CONSTITUTION

Last Revision: December 2005

Article I - Name

The name of the organization is: "The National Occupational Competency Testing Institute, Inc.," hereinafter referred to as NOCTI.

Article II - Purposes

NOCTI purposes include, but are not limited to, the following:

A. To serve as the occupational competency and employability skills testing choice for individual schools, secondary school districts, regional career centers, community colleges, and other educational entities involved in occupational competency testing.

B. To provide occupational competency testing materials and services on a fee basis, to:

1. The various state and teacher educational institutions (colleges and universities) engaged in preparing occupationally competent persons for teaching, supervisory, administrative or other leadership positions in (a) agriculture, (b) business, (c) marketing and distribution, (d) health occupations, (e) family and consumer sciences, (f) technical, (g) trade and industrial (h) career pathways and career clusters, and (i) other approved career and technical purposes.

2. Approved educational agencies which use employability skills to measure employability readiness.

3. Career/technical educational accrediting agencies that require occupational competency measures to evaluate instruction and program effectiveness.

4. Public or private career/technical education programs or systems which utilize cognitive, psychomotor, and affective domain assessments to measure student/trainee achievement in an occupation.

C. To improve or supplant existing performance and written occupational competency tests and to develop new ones.

D. To establish and approve test centers and to prepare test coordinators, administrators and test examiners.

E. To develop, distribute and administer tests and to score, analyze, disseminate and interpret test results (hard copy or online).

F. To conduct further research and development activities in occupational competency testing.

G. To conduct field studies and evaluations and to prepare reports and related documents.

H. To perform ancillary and related service functions with educational and non-institutional organizations that are dealing with any aspect, process, product or application of occupational competency testing.

I. To promote the validation of occupational competence through:

1. Satisfactory student performance on both the written and performance NOCTI tests.

2. Assessing an individual's competence as a prerequisite to teacher preparation.

3. Granting of collegiate credit for such occupational experience based on NOCTI tests.

4. Serving as a prerequisite to completing a program of study at the secondary, postsecondary, adult or collegiate levels.

5. Serving as the assessment used after completion of an apprenticeship in a business or industrial occupational setting.

6. Through collaboration with other industry based certification programs.

J. To work with governmental, industry and business entities in the development and promotion of occupational testing to measure general employability skills and workplace readiness.

K. To establish assessments focused on both economic clusters of occupations as well as occupational assessments surrounding career clusters.

L. To undertake activities necessary, suitable and proper for the accomplishment of these above described purposes, nationally or internationally, or to pursue any programs and services commensurate with NOCTI’s mission.

M. To work with educational leaders to establish evaluation instruments helpful in assessing a successful school environment.

Article III - Membership

A. Consortium Membership NOCTI shall have three classifications of membership: (1) Voting Consortium Member, (2) Nonvoting Participating Member and (3) Nonvoting Honorary Member.

1. Voting Consortium Membership Consortium voting membership of one vote per Constituent/state shall be based on a specified fee (to be determined by the Board of Trustees) for each Constituent/state or the purchase of an equivalent dollar amount of tests, either Job Ready, Experienced Worker or Customized tests. The voting representative shall be appointed by the appropriate State Director such as the Director of Career/Technical Education or Commerce, etc. to represent that state.

2. Proxies – A Voting Consortium Member entitled to vote at a Consortium meeting or to express consent or dissent without a meeting may authorize other persons to act for the Voting Member by proxy. A proxy shall be signed by the Voting Member’s authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the Voting Member executing it except as otherwise provided by statute.

3. Nonvoting Membership Nonvoting participating Membership shall consist of a representative of a state not meeting conditions of voting Membership as stipulated in Article III, A 1.

4. Honorary Membership Honorary Memberships shall be recommended by the Board of Trustees and shall be conferred at the Annual Business Meeting of the NOCTI Consortium of States to any individual who has provided distinguished service in accomplishing the purposes of NOCTI. Honorary Memberships shall be recorded on an appropriate master record in the NOCTI Central Office. Honorary Members shall have all the rights of Membership except voting.

5. Membership Year The membership year shall be a twelve month period from January 1 through December 31 beginning with Trustees elected after December 31, 2002.

B. Board of Trustees Membership - The permanent organization of the Board shall consist of eleven members; one shall represent the international constituency; one shall represent a regional career center, one shall represent a community college, one shall represent a teacher preparation institute, and two shall be from industry/business/labor and/or the military. All members shall meet the qualifications and conditions hereinafter described. Trustees shall be elected from among the Consortium membership at large, with due consideration for appropriate representation from geographic areas, professional affiliations and level of participation in the programs of NOCTI, with the following exception: membership of the Board of Trustees shall include the immediate past Chairperson of the Board. The President/CEO of NOCTI serves as a non-voting, participating member. Members of the Board of Trustees (except the President/CEO) have equal voting rights.

1. Terms of Office of Trustees The regular term of office of a Trustee shall be four years. A Trustee may be re-elected to serve one additional term.

a. Officers shall be elected to serve a term that expires after two years or at the time the Trustee term expires. Trustees may serve one additional two year term in the same office. If an officer’s four-year Trustee term expires during service, except for the Chairperson, the Trustee shall be required to run for re-election, if eligible. If the Trustee term of the Chairperson ends during his/her service as Chairperson, he/she shall remain on the Board as the Past-Chairperson for a one-year term, thus providing, leadership continuity. At the end of the Past-Chairperson’s one-year of service, the Board position will be opened at the annual meeting. If the Past-Chairperson is eligible for a second term, he/she shall be required to run for Trustee re-election through the prescribed process.

b. The President/CEO shall be selected by the Board of Trustees solely on the basis of professional qualifications and shall serve at the pleasure of the Board, unless the Board of Trustees and the President/CEO enter into a binding agreement to the contrary.

c. Board Vacancies shall be filled by appointment of the Board and will serve until the next scheduled election. The appointee may choose to run for a position on the Board at that time.

C. Selection of Officers of the Board of Trustees At the annual meeting of the Board of Trustees, the Board shall elect from among its members a Chairperson, Vice Chairperson, Secretary and Treasurer as may be required. The Board Chairperson shall appoint a subcommittee of the Board to make recommendations regarding the nomination of officers.

D. Membership Year for Members of Board of Trustees The membership year shall be the calendar year, January 1 to December 31.

Article IV - Fees and Budget

The budget and other financial requirements of NOCTI shall be recommended by the President/CEO to the Board of Trustees for their approval. Fees for services and goods provided by NOCTI to Members shall be established according to Operating Policies, approved by the Board of Trustees. The approved budget shall be confirmed by the NOCTI Consortium of States at the Annual Business Meeting.

The annual fiscal year shall be from January 1 of one year through December 31. This change will occur after December 31, 2002. The financial accounts of NOCTI shall be audited every three years, but reviewed annually.

As part of the budget, an amount will be set aside annually for investments. This amount will be utilized for the purpose of securing assets and the investment policy that governs these funds will be reviewed every three years.

Article V - Policy Development

A. The Board of Trustees shall be the policy making body and shall develop guidelines for program planning and administration and will be accountable for the overall program, services and budget of NOCTI.

B. The Board of Trustees shall constitute the legal body of NOCTI and, as such, shall be responsible for approving and evaluating NOCTI programs and services.

C. Motions and actions, consistent with the responsibilities of NOCTI, shall be approved by majority vote of the Members present or as authorized by Article III, A, 2 above, represented by written proxy at a formally announced meeting.

Article VI - Amendments

Amendments to this Constitution shall be proposed by the Board of Trustees for action at the Annual Business Meeting of the Consortium.

A Constitutional Amendment shall require submission to the Consortium Representatives at least 21 days before the Annual Business Meeting of the Consortium and ratification by a two-thirds majority vote of eligible voting Consortium Members present and voting at the Annual Business Meeting.

NATIONAL OCCUPATIONAL COMPETENCY
TESTING INSTITUTE

BYLAWS

Last Revision: December 2005

Article I – Board of Trustees

A. Election of Board of Trustee Members

1. Nominating Committee A nominating committee of three persons shall be formed consisting of the immediate past Chairperson of the Board of Trustees, another member of the Board and a Member from the Consortium Membership at large, each to be selected by the Board of Trustees.

2. Nominations The nominating committee shall receive names of individuals for nomination from among the voting Consortium Members, Participating Members or other outstanding qualified leaders who have actively participated in the development and administration of NOCTI programs and services. Each nominee will submit an official application form.

3. Elections After a screening process, the nominating committee will submit a ballot with no more than two candidates for each vacant position to the Consortium Members for election of Trustees. Elections shall take place through a mail ballot at least 21 days and not more than 60 days prior to the annual meeting of the NOCTI Consortium of States. Those individuals who apply will be notified of the results by Registered or Express Mail at least seven days prior to the annual meeting of the NOCTI Consortium of States. Trustees-Elect will be announced at the annual meeting. Trustees-Elect will be invited as observers to attend NOCTI activities at the annual meeting of the Trustees. They shall be official Trustees on January 1 following the meeting.

B. Officers and Trustees
There are three separate groups which provide leadership and support for NOCTI: (1) those who serve as state representatives make up the NOCTI Consortium, (2) the Board of Trustees and (3) the Executive Committee. The NOCTI Officers of the Board of Trustees shall serve as the officers of each of these bodies. The NOCTI Officers, each having one vote, shall include a Chairperson, Vice Chairperson, Immediate Past-Chairperson, Treasurer and Secretary and are nominated and elected during the annual meeting of the Consortium of States.

1. The Chairperson shall serve as the chief officer at all meetings of the Consortium of States, the Executive Committee and the Board of Trustees and shall exercise general coordination of all functions served by the officers of NOCTI.

2. The Vice Chairperson shall assist the Chairperson in the carrying out of the duties and, in the absence of the Chairperson; the Vice Chairperson shall exercise the duties and powers of the Chairperson.

3. The Immediate Past-Chairperson shall serve in an advisory capacity. When a Chairperson has been re-elected, this position shall remain vacant.

4. The Treasurer shall monitor and report on the custody of all funds and other assets of NOCTI and perform such other duties as the Board of Trustees may delegate.

5. The Secretary shall take minutes of Consortium, Trustees and Executive Committee Meetings.

6. The President/CEO shall, by authority of the Board of Trustees, be the chief administrative officer of NOCTI, with full authority to conduct its affairs under the general supervision of the Board of Trustees. The President/CEO shall sign all instruments in the name and under the seal of NOCTI; attend all meetings of NOCTI; distribute the Secretary’s minutes of the Board of Trustees to said Board; prepare the annual report and present it to the Board of Trustees at a scheduled Board meeting and to the Consortium at the Annual Consortium Business Meeting and perform all such other duties as may be assigned by the Board of Trustees.

C. Trustee’s Compensation
No trustee shall receive any compensation for services rendered in such capacity, except for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the trustee and the advancement of NOCTI.

D. Limited Contract
With the approval of the board, any member of the consortia (including board members) may enter into a personal contractual agreement with NOCTI. The aforementioned member will be compensated at an agreed upon rate for services that are over and above that expected of a board member (i.e., specific sales, marketing, sales work at conferences). Said member must abstain from policy related votes that may benefit him as an individual or the institution he/she represents.

Article II - Meetings

A. Annual Meetings. The time and place of the annual meetings of the NOCTI Consortium of States may coincide with the annual meeting of the Association for Career and Technical Education. Additionally, the Board of Trustees shall have at least one meeting annually as determined by that body.

B. Other Meetings. Other meetings of the Board of Trustees, Executive Committee and of the NOCTI Consortium of States shall be determined by these organizational bodies cooperatively with and in consultation with the President/CEO. Virtual meetings can be established using web conferencing tools and conference calling combined. Provided a quorum is present, these meetings carry the same validity as in-person meetings conducted twice annually.

C. Meeting by Telephone or Similar Equipment. A Trustee may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

D. Quorum. A majority (6) of the Trustees then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of Trustees present at a meeting where a quorum is present shall constitute authorized actions of the Board of Trustees.

E. Consent to Corporate Actions. Any action required or permitted to be taken pursuant to authorization of the Board may be taken without a meeting if, before or after the action, all Trustees consent to the action in writing. Written consents shall be filed with the minutes of the Board’s proceeding.

Article III - Committees

A. Executive Committee. The Executive Committee of the Board of Trustees shall consist of the Chairperson, the Immediate Past-Chairperson, the Vice-Chairperson, the Treasurer, the Secretary and the President/CEO of NOCTI.

B. Appointment of Committees. The Board of Trustees or the President/CEO may designate one or more Ad Hoc or Standing Committees to serve specific functions for NOCTI for defined terms. Each committee shall consist of at least one committee chairperson and one or more committee members. Committee members need not be members of the Board of Trustees.

C. Reports of Committees. The studies and recommendations of all committees shall be reported to the Board for consideration and action. Committees may adopt rules for the conduct of business not inconsistent with these Bylaws, the Articles of Incorporation, or Michigan law.

Article IV - Institute Development and Extension

The processes, products, services and organizational structure of NOCTI may be changed to accommodate the needs of the client whenever such activities are compatible with NOCTI purposes as determined by the Board of Trustees.

Article V - Citations and Honorary Memberships

The Dr. C. Thomas Olivo Outstanding Service Award: (as approved by the Board of Trustees in December 1980) is recognized as the highest NOCTI honor and it shall be presented at the National Annual Consortium meeting. The recipient's name shall be recorded on the National Office Plaque.

Honorary Memberships: An Honorary Membership may be conferred at the annual Consortium Business Meeting on a Member (voting or ex officio), identified by the Board of Trustees and/or the Consortium, who has provided exemplary distinguished service in accomplishing NOCTI purposes. Honorary Membership shall be conferred upon each Trustee upon completion of a term. Honorary members shall have all the rights of Membership, except those of voting.

Article VI – Indemnification

A. Nonderivative Actions. Subject to all of the other provisions of this article, NOCTI shall indemnify any person who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of NOCTI). Such indemnification shall apply only to a person who was or is a Trustee or officer of NOCTI or who was or is serving at the request of NOCTI as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of NOCTI. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of NOCTI or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

B. Derivative Actions. Subject to all of the provisions of this article, NOCTI shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of NOCTI to procure a judgment in its favor because (a) the person was or is a Trustee or officer of NOCTI, or (b) the person was or is serving at the request of NOCTI as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of NOCTI or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to NOCTI unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

C. Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections A or B of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

D. Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a Trustee or officer as an employee or agent of NOCTI as well as in such person’s capacity as a Trustee or officer. Except as provided in section C of this article, NOCTI shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board.

E. Determination That Indemnification Is Proper. Any indemnification under sections A or B of this article (unless ordered by a court) shall be made by NOCTI only as authorized in the specific case. NOCTI must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections A or B, whichever is applicable. Such determination shall be made in any of the following ways:

1. By a majority vote of a quorum of the Board consisting of Trustees who were not parties to such action, suit, or proceeding.

2. If the quorum described in clause 1 above is not obtainable, then by a committee of Trustees who are not parties to the action. The committee shall consist of not less than two disinterested Trustees.

3. By independent legal counsel in a written opinion.

4. By the Consortium Members.

F. Proportionate Indemnity. If a person is entitled to indemnification under sections A or B of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, NOCTI shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

G. Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections A or B of this article may be paid by NOCTI in advance of the final disposition of the action, suit, or proceeding, on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by NOCTI. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but need not be secured.

H. Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with NOCTI. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

I. Indemnification of Employees and Agents of NOCTI. NOCTI may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of NOCTI to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Trustees and officers of NOCTI.

J. Former Trustees and Officers. The indemnification provided in this article continues for a person who has ceased to be a Trustee or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

K. Insurance. NOCTI may purchase and maintain insurance on behalf of any person who (a) was or is a Trustee, officer, employee, or agent of NOCTI, or (b) was or is serving at the request of NOCTI as a Trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not NOCTI would have power to indemnify against such liability under this article or the laws of the State of Michigan.

L. Changes in Michigan Law. If there are any changes in the Michigan statutory provisions applicable to NOCTI and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits NOCTI to provide broader indemnification rights than such provisions permitted NOCTI to provide before any such change.

Article VII - Amendments to Bylaws

Amendments or changes may be proposed by voting Consortium Members or initiated by the Board of Trustees or the Executive Committee. The Board of Trustees, for action at the Annual Consortium Business Meeting, shall present amendments or changes to these Bylaws.

Amendment of a Bylaw shall require: (1) Submission to the NOCTI Consortium of States representatives at least twenty one (21) days prior to the Annual Consortium Business Meeting and (2) ratification by majority vote of eligible voting Consortium Members submitting their vote.

Article VIII - Effective Date of Amended Constitution and Amended Bylaws

A Constitutional Amendment and/or amended Bylaws shall become effective on January 1st following ratification by majority vote of eligible NOCTI Consortium of States Representatives.

Article IX – Emeritus Status for Board of Trustee Members

The Board of Trustees shall grant, as appropriate, to former Board Members, the status of Board Member Emeritus. The purpose of this designation is to recognize service, honor or enlist the special expertise of a former Board Member. An Emeritus Member may attend all NOCTI meetings but shall have no vote nor receive financial support from NOCTI.

Article X – Tax Exempt Status

A. Non-Profit, Tax Exempt Status. NOCTI is organized as a non-profit corporation under the laws of the State of Michigan and is qualified as a tax exempt, organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

B. Prohibited Transactions. The business to be carried on by NOCTI may be any business or activity permitted under the laws of the State of Michigan and the United States of America; provided, however, that NOCTI shall not engage in any business which results in the loss by NOCTI of its tax exempt status granted to it pursuant to Section 501(c)(3) of the Federal Internal Revenue Code, or such subsequent provision thereof. If any such business is conducted, NOCTI shall immediately cease such business.

C. Dissolution of NOCTI. NOCTI may be dissolved upon action of the Board of Trustees at a duly called and held meeting and in accordance with the Michigan statute. Upon dissolution, the assets of NOCTI remaining after payment of all debts and creditors shall be distributed to such organizations as are qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future Internal Revenue Laws of the United States.