At the January Meeting of Members three important bylaws amendments will be submitted to a vote. Most members will vote by proxy ballots received in December, which will be counted along with votes exercised at the meeting. As with all bylaws amendments, two-thirds of the members present at the Meeting of Members in person or by proxy must vote in the affirmative to amend the bylaws. These amendments have been unanimously endorsed by the Executive Council and the Board on Professional Standards (BOPS). Their content addresses essentially housekeeping matters and is not controversial. Why is it so important that members exercise their vote and support the amendments?
Several years ago the officers and the Executive Council were made aware that the bylaws of APsaA were not fully in compliance with New York Not for Profit Corporation Law (NY N-PCL). The Association obtained a consultation from Victoria Bjorklund, a prominent expert on New York corporation law, and in the course of several queries a number of deviations were identified. Nothing in the nature of an emergency or immediate legal liability emerged, and APsaA was advised to proceed in an orderly fashion to rectify the noncompliant bylaws language. The Executive Council appointed a Compliance Task Force (CTF), chaired by Paul Brinich, to assess the difficulties and recommend a plan of action. The task force made its final report to the Council in January 2007.
Among the conclusions of the CTF report was a summary of the important points that required action. After lengthy debate the Executive Council voted to assign the Joint Committee on Bylaws the task of crafting appropriate amendments. They instructed the committee to limit their recommendations to the minimum changes necessary to achieve compliance with the New York Not for Profit Corporation Law. The Council also directed the committee to keep both the Executive Council and BOPS fully informed of their proceedings, so that they would be fully transparent and open to input from the Councilors and the Fellows of the BOPS.
The committee had been dormant during the work of the Reorganization Task Force and the Renew the American initiative. Now reactivated, the Bylaws Committee moved into action. The three completed bylaws amendments address procedural matters.
The first brings the maximum and minimum times required for notice of meetings into compliance with the law.
The second restores a legally required method of proxy voting so that all votes are cast at the meetings of members in person or by proxy; direct mail ballots are not allowed.
The third deals with the situation where a councilor-at-large vacates the office before completing his or her term. The law requires that the members vote to fill the vacancy for the unexpired term at the very next election, so that the present procedure of the Council filling the vacancy would yield only very brief tenures before the members would act.
Again, these bylaws have the total support of the Executive Council and BOPS, so there should be very little if any opposition by the members, but every member's vote is still vital.
The Joint Committee on Bylaws is made up of Norman Clemens (chair), Sheila Hafter Gray, Michael Gundle, David Miller, Paul Mosher, Malkah Notman, George Roark, Mary Scharold, and Hinda Simon, along with K. Lynne Moritz, ex-officio, and Anton Kris and Robert Pyles as consultants. Roark, a major contributor, resigned after the June meeting because of health limitations.
This large, diverse, and articulate group decided to do its work by a closed Yahoo group list. This allows real-time transmission of draft language along with comments and discussion with all participants receiving them at once, and all messages are archived for future reference. Well over 750 messages now rest in the archive. Work can go on continuously, surmounting the severe limitations imposed by a small budget that precluded multi-day meetings and would have confined the committee to hour-long, unsatisfactory conference calls. According to Robert's rules, a committee should ordinarily operate in executive session, in which the contributions of individual members are confidential. A committee then reports to its superior body through its minutes and recommendations, with a minority report if necessary. In order to achieve as much transparency as possible, the Bylaws Committee issued interim reports, reviewed and adopted by consensus, to the e-mail lists of the Executive Council and BOPS. It is halfway through its assigned task.
Many other minor inconsistencies, anachronisms, ambiguities, and unclear passages came to the committee's attention in the course of its task, as they had to the CTF. Adhering to its “minimum necessary” constraint, the committee placed these on a list for possible future attention after compliance is achieved.
The Bylaws Committee now turns its attention to the relationship of BOPS and the Executive Council and to many issues involving the classification and mode of appointment of committees. The committee is well on its way to completing these tasks in good time to present them to the Council and BOPS at their January meetings, so they can be placed on the ballot for action by the members in June 2008.