Detailed Explanatory Summary of the Proposed Revision to ASA’s Governing Documents

This proposal comes to the membership from the ASA Council following extensive discussion and deliberation over a period of several Council meetings.

The impetus for this revision began when Council decided to update our incorporation status from a pre-1962 “Old Act” to the “New District of Columbia Nonprofit Corporation Act of 2010” to bring our formal governance up to the most modern standards. In order to do that, we have to revise our governing documents.

Council agreed that the revision should not only address the legally necessary changes for the new incorporation status, but also seek more broadly to ensure continued and improved democratic governance processes for our membership-based, nonprofit organization. This involved a holistic review of our governing documents, which has not been done since 2003.

Should this proposal be approved, the new bylaws will go into effect September 1, 2020.

In this document please find a detailed explanatory summary of the proposed revision to ASA’s governing documents.

Click here to review the proposed revised governing documents.

Click here to review the current governing documents with annotation on how the proposed revision addresses each clause.

Council proposes some restructuring of our documents:

Consolidate the Constitution and Bylaws documents into a single Bylaws document. Having Articles of Incorporation and Bylaws, and not an additional Constitution document, is seen as best practice in governance. By consolidating the Constitution and Bylaws into one Bylaws document governing the internal affairs of the organization, we can avoid inconsistencies and the need to interpret two documents that address similar topics. Note that the revised Articles of Incorporation mirror our original Articles while reflecting the new DC statute and modern tax language that was not required when we originally incorporated.
In general, best practice in nonprofit governance is for Bylaws to be limited to the things that are legally required and items that are fundamental to the governance of the Association. Policy and procedures should not be in Bylaws as they may need to be amended on a more routine basis. Council recommends moving policy and procedures items from our current governing documents into separate policy/procedures documents. With just one exception (noted in the next bullet), Council is not proposing to change any policies/procedures at present. The policy/procedures items will be moved, as they are currently written, into non-governing documents. An example of the type of item that would be moved out of the governing documents is detail about election procedures, e.g., “The general election ballots shall be sent to the members eligible to vote no later than May 15 of each year.” Another example is detail about publications, e.g., “Approximately one-third of the terms of Associate Editors for each publication shall expire each year.”
The one piece of policy/procedural detail that Council proposes to change is as follows. The current Bylaws indicate that “[A]n application for membership received prior to October 1 in any year shall be dated back to January 1 of that year.” Based on a recommendation of the ASA Task Force on Membership, we will move to an operational model in which members receive a full twelve months of membership benefits for their dues, no matter when they join, rather than only receiving benefits for the remainder of the calendar year.

Council recommends amending some of our terminology to align with standard practice, align with current practice, and/or provide greater clarity. Specifically:

Revise the naming convention for most committees from Committee on X to X Committee. For example, Committee on Publications becomes Publications Committee. This is more standard, and Program Committee already follows this structure. Exceptions include Committee on Committees, which is the naming standard for that committee, and Committee on Professional Ethics, which is well known in the association as COPE.
Use the title Executive Director instead of Executive Officer. Standard titles for someone in this type of position are Chief Executive Officer and Executive Director. Almost everyone who serves in this role in a social science or humanities disciplinary society is titled Executive Director (see, for example, American Political Science Association, American Statistical Association, and Modern Language Association).
Use the titles Immediate Past President and Immediate Past Vice President instead of Past President and Past Vice President. Technically there are a lot of past presidents and past vice presidents. This clarifies that the particular ones who serve on the Council and in other related capacities addressed in the Bylaws are the most recent ones. This is the language that is already used in one place in the current documents, but it is not used consistently throughout. This will provide consistency.
Use Finance Committee instead of Committee on the Executive Office and Budget (EOB). EOB is not a name commonly used in other organizations, and it is unclear what it does without explanation. In fact, the name does not convey the full range of financial issues the committee currently addresses. The more standard terminology for a committee that focuses on the issues on which EOB focuses is the Finance Committee (see, for example, the American Anthropological Association, the American Association of Geographers, and the American Historical Association). This language will be clearer to internal and external audiences, which increases transparency and helps members understand how things work. It may also help to recruit more people to the committee as serving on an organization’s finance committee is generally understood to be an important role.
Rename the Secretary as Secretary-Treasurer and Chair of the Finance Committee. With the new incorporation status, we need to have a minimum of two officers, one responsible for the financial affairs of the association and one responsible for the broader management of the association. The role we currently call secretary fits the first description, and the president fits the second. But the first description is typically a Treasurer/Chair of the Finance Committee. This title aligns with the actual duties of the current role.

Council recommends revising some of our governance structures to align with standard practice, align with current practice, and/or provide greater clarity. Specifically:

The current documents say that Council-appointed members of the Committee on Sections are based on recommendations from the president, but current practice is for the Council-appointed members to be based on recommendations of the Committee on Committees. Council proposes to align the Bylaws with current practice.
We do not currently have a standard approach for appointing a chair of the Committee on Sections. For the Committee on Awards, the policy is for the Council member-at-large serving in the third year serves as chair. Council proposes making the chairs of each of these committees one of the non-Council committee members who has already served at least one year, to be chosen by the members of the committee. This will broaden opportunities for leadership in the association.
Reduce the number of members of the Committee on Nominations from twelve to eleven to make annual staggering easier (five per year, plus chair). Give the vice president, who serves as chair, a vote so there will be a tie-breaker. Currently the vice president serves as chair without vote.
Currently the Council members-at-large determine who will run for Committee on Nominations and the vice president-elect serves as chair of the group without vote. Council proposes to give the vice president-elect a vote to serve as tie-breaker.
The Committee on Committees currently operates without a chair, so Council proposes adding the immediate past vice president to the committee to serve as chair. This would align with current practice that the vice president-elect chairs the group of Council members-at-large that determines the slate for Nominating Committee and the vice president serves as chair of the Nominating Committee.
Currently we denote the entire Council and the editors of all ASA publications as officers. Typically, officers are a subset of the board, so it is unusual to include as officers the full Council as well as people who are not on Council. It is not in the best interest of editors to have the fiduciary responsibility to the association held by officers as they do not have the corresponding structural position and authority to meet those responsibilities. While only two officers are required for the New Act, standard practice is to include the Council positions that have specified responsibilities above and beyond those of other board members, and Council recommends following this practice. In our case, that would include the people in the presidential succession, the vice-presidential succession, the secretary-treasurer, and the executive director. This is a common approach among our sister societies (e.g., officers of the American Educational Research Association include president, president-elect, secretary, and treasurer, with the executive director serving as secretary and treasurer; officers of the Modern Language Association include the three people in the presidential succession and the executive director).
Council proposes to add an executive committee that can make time-sensitive decisions between meetings of the Council if necessary. We currently operate with a committee composed of the people in the presidential succession, the secretary-treasurer, and the executive director that is codified in policy to act between meetings of the board in particular context. We suggest formalizing this group as an executive committee in Bylaws, with the addition of a Council member-at-large who will be elected by the Council members-at-large. The executive director will serve without vote. Typically, executive committees are subsets of the board and have no more than five members, so this generally aligns with standard practice. The executive committee of the American Statistical Association, for example, is composed of the people in the presidential succession, the senior vice president, the treasurer, and the secretary (who is the executive director). Similarly, the executive committee of the American Association of Geographers is composed of the president, past president, vice president, secretary, treasurer, and executive director.
The current documents say that the executive director is a non-voting member of such committees as may be designated by Council. It is not clear on which committees the executive director currently sits. For clarity, and consistent with common practice, we propose to make the executive director a non-voting member of all standing committees.
As indicated above, the New Act requires that we have two differentiated officers, one who is responsible for the management of the association and one who is responsible for the finances of the organization. As such, the executive director will be responsible to the Council through the president.

We currently address vacancies in various sections throughout the documents. Some of the sections contradict each other and some are quite complicated. For example, approaches to vacancies differ depending on the reason for vacancy, whether the vacancy was anticipated, the duration of the vacancy, etc. Council proposes to simplify our approach. Specifically:

For committees, it will be at the discretion of the president to fill vacancies. The main change reflected here is the addition of discretion in making the decision to fill a vacancy. We also remove differentiation between an anticipated v. actual vacancy, a temporary v. permanent vacancy, a vacancy at a meeting v. not at a meeting, etc.
The Vice President fills a presidential vacancy and then that person succeeds to Immediate Past President at the end of the presidential term.
The Vice President-elect fills a vacancy in the Vice President position. That person finishes the vice-presidential term and continues with another full term as Vice President the following year before succeeding to the office of Immediate Past Vice President.
A vacancy in the office of President-elect will be filled by the Vice President-elect. That person then succeeds to the office of President and then Immediate Past President.
Council will elect one of the current Council members-at-large to fill a Vice President-elect vacancy. That person will then succeed to the office of Vice President and then Immediate Past Vice President.
For the Immediate Past President, it will be at the discretion of the Council to fill the position from the pool of past presidents of the Association. For the Immediate Past Vice President, it will be at the discretion of the Council to fill the position from the pool of past vice presidents of the Association.
The Council appoints someone from among the current Council members-at-large to fill a vacancy in the position of Secretary-Treasurer until the time at which we can elect someone through the regular election procedures. Given that the Secretary-Treasurer is not tied to staggered terms with other seats, we can elect a new person at any time.
A vacancy for Secretary-Treasurer-elect will remain unfilled and the provisions for filling the Secretary-Treasurer position will be deployed for the subsequent term.
For Council members-at-large, the Council will have the discretion to appoint someone for a portion or the remaining balance of the term. We specify a portion as an option because an at-large member might be only temporarily vacating a seat to fill the Secretary-Treasurer role and then returning to the member-at-large seat after the next regular election cycle. If a member-at-large vacates a seat permanently, we need to cover the full term because otherwise our staggered rotation for at-large members will be compromised.

Council proposes to address membership in the following way:

Define two categories of membership in the governing documents: Regular and Affiliate.
Regular membership is for sociologists. Regular members will have the right to vote and hold office. Subcategories of regular membership (e.g., student, retired) will be defined and addressed in policy documents. This will provide more flexibility to adjust as context changes (e.g., addressing the needs of contingent faculty).
Affiliate membership is a new category for non-sociologists who desire to support the purpose of the Association. Affiliate members will not have the right to vote or hold office.
Two current categories of membership, associate and high school, do not provide full voting rights or full rights to hold leadership positions in the Association. With the proposed revision, high school teachers will become a subcategory of Regular Members and will, therefore, be enfranchised. Associate membership is currently operationalized in policy as “not open to persons with full-time appointments in U.S. departments of sociology.” Council proposes to discontinue associate membership in order to ensure that no sociologists are disenfranchised based on the nature of their employment or their geographic location.

Council proposes to address thresholds for action in the following ways:

Our current Bylaws are silent on quorum. With the New Act, silence is equivalent to the default, a majority of members. That is a bar that would likely render it almost impossible for us to do business. We don’t even have that many members voting in our annual elections. Council recommends using ten percent. The law does not draw a distinction between the minimum number of members for an in-person meeting and the minimum number for an online ballot, so identifying the best number for us is difficult. We don’t want a number that is unrealistic in either context, but we also don’t want a very small group to be making decisions for the association. With ten percent it is feasible to take action, and we are not precluded from working toward getting participation that far exceeds ten percent. We are also currently silent on calling special meetings and Council proposes using a consistent ten percent number.
Given that we will no longer have a constitution, Council proposes to align our new Bylaws amendment procedures with those in the current Bylaws. The current Bylaws say that they can be amended by a majority affirmative vote of those voting in a referendum submitted to the voting members of the Association. Amendments may be proposed by majority vote of the Council or by petition of at least three percent of the voting members of the Association. Council recommends changing three percent to ten percent. This would allow for consistency with the quorum and special meetings thresholds and is still an easily attainable number in the age of electronic communications.

Council proposes to remove some items from the current documents. Specifically:

Some items do not align with current activity and/or do not make a lot of sense in our current context. Specifically, our Bylaws currently say sections need to have a committee for the purpose of cooperating with the Program Committee in planning the presentation of its field of interest in the Annual Meeting. Our Bylaws currently say that the Executive Officer shall receive and have custody of the funds. And our current Bylaws indicate that the budget is in part developed by the Chair of the Committee on Publications.
Council recommends removing the objectives of the association from the Bylaws since they are found in the Articles of Incorporation.
Council proposes removing the clause indicating that meetings of the Council will use Robert’s Rules of Order and replacing it with language that says the presiding officer will use procedures that encourage full, open, and honest debate. This approach is becoming more common, and it allows us more flexibility to move through meetings without hindrance to the democratic process.

Council proposes adding some new sections to the Bylaws document. Specifically:

Specify that people who are in appointed or elected leadership positions have to be members of the association. This is currently in our policy documents, but it is standard to include it in Bylaws.
Add a conflict of interest clause that will say we maintain a policy and annual disclosure process that will apply to all Council members and any other individuals specified by Council.
Add sections on removal of Council or committee members which will say that removal can be done by action of Council and Council members may also be removed by a membership vote.
Add an indemnification clause. Indemnification is something for officers and directors, and sometimes employees, that gives them financial protection in the event they are named in a lawsuit by virtue of their role in the organization. The default in the new DC Act is that we must provide indemnification if the officer or director wins a case. But the statute also allows organizations to go further, and best practice is to indemnify an individual if the person acted in good faith and reasonably believed what they were doing was in the best interest of the organization, even if they lose. Council proposes using this standard.
Add an extensive section on member meetings, which is a requirement of the New Act. This section includes information about regular meetings, special meetings, notice of meetings, quorum, presiding, and action by ballot. All of the details required by the statute reflect modern understanding of best practices in governance. We will also add a section on committee meetings with information on quorum, electronic means for meeting, etc.