FOOTNOTES
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Bylaws Tune-up

Periodically, ASA undertakes a systematic review of its governing documents (i.e., Bylaws and Constitution) in order to: (1) identify actual and potential conflicts among the various directives, (2) locate vague guidelines, and (3) ferret out any outdated information. This activity is a natural consequence of the fact that these documents endure an evolution over the years through modifications by Council. As Council votes on and implements changes to the Association’s governance structure and activities, the resulting changes must be reflected in these documents. In addition, the communications technology revolution has changed the way organizations operate, and there are consequences for our governing documents to catch up with this new context. So, this past year, at the request of the ASA Council and staff, the Association’s Legal Counsel undertook a thorough review of the ASA Constitution and Bylaws.

Counsel delivered a report with nearly two-dozen recommended amendments to the current Bylaws, and after reviewing the recommendations ASA Council approved submitting those changes to the voting membership. Members will vote on these proposed changes in the spring election. The precise word changes will be presented in the ballot mailing.

This article provides a brief overview of the proposed changes, but feel free to visit the ASA website (at www.asanet.org/governance/amendments.html) to see more details as well as a copy of the Bylaws with the proposed changes incorporated into the existing text.

Proposed Changes

  • The proposed changes include a modification to the ASA Constitution to address a conflict with Bylaws regarding how Council can take formal actions (i.e., with regard to a quorum) between physical/in-person meetings. In addition, the change eliminates a conflict with the District of Columbia laws, to which ASA is bound as a corporation.

  • When the Committee on Committees was re-established, effective 2002, a number of Bylaws clauses were changed to reflect this change. However, there remained inconsistencies that required correction. Responsibility for recommending members to serve on the ASA Awards Selection Committees and the Awards Committee shifted to the Committee on Committees. Members will be asked to approve amendments to correct these inconsistencies.

  • At the August 20, 2002, meeting, Council voted to offer members the option of voting by electronic means as well as by paper ballot in the 2003 election. Legal Counsel thus proposed Bylaws amendments to make the method of voting more flexible. Related to this, amendments are proposed to remove references to “mail ballot” and “by mail” for membership votes, and to give Council the authority to determine the procedures to be followed in conducting elections and other ballot measures, provided that such procedures protect the privacy of members and ensure an accurate and fair count. To permit voting for the annual election (and other ballot measures) by means other than a mailing, and to clarify that Members’ Resolutions may be submitted more than once each year, voting members will be asked to approve ten technical amendments to the Constitution and Bylaws.

  • The current Bylaws indicate that the incoming President (and other officers) assume office “one day prior to the date announced for the close of the Annual Meeting.” Under the old five-day meeting schedule, this allowed the outgoing President to preside at the Annual Business meeting and pass the gavel to the incoming President at that time. However, with the move to a four-day Annual Meeting, the Business Meeting now occurs on the last day of the meeting. Therefore, an amendment is proposed to change the term of office to begin on the last date of the Annual Meeting.

  • In 1999, when Council and the membership voted to re-instate the Emeritus membership category, it is not clear that the language added to the Bylaws fully reflected the intention of Council at that time, which was that members could move to Emeritus status following ten years as full voting members of the association. Council proposed amending the current language to indicate that Emeritus status is open only to full voting members of the Association.

  • As regards the publication of ASA’s Annual Audit, each year an extensive summary of the Association’s financial audit is printed in Footnotes. With increasing options to distribute information to members by means other than printed form, Council recommends that the Bylaws permit distribution of this information by any means deemed appropriate or necessary by Council. For example, with this change, the Executive Office could request Council’s agreement to placing the full audit report on the ASA website, while having a briefer summary in Footnotes referencing the website. In addition to freeing up space in the more costly print medium, this change would allow members access to audit financial information on an ongoing basis.

  • Like the immediately preceding item, Council recommends that voting members approve an amendment that addresses how member resolutions are publicized. Specifically, this amendment would allow communication of member resolutions by publication or other means.