Welcome to a new regular feature to the Connections online newsletter—Communications from the AMTE Board.
Often, there is a misconception that academic types of folks take the summer off. We all know that this is a misnomer—in the summer, mathematics teacher educators find themselves teaching summer courses, working on research projects and writing teams, doing grant work, conducting professional development for in-service teachers, retooling syllabi, attending international conferences…you get the drift. Also, during the summer, the Board has been busy involved in AMTE work.
The Board held three meetings during the summer (June 3, June 17, August 19). Traditionally, the Board has not met during the month of July, although work continues throughout the summer. Each month, the Board considers a wide gamut of issues that includes ongoing AMTE work, current AMTE initiatives, and emergent issues in the mathematics and education communities that seem relevant to AMTE. A list of actions taken by the Board in the summer months is located at the end of this article.
Beyond the list of actions taken by the AMTE Board, I would like to highlight two important issues from this summer and one announcement.
CBMS Position on Active Learning in Post-Secondary Mathematics Education
The Conference Board of Mathematical Sciences (CBMS) is the umbrella organization for professional societies related to mathematics, consisting of 17 organizations. This spring, CBMS developed a position statement to promote active learning strategies in college mathematics courses. This position statement represents a significant stance about pedagogy in the higher education mathematics community: “AMTE joins the CBMS call for institutions of higher education, mathematics departments and the mathematics faculty, public policy-makers, and funding agencies to invest time and resources to ensure that effective active learning is incorporated into post-secondary mathematics classrooms.” AMTE President Christine Thomas was part of the writing team for the CBMS Position Statement and the Board approved President Thomas serving as a signatory on behalf of the AMTE Board of Directors. You can find a copy of the signed position statement on the AMTE website: https://amte.net/content/position-active-learning-post-secondary-mathematics-education
For many years now, AMTE has been designated as a 501 (c) 3 tax-exempt organization. Early AMTE leadership saw the importance of establishing AMTE as a non-profit entity. However, in the past two years, we have learned that AMTE has always operated as an unincorporated nonprofit organization. Why is this important and how could we proceed as an organization? Many organizations start out as unincorporated entities; usually they are smaller associations founded for a singular, short-term purpose (e.g., to raise funds for a community library). As an organization grows and becomes a more permanent entity, expanding in scope and business such as annual fund-raising, hosting annual conferences, publishing monographs, etc., it is highly recommended to file articles of incorporation and transition to a nonprofit corporation. We have found that AMTE is highly unusual as a larger organization with a long history that has tax-exempt status, yet is an unincorporated association.
There are two major reasons supporting the decision to incorporate that impact AMTE: (1) protection of AMTE officers, directors, and members from personal liability. As an unincorporated association, any legal action involving the organization could hold officers, directors, and even members individually responsible. It is reported that advocacy efforts can occasionally result in unanticipated lawsuits. The last thing AMTE would ever anticipate is being involved in some type of legal action. However, just last year, we had to settle out of court an inadvertent copyright infringement claim for a photo utilized on our website that was found on a “free” website. Thus, incorporation protects officers and directors from being held personally liable in any such event. (2) As an incorporated entity, there are better protections for increased business activity. In recent years, AMTE has been involved in applying for public or private grant monies, soliciting tax-deductible contributions, and seeking to make profits (which is allowed as a non-profit association as long as all profits go to the purpose of the organization and not for personal profit, e.g., we hope to not lose money on our annual conference). As AMTE continues to grow and expand in the services it provides to its members, the protections afforded a nonprofit corporation seem to be fiscally and legally wise.
How do we propose moving forward with incorporation? There are several steps and we want AMTE members to be aware of the process along the way. Incorporation resides and occurs at the state level, usually where the headquarters is located. Luckily, because AMTE throughout its history has long been such a well-organized and administered association, many steps will be easier for AMTE than for a brand-new organization:
- Establish directors and officers for the organization (AMTE already has these);
- Choose a name for the organization (We are—AMTE! But…we may have to add “inc” to the end of our full name);
- Prepare and file nonprofit Articles of Incorporation with the Secretary of State office;
- Establish a registered agent and office—often the agent is the legal counsel for the organization and we do have legal counsel on retainer;
- Prepare by-laws for the nonprofit corporation (AMTE has a constitution and bylaws that include practically everything that is required in corporate bylaws. New to us is that corporations are required only to have bylaws, not constitutions. Many of the items that we have in our constitution are required to be in the bylaws.);
- IMPORTANT NOTE about the above: The AMTE Constitution and By-Laws Committee members have been waiting patiently about moving forward with incorporation. While this is a separate issue than the proposed restructure, it seems sensible that if we need to make any modifications in our bylaws, that we not do that twice. While the organization can address the types of changes separately, it seems most reasonable that we address the by-laws all at the same time;
- Establish a corporate records binder to maintain documentation of by-laws, business meeting minutes, etc. (AMTE has maintained excellent records of minutes, constitution revisions, etc.);
- Re-file for federal and state tax-exempt status (this may take 2 -3 months to be processed).
AMTE is fortunate to have excellent legal counsel on retainer; Womble Carlyle Sandridge & Rice, LLP is a law firm founded in Winston-Salem, NC with offices in 15 cities including Washington DC and multiple states. They have lawyers specializing in nonprofit entities, and are highly experienced in assisting organizations with the process of incorporation.
The AMTE Board in 2015 voted to move forward with becoming an incorporated entity. The current plan is to move forward with all steps listed above, and establish the new nonprofit corporation of AMTE for the future. We will ask the Constitution and By-Laws committee to assess the transition of our current by-laws to the requirements of incorporation and prepare a motion for consideration at our 2017 AMTE Business Meeting. If approved, we will seamlessly (hopefully) transition from the original AMTE—a nonprofit unincorporated association—to the new AMTE—a nonprofit corporation. As we understand it at this point, there is likely little need to change anything in the content of our by-laws for incorporation; rather, we will have to reorganize the content to meet the requirements of incorporation.
We solicit your feedback and your questions, as they help us learn even more about this process and transition. We will include a complete summary of the proposed changes in the by-laws needed to meet incorporation in the Winter issue of the Newsletter, and will submit those for your consideration at the upcoming 2017 AMTE Business Meeting.
AMTE Polo Shirts and the Give 25 for AMTE’s 25th Campaign
AMTE is preparing polo shirts embroidered with an outline of the AMTE logo for sale. When you register for the conference, you may add a blue or purple polo shirt (there are both men’s and women’s cuts, along with a range of sizes S, M, L, and XL) for $40 each. Support AMTE and show your AMTE loyalty as well! NOTE: We will make shirt orders available outside the registration system for conference participants who decide to purchase one but did not do so when they registered. Look for the website link to order your shirt soon—shirts will only be available for pick-up at the 2017 Annual Conference.
Board Actions during June–August 2016
On June 3, the Board came together to discuss the evolving plans for restructuring AMTE’s organizational structure (see President Christine Thomas’ article). Discussion of the restructure was the only item on the agenda, providing both time and space for Board members to give feedback and ask questions as well as discuss suggestions about next steps.
On June 17, the Board held its regular monthly board meeting. During this meeting, the Board:
- Approved a motion to appoint Beth Herbel-Eisenmann and Maria Fernandez as new STaR Fellows Program staff members (Note: AMTE is now the administrative home for the STaR Program. Each summer, on a rotating basis, someone from the AMTE leadership team will participate on behalf of the organization. I had that honor this summer, and I can report that this is an invaluable program for mentoring outstanding early career faculty in mathematics education.);
- Approved a motion to restructure the work of AMTE around five divisions, each led by a Vice-President: (a) membership; (b) professional learning; (c) publications; (d) advocacy, equity and research; and (e) communications and outreach;
- Approved setting fees for the 2017 Conference that represents an increase of $20 in the registration cost ($10 increase for graduate students);
- Discussed but tabled approval of the 2016 – 2017 AMTE operating budget until the August 19 meeting.
Between the June 17 and the August 19 meeting, the Board considered some time-sensitive actions via email discussion and:
- Approved a motion for AMTE President and President-Elect to move forward with contacting individuals about serving as vice-presidents in the new structure;
- Approved a motion from the Awards Committee to increase the number of Susan Gay Graduate Student Conference Travel Scholarships to 5 for the 2017 Conference due to the large number of applications;
- Approved AMTE serving as a signatory party on the Conference Board of Mathematical Sciences (CBMS) Active Learning Statement;
- Approved the appointment of Joe Champion as AMTE representative to the Transforming Post-Secondary Education (TPSE) in Mathematics Initiative by CBMS.
In our August 19 meeting, the Board:
- Approved a report from Conference Director Susan Gay about moving forward in negotiations with a location for the 2018 annual conference;
- Discussed and approved the 2016–2017 fiscal year AMTE operating budget;
- Approved a motion charging the President, President-Elect, and Executive Director to begin making recommendations about how to complete committee assignments in light of the restructuring plans.