 

WITNESS my hand and Official Seal, this eighteenth day of

 

LEO J. DUGAN, JR. [L. S.)
Leo J. Dugan, Jr.
Recorder

 

Bylaws

 

Incorporated under the Laws of the State of Delaware BY-LAWS

Adopted November 8, 1963 as Amended July 14, 1967, April 27, 1979, April 25, 1980 and January 17, 1986.
AMERICAN ASSOCIATION FOR PUBLIC OPINION RESEARCH

ARTICLE I

Offices

 

Section 1. Principal Office. The principal office of the American Association for Public opinion Research (hereinafter referred to as AAPOR) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the resident agent in charge thereof shall be the Corporation Trust Company.

 

Section 2. Other Offices. AAPOR may have offices at such other place or place~_ as -the Executive Council may determine from time to time.

ARTICLE II

Members

 

Section 1. Original Regular Members. All persons who at the date of incorporation of AAPOR were members of the American Association for Public Opinion Research, an unincorporated association, shall constitute the original Regular Members of AAPOR.

 

Section 2. Membership Qualifications. Any person professionally engaged or interested in research or study in the field of public opinion and social behavior, who acknowledges in writing to AAPOR that he or she has read and subscribes to the AAPOR Code of professional ethics and practices set forth in Article IX of these By-Laws, and hereafter referred to as the Code, shall be accepted as a member of AAPOR.

 

Section 3. Classes of Membership. There shall be four classes of membership: (a) Regular membership; (b) Student membership, limited to full-time students at an accredited college or university; (c) Joint membership, available to one individual living in the same household as a regular member; (d) Honorary life membership, for which AAPOR members are eligible when they attain the age of 65, provided they have held membership in AAPOR for at least 20 years and have relinquished full-time employment.

 

Section 4. Duration, Termination, and Suspension. A member shall continue as such until death or until the termination or suspension of his or her membership as hereinafter provided.

(a) Any member can withdraw voluntarily from AAPOR by giving written notice of such withdrawal to the President or the Secretary Treasurer or the Associate Secretary-Treasurer. Such withdrawal shall take effect at the time specified in such notice but in no event prior to receipt of such notice by the President, the Secretary Treasurer, or the Associate Secretary-Treasurer, as the case may be. Acceptance of such withdrawal shall not be necessary for it to be effective.

(b) The membership of any Member may be terminated by the Secretary-Treasurer if such Member has not paid his or her dues within six (6) months from the assessment thereof.

(c) The membership of any member may be terminated with or without cause, by the vote, at any annual or special meeting of the members, of at least two-thirds (2/3rd) of the members present in person or by proxy (other than such member) entitled to vote thereat, after such removal was first proposed by the Executive Council or by at least fifty (50) members entitled to vote at any annual or special meeting of the members and submitted to the Executive Council.

(d) The Executive Council may suspend or terminate a Member's membership status for a violation of the AAPOR Code under the following conditions:

(1) The finding that such member is guilty of violating the AAPOR Code must be made in accord with the established procedures for investigating alleged violations of the Code.

(2) Both the finding of violation and the termination or suspension of membership must be voted by at least two- thirds (2/3rds) of the Executive Council members present at the meeting at which such votes are taken.

(3) Any member so suspended or terminated may appeal the decision of the Executive Council to the total membership. The decision of the Executive Council can be affirmed by majority vote of those members voting in person or by proxy.

ARTICLE III
 Meetings of Members

 

Section 1. Annual Meeting. The annual meeting of the Members for the election -of Executive Councilors and for the transaction of such other business as may come before the meeting shall be held at 9:30 a.m. on the last Friday in April in each year, if not a legal holiday under the laws of the state where such meeting is to be held; and if a legal holiday under the laws of said state, then on the next succeeding business day not a legal holiday under the laws of said state.

 

Section 2. Special Meetings. A special meeting of the Members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by order of the Executive Council at any time and shall be called upon the request in writing of at least one-hundred fifty (150) Members entitled to vote thereat.

 

Section 3. Place of Meeting. Each meeting of the Members of AAPOR shall be held at such place within or without the State of Delaware as shall be fixed by the Executive Council.

 

Section 4. Notice of Meetings, Proxies. Notice of each meeting of the Members, whether annual or special, shall be given to each Member entitled to vote thereat, stating the purposes thereof and every matter to be voted thereon together with a proxy enabling each such Member to vote either for or against every such matter, not less than fifteen (15) nor more than forty (40) days before the day on which the meeting is to be held, by delivering a typewritten or printed notice thereof to such Member personally or by mailing such notice, postage pre-paid, addressed to him or her at a post office address furnished by the Member to the Secretary-Treasurer for such purpose or, if any Member's address shall not have been furnished to the Secretary- Treasurer for such purpose, then at that post office address last known to the Secretary-Treasurer. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail postage pre-paid and addressed as set forth above in this section.

 

Section 5. Quorum. At each meeting of the Members, except as otherwise provided by law, twenty-five percent (25%) of the Members entitled to vote thereat shall constitute a quorum for the transaction of business. In the absence of a quorum any Officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until a quorum be had. At any such adjourned meeting that has been resumed at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

 

Section 6. Voting. At each meeting of the Members, every paid-up Regular , Honorary Life and Joint Member of AAPOR shall be entitled to one vote in person or by proxy. Student Members shall not be entitled to vote. Any vote may be given by the Member entitled thereto in person or by proxy appointed by an instrument in writing subscribed by such Member or by an authorized attorney and delivered to the Secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless said proxy provides for a longer period. At all meetings of the Members, all matters (except as otherwise provided, by law, by the Certificate of Incorporation of AAPOR or by these By- Laws) shall be decided by a majority of the votes cast by the Members voting in person or by proxy.

 

Section 7. List of Members. It shall be the duty of the Secretary-Treasurer, or other Officer of AAPOR authorized by the Executive Council to have charge of its books, to prepare and make, at least ten (10) days before every meeting of the Members, a complete list of the Members entitled to vote thereat. Such list shall be open to the examination of any Member during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, and which place shall be specified in the notice of meeting or, if not so specified, at the place where said meeting is to be held; and the list shall be produced and kept at the time and place of said meeting during the whole time thereof and subject to the inspection of any Member who shall be present thereat.

ARTICLE IV
Executive Council

 

Section 1. General Powers. The property, affairs and business of AAPOR shall be managed by the Executive Council.

 

Section 2. Composition and Terms of Office. The Executive Council shall be composed of the President, the Vice President, the Secretary-Treasurer, the Associate Secretary- Treasurer, the Chairpersons and the Associate Chairpersons of the Membership and Chapter Relations Committee, the Conference Committee, the Standards Committee, and the Publications and Information Committee, the Past President and two Councilors-at-large.

No person shall hold more than one position on the Executive Council I . An incumbent Executive Councillor who is, pursuant to the provisions of Section 6 of this Article, elected or appointed to another position on the Executive Council shall, upon election or appointment thereto, resign his or her former position thereon, which position shall then be filled in the manner provided in Section 6 of this Article.

 

The Vice President shall have a term of office of one year, at the end of which he or she shall become President. The President shall have a term of office of one year, at the end of which he or she shall become Past President. The Past President serves as Chairperson of the Committee on Nominations and shall have a term of office of one year.

The Associate Secretary-Treasurer shall have a term of office of one year, at the end of which he or she shall become Secretary -Treasurer. The Secretary-Treasurer shall have a term of office of one year.

 

The Associate Chairperson of the Membership and Chapter Relations Committee, Conference Committee, Standards Committee, and Publications and Information Committee, shall have a term of office of one year, at the end of which he or she shall become Chairperson of the particular Committee of which he or she was Associate Chairperson. The Chairperson for each of these four committees shall have a term of office of one year.

 

Councilors-at-large shall have terms of office of two years. Their terms of office shall be staggered so that only one Councillor-at large shall be elected each year.

 

Each person elected to the Executive Council shall take office fifty (50) days after his or her election or at the convening of the next Annual Conference, whichever first occurs, and shall hold office until the expiration of his or her term of office, or until his or her death, or until he or she shall resign, or until he or she shall have been removed, whichever first occurs.

 

Section 3. Nominations and Elections. All candidates for Executive Council positions must be paid-up members of AAPOR. Student members are not eligible to hold Executive Council positions. No person can be nominated without his or her prior consent. No person can be made a candidate for more than one office. Members of the Committee on Nominations are eligible for nomination by said committee.

 

The Past President, acting as Chairperson of the Committee on Nominations and on its behalf, shall submit to the members entitled to vote at the annual meeting of the members the names and short biographies of two candidates nominated for each Executive Council position to be filled by election. All such nominations shall have been previously approved by the Executive Council. The submission of names of candidates to the members entitled to vote shall be not more than ninety (90) nor less than sixty (60) days before the annual meeting of the members and shall be in the manner provided for notice of meetings in Article III, Section 4 of these By-Laws. The Past President may, at his or her option, prior to the preparation of the nominations, poll the members for suggested nominations.

Upon receipt of the names of the candidates submitted by the Past President, any group of at least twenty-five (25) members entitled to vote at the annual meeting of the members may nominate another candidate or candidates by so notifying in writing the Past President within twenty (20) days after the delivery or mailing of such names by the Past President. Thereafter, and subject to the approval of the Executive Council, which has final responsibility for determining candidates to be nominated for positions on the Executive Council, the Past President shall submit the list of candidates as it may be so amended, along with short biographies of any newly added candidates, to the members in the manner here in before provided in Article III, Section 4. Executive Council members shall be elected by a plurality of the votes cast by the members.

 

Section 4. Resignation. Any Executive Councillor may resign at any time by submitting written notice to the President or the Secretary -Treasurer. Such resignation shall take effect at the time specified therein but in no event prior to being submitted and, unless otherwise specified therein, acceptance of such resignation shall not be necessary in order for it to be effective.

 

Section 5. Removal. Any Executive Councillor may be removed, either with or without -cause, by the vote, at any annual or special meeting of the members, of at least two-thirds (2/3rds) of the members present in person or by proxy entitled to vote thereat, after such removal was first proposed by the Executive Council. If at
least fifty (50) members entitled to vote at any annual or special meeting of the
members propose to the Executive Council the removal of any member of the Executive Council, his or her removal shall be proposed to the members at the next annual or special meeting for which notice has not yet been sent.

 

Section 6. Vacancies on the Executive Council. Any vacancy in the office of President shall be filled in the manner set forth in Article V, Section 4. The office of Chairperson of the Committee on Nominations, but not the office of Past President, shall be filled in the manner set forth in this section. The office of Vice-President shall remain unfilled until the next regular election and until the person so elected takes office. Any other vacancy on the Executive Council caused by death, resignation, disqualification, removal, or any other cause, may be filled by a vote of the majority of the remaining Executive Councilors even if less than a quorum. Each Executive Councillor so chosen must be a paid-up member of AAPOR meeting the qualifications of Article IV, Section 3. He or she shall hold such office until the expiration of his or her predecessor's term of office.

 

Section 7. Place of Meetings, Offices, and Records. Except as otherwise provided by law, the Executive Council may hold its meetings, have one or more offices, and keep the books and records of AAPOR, at such place or places within or without the State of Delaware as the Executive Council may from time to time determine.

 

 

Section 8. Regular Meetings. The Executive Council shall meet during and at the same place the Annual Conference of the members. The Executive Council will provide, by resolution, the time and place for holding additional regular meetings. The Executive Council shall meet at least three times per year.

 

Section 9. Special Meetings. Special meetings of the Executive Council shall be held whenever called by the President, Vice President or Secretary-Treasurer. Notice of each such meeting shall be mailed to each Executive Councillor, addressed to him or her at his or her usual place of residence or usual place of business at least three (3) calendar days before the day on which the meeting is to be held, or shall be sent to said Executive Councillor at such place by telegraph, cable or wireless or shall be delivered personally or by telephone at least one (1) day before the day on which the meeting is to be held

Each such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise herein expressly provided. Any irregularities in the manner of giving or the failure to give notice will be deemed waived by an Executive Councillor attending the meeting without protest. When the meeting is attended by all the Executive Councilors without protest acts taken at such meeting are valid regardless of whether or how notice was given.

 

Section 10. Quorum and Manner of Acting. Except as otherwise provided by statute, one half (1/2) of the total number of Executive Councilors, but not less than two (2), shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Executive Councilors present at any meeting at which a quorum shall be present shall be the act of the Executive Council. In the absence of a quorum, a majority of the Executive Councilors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. Executive Council meetings shall be conducted according to Robert's Rules of Order.

 

Section 11. Remuneration. Executive Councilors shall not receive any salary for -their services as such, but by resolution of the Executive Council a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular and special meeting of the Executive Council. This section shall not preclude any Executive Councillor from serving AAPOR in any other capacity and receiving remuneration therefore.

 

Section 12. Special Procedures.

(a) Any action required or permitted to be taken at any meeting of the Executive Council may be taken without a meeting if all Executive Councilors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Executive Council.

 

(b) Members of the Executive Council may participate in a meeting of the Executive Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

Section 13. Ad Hoc Committees. The Executive Council may establish such committees of the Council having such duties and powers as it may deem appropriate. Such committees, however, are not empowered to exercise any of the powers or authority of  the Executive Council. A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Executive Council shall otherwise provide. The Executive Council may change the members of any such committee at any time, fill vacancies
therein or discharge any such committee with or without cause at any time.

 

ARTICLE V

Officers

 

Section 1. Officers. The officers of AAPOR shall be a President, a Vice President, a Past President, a Secretary- Treasurer, and an Associate Secretary-Treasurer.

Section 2. Other Officers and Agents. AAPOR may have such other officers and agents as may be deemed necessary by the Executive Council. Such other officers and agents shall be appointed in such manner, have such duties and hold their offices for such terms as may be determined by the Executive Council.

Section 3. The President. The President shall be the chief executive officer of WPUR -and shall be responsible for fulfilling the purposes of AAPOR. He or she shall serve as Chairperson of the Executive Council and as the official representative of AAPOR
in its relations with other organizations and the public.

 

Section 4. The Vice President. Except where by law the signature of the President is required, the Vice President shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments on behalf of AAPOR. In the event of the temporary absence or disability of the President, the Vice President shall perform all duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. In the event of the removal, resignation, death, or the disqualification of the President, the Vice President shall assume the Office of President for the balance of the current term; at the expiration of such term he or she shall continue in the office of President as provided in Article IV, Section 2.

Section 5. The Past President. The Past President shall serve as Chairperson of the Committee on Nominations and as the official representative of AAPOR in its relations with other organizations and the public in the event of the absence or disability of the
President and the Vice President.

 

Section 6. The Secretary-Treasurer. The Secretary- Treasurer shall, if present, act -as Secretary of and keep the minutes of all the proceedings of the meetings of the members and of the Executive Council in one or more books to be kept for that purpose; he or she shall also be responsible for communicating with the membership. The Secretary- Treasurer shall keep and disburse the moneys of AAPOR, as limited by these By-Laws and as directed by the Executive Council , shall keep correct books of account, shall render to the President and to the Executive Council at the regular meetings thereof, or whenever requested by them reports of financial transactions by him or her and of the financial condition of AAPOR. The Secretary-Treasurer shall also perform such other duties as shall be assigned to that office by the President or the Executive Council and in general shall perform all duties incident to the office of Secretary.

 

Section 7. The - Associate Secretary-Treasurer. The Associate Secretary-Treasurer shall perform any portion of the duties of the Secretary-Treasurer, as stated in Section 6, at the request of the Secretary Treasurer or the Executive Council. He or she shall act in place of the Secretary- Treasurer in the event of the absence or disability of the latter.

ARTICLE VI

The Standing committees

Section 1. The Committees. There shall be six (6) standing committees: Nominations, Membership and Chapter Relations, Conference, Standards, Publications and Information, and the POQ Advisory Committee.

(a) The Committee on Nominations shall prepare the lists of nominations for the election of Executive Councilors for submission by its Chairperson, as set out in Section 3 of Article IV of these By-Laws.

(b) The Committee on Membership and Chapter Relations shall have the responsibility of recruiting members; it shall be responsible for carrying out activities designed to further membership retention and for other membership matters which may arise. It shall also be responsible for the liaison with local chapters.

(c) The Conference Committee shall be responsible for planning and organizing the annual conference or conferences of the Members of AAPOR under the direction of the Executive Council.

(d) The Committee on Standards shall act to further the elevation of professional standards in the field of public opinion and social behavior research and study.

(e) The Committee on Publications and Information shall be responsible for all matters concerning publications of AAPOR, excluding those (such as the Directory of Members and Public Opinion Quarterly) which the Executive Council may designate as the responsibility of other Officers, Committees, or Members. This committee shall also establish and maintain relations between AAPOR and the public and shall assist the President and the Executive Council in the dissemination of information relating to the policies and activities of AAPOR.

(f) The Advisory Committee on Public Opinion Quarterly shall be responsible for oversight of Public Opinion quarterlypursuant to policies and procedures adopted by the Executive council . It shall recommend candidates for appointment as editor to the Executive Council, and appoint members of POQ's Editorial Board.

(g) Except for the Committee on Nominations and the POQ Advisory Committee, each standing committee shall have a Chairperson and an Associate Chairperson, the Associate Chairperson carrying out the duties of the Chairperson during his or her temporary absence or disability. The Chairperson of the Committee on Nominations is the Past President and in the event of his or her absence, disability, death, removal, or resignation the duties of such Chairperson shall he performed by the person selected by the Executive Council pursuant to Article IV, Section 6 of these By-Laws. The composition of the POQ Advisory Committee and the election of its Chairperson shall be governed by policies and procedures adopted by the Executive Council.

 

Section 2. Review and Approval of Committee Action. The actions of the six (6) standing committees shall be subject to the review and approval of the Executive Council.

 

Section 3. Committee Membership. Except for the POQ Advisory Committee, each Committee Chairperson shall select and appoint members of AAPOR to serve on his or her standing committee in consultation with the Executive Council and subject to Council approval. Any paid-up member of AAPOR may be appointed to serve on a committee. Each committee member shall serve as such for one (1) year and may be reappointed for successive terms. The President and the Secretary- Treasurer shall be ex officio members of the Conference Committee. No committee member shall receive remuneration for serving as such; however, nothing in this section shall preclude a committee member from serving AAPOR in some other capacity and receiving remuneration therefore.

 

Section 4. Manner of Acting. Subject to the directions of the Executive Council, the Chairperson of each standing committee may fix its rules of procedure, fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given.

ARTICLE VII
Local Chapters

Upon application to and approval of the Executive Council, Members of AAPOR may organize into local (city, state or regional) chapters with the aim of furthering the general purposes of AAPOR and shall be given recognition by AAPOR. The Executive Council may at any time, in its sole discretion, revoke such recognition.

 

Voting members and Officers in officially recognized local Chapters must be paid-up members of AAPOR. Each local Chapter shall prepare and submit to the Executive Council annually a summary report of its activities, a list of its members and a financial report, if there be one. Local Chapters shall not, except with the express approval of the Executive Council, make any public statement or enter into any contracts on behalf of AAPOR or in any manner represent, obligate or legally bind AAPOR. Local Chapters shall not take any action contrary to the policies and purposes of AAPOR.

ARTICLE VIII
Annual Conference

 

Section 1. Date of Annual Conference. The Executive Council shall in May, or at such other time as it may from time to time determine, in each year convene an Annual Conference of the Members of AAPOR.

 

Section 2. Place of Annual Conference. Each Annual Conference shall be held at such place within or without the State of Delaware as shall be fixed by the Executive Council.

Section 3. Advisory Business Meeting. At each Annual Conference, the Executive Council shall convene an Advisory Business Meeting of the Members for the purpose of reviewing the past year's activities and discussing future actions of AAPOR.

ARTICLE IX
 The Code

 

The Code of AAPOR shall be entitled and provide as follows:

 

CODE OF PROFESSIONAL ETHICS AND PRACTICES

We, the members of the American Association for Public Opinion Research, subscribe to the principles expressed in the following code. Our goals are to support sound and ethical practice in the conduct of public opinion research and in the use of such research for policy and decision- making in the public and private sectors, as well as to improve public understanding of opinion research methods and the proper use of opinion research results.

 

We pledge ourselves to maintain high standards of scientific competence and integrity in conducting, analyzing, and reporting our work and in our relations with survey respondents, with our clients, with those who eventually use the research for decision-making purposes, and with the general public. We further pledge ourselves to reject all tasks or assignments that would require activities inconsistent with the principles of this code.

THE CODE

 

I. Principles of Professional Practice in the Conduct of Our Work:

• We shall exercise due care in developing research designs and survey instruments, and in collecting, processing, and analyzing data, taking all reasonable steps to assure the reliability and validity of results.
• We shall recommend and employ only those tools and methods of analysis which, in our professional judgment, are well suited to the research problem at hand.
• We shall not select research tools and methods of analysis because of their capacity to yield misleading conclusions.
• We shall not knowingly make interpretations of research results, nor shall we tacitly permit interpretations that are inconsistent with the data available.
• We shall not knowingly imply that interpretations should be accorded greater confidence than the data actually warrant.
• We shall describe our methods and findings accurately and in appropriate detail in all research reports, adhering to the standards for minimal disclosure specified in Section III, below.
•  If any of our work becomes the subject of a formal investigation of an alleged violation of this Code, undertaken with the approval of the AAPOR Executive Council, we shall provide additional information on the survey in such detail that a fellow survey practitioner would be able to conduct a professional evaluation of the survey.

 

II .Principles of Professional Responsibility in Our Dealings With People

 

A. The Public:

1. If we become aware of the appearance in public of serious distortions of our research, we shall publicly disclose what is required to correct these distortions, including,  appropriate, a statement to the public media, legislative body, regulatory agency, or other appropriate group, in or before which the distorted findings were presented.

 

B. Clients or Sponsors:

1. When undertaking work for a private client, we shall hold confidential all proprietary information obtained about the client and about the conduct and findings of the research undertaken for the client, except when the dissemination of the information is expressly authorized by the client, or when disclosure becomes necessary under terms of Section I-C or 11-A of this Code.
2. We shall be mindful of the limitations of our techniques and capabilities and shall accept only those research assignments which we can reasonably expect to accomplish within these limitations.

 

C. The Profession:

1. We recognize our responsibility to contribute to the science of public opinion research and to disseminate as freely as possible the ideas and findings which emerge from our research.
2. We shall not cite our membership in the Association as evidence of professional competence, since the association does not so certify any persons or organizations.

 

D. The Respondent:

1. We shall strive to avoid the use of practices or methods that may harm, humiliate, or seriously mislead survey respondents.
2. Unless the respondent waives confidentiality for specified uses, we shall hold as privileged and confidential all information that might identify a respondent with his or her responses. We shall also not disclose or use the names of respondents for nonresearch purposes unless the respondents grant us permission to do so.

 

III. Standards for Minimal Disclosure

Good professional practice imposes the obligation upon all public opinion researchers to include, in any report of research results, or to make available when that report is released, certain essential information about how the research was conducted. At a minimum, the following items should be disclosed:

 

1. Who sponsored the survey, and who conducted it.
2. The exact wording of questions asked, including the text of any preceding instruction or explanation to the interviewer or respondent that might reasonably be expected to affect the response.
3. A definition of the population under study, and a description of the sampling frame used to identify this population.
4. A description of the sample selection procedure, giving a clear indication of the method by which the respondents were selected by the researcher, or whether the respondents were entirely self- selected.
5. Size of sample and, if applicable, completion rates and information on eligibility criteria and screening procedures.
6. A discussion of the precision of the findings, including, if appropriate, estimates of sampling error, and a description of any weighting or estimating procedures used.
7. Which results are based on parts of the sample, rather than on the total sample.
8. Method, location, and dates of data collection.

ARTICLE X
Dues

 

The Executive Council shall from time to time determine annual dues to be paid by Members and the manner and time of assessment and collection thereof; provided, however, the dues to be paid by Student Members shall not be more than one half (1/9) the dues to be paid by Regular Members.

ARTICLE XI

Financial Transactions

 

Section 1. Orders for the Payment of Money and Contracts. Allchecks, drafts or bits of exchange or other orders for the payment of money issued in the name of AAPOR shall be signed on behalf of AAPOR by either the President, the Vice President or the Secretary Treasurer. Except as aforesaid or as specifically authorized by the Executive Council, no officer, agent or employee shall have any power or authority to bind AAPOR by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount.

 

Section 2. Loans. No loan or advance shall be contracted on behalf of AAPOR, and no negotiable instrument shall be issued in its name, unless authorized by the Executive Councill. Loans and advances so authorized by the Executive Council may be effected at any time for AAPOR from any bank, trust company or other institution, or from any firm, corporation or individual. All bonds, notes and other obligations or evidences of indebtedness of AAPOR issued for such loans and advances shall be made, executed and delivered by two persons, one of whom shall be the President or the Vice President and the other of whom shall be the Secretary Treasurer. When so authorized by the Executive Council, any and all stocks, securities and other personal property held or owned by AAPOR may be pledged, hypothecated and transferred as security for the payment of any and all loans, advances, indebtedness and liabilities of AAPOR and of the interest thereon, and to that end necessary endorsements, assignments, and delivery may be made by the President or the Vice President.

 

Section 3. Deposits. All funds of AAPOR not otherwise employed shall be deposited from time to time to the credit of AAPOR in such banks, trust companies or other depositaries as the Executive Council may select. The Executive Council may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient. For the purpose of deposit and for the purpose of collection for the account of AAPOR, checks, drafts and other orders for the payment of money which are payable to the order of AAPOR shall be endorsed, assigned and delivered by either the President, the Vice President, the SecretaryTreasurer, or the Associate Secretary-Treasurer.

ARTICLE XII
Seal

 

AAPOR shall have a corporate seal which shall be in the form of a circle and shall bear the name of AAPOR and words and figures indicating the year and state in which AAPOR was incorporated, and such other words or figures as the Executive Council may adopt.

ARTICLE XIII
Fiscal Year

 

The fiscal year of AAPOR shall be the twelve-month period from July 1 through June 30 unless otherwise determined by the Executive Counci I .

ARTICLE XIV
Waiver of Notices

 

Whenever any notice whatsoever is required to he given by these By-Laws or by the Certificate of Incorporation or by the laws of the State of Delaware, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XV
Amendments

 

These By-Laws shall be subject to alteration, amendment or repeal and new By-Laws not inconsistent with any provision of the Certificate of Incorporation or the laws of the State of Delaware may be made, as provided in Article ELEVENTH of the Certificate of Incorporation.