Bylaws Committee Meeting

Bylaws Committee
Report on Activities
July 27, 2005
This spring the Board of ASI formed a Bylaws Committee, consisting of Julie Kawabata, Terri Hudoba, and Kate Mertes, Chair, to investigate five issues involving potential revision of the bylaws. Here is our report.

1. Education initiative

Question: The Board wished to know if the planned education initiative, adapting and administering the SI course for indexers, had any repercussions as far as the bylaws are concerned.

Answer: The short answer is, No. In fact, Article II of the bylaws, “Purpose of ASI,” specifically mentions education and training in three of its four points. There is nothing else in the bylaws that would restrict or otherwise affect ASI developing an indexing course.

2. Electronic voting

Question: The Board wished to ensure that nothing in the bylaws conflicts with the use of an electronic balloting system.

Answer: Again, the short answer is, No. Article XI.3 was specifically revised to allow for any balloting or ballot distribution format. Continuing questions about this may reflect institutional memory of older redactions. Terri Hudoba also points out that “Continuing questions may also be related to the language in VII.4.D, where the Board is specifically authorized to vote by telephone conference call or by electronic means. Art. XI.3 says nothing about the method of voting—it just sets the time frame for the distribution and return of ballots.”

 

3. Combination of Treasurer/Secretary position

Question: The Board wishes to reduce its size, and one method would be to combine the positions of Secretary and Treasurer. The rationale for combining the offices is the reduction in workload for both positions due to the activities of ASI’s management company. The Committee was asked to consider this option, and to assess changes that would be required in the bylaws to make it possible.

Answer: The bylaws would require changes to Articles VI and VII to combine these positions. As it happens, a previous Bylaws Committee, on which Terri Hudoba served, also considered this proposition (ultimately shelved by the Board), and she retained a copy of the required language, which would serve the purpose should the Board decide to go forward with it.

However, the current Bylaws Committee does not recommend combining these positions. As Julie Kawabata states:

I am uneasy with tying the officer positions in the bylaws to how much work the RC (or any association management firm) is doing on our behalf, or with the ups and downs of how well or how thoroughly they might be doing it. Also, we don’t know what the future holds, how much or what kind of managerial assistance we will be able to afford in the future. I would rather see the secretary and the treasurer positions remain separate and be charged with maintaining oversight and good working relationships with RC staff. If those two Board members have less to do because of RC, then perhaps they could be given some of the responsibilities that otherwise would have been assigned to the directors-at-large whose positions we recommend eliminating.

In addition, we all feel that someone who may be good at financial matters may not be good at supervising the minutes, and vice-versa. The skills required of each job are not necessarily compatible. Therefore we recommend not combining these positions.

4. Reduction of the size of the Board

Question: Aside from the possible combination of Secretary and Treasurer, the Board would also like to investigate reducing the size of the Board by cutting down on the number of directors-at-large. The Bylaws Committee was asked to investigate this.

Answer: In terms of revising the bylaws to make this possible, the change required is very small: just the revision of the number of directors-at-large stipulated in Article VII, section 2. You will see the relevant section in the Art6_7revisions.pdf; it retains the proposed changes from the last time this was considered, from six to four directors-at-large. The bylaws committee understands the complications created by a Board as large as ours, and has no real problem with the notion of reducing its size per se. However, there are a number of factors the Board needs to consider carefully before proceeding:

a. Should the number of Board members be an even or uneven number?

At present the Board numbers 11 members in total, 5 officers and 6 directors-at-large. The President votes only to break a tie. One Bylaws Committee member thought that the number should remain uneven, thereby requiring a reduction of directors-at-large to 4 or 2. The other two members, however, believed that having an even number of Board members, with the President abstaining from voting, accomplished the same purpose. After all, the even/uneven issue also arises should any Board member abstain or not be present. The Bylaws Committee therefore leans toward recommending that the number of directors-at-large be reduced to three.

b. Should the number of directors-at-large be divisible by three, in order to retain a regular cycle of elections?

Having three instead of 6 directors-at-large also allows for a regular cycle of elections. Again, excerpting from Julia Kawabata:

What I’m hung up on is how to allocate the 3-year terms of a number of directors that is not a multiple of 3. Say we settle on 4 directors with three-year terms: The term of one of them will expire each year, but in one of those three years in the cycle there would be TWO members whose terms expire. My anal-retentive little mind doesn’t like the unevenness of that.

Given how anal-retentive all indexers tend to be, Terri and Kate are also inclined to agree with Julie on this.

c. How should the process of reducing the number of Board members be carried out?

We all believe that reduction should be achieved by attrition, replacing only one Board member per election until the lower number is reached. We do, however, all feel that steps should be taken to ensure that new blood still gets onto the Board – in other words, when two directors go off the Board at the same time, at least one position should be filled, even if it takes longer to reduce the size of the Board to whatever number is ultimately chosen. For instance, Kay Schlembach and Fred Leise are slated to finish their terms in 2006; we recommend opening one of those positions for re-election rather than letting both disappear by attrition in the same year.

d. How will ASI members perceive the proposal of reducing the size of the Board?

One reason we all feel that reduction should occur gradually is due to member perceptions of Board aims. For whatever reasons, ASI members tend to express suspicion of Board intentions; even if those who do so represent a small minority of members, their strongly expressed feelings do affect others. Therefore the Bylaws Committee suggests that, when/if the proposal to reduce the number of Board directors-at-large is presented to the membership for a vote, it should be accompanied by a detailed explanation of why this is a good thing, and a precise description and schedule of how it will be done.

5. Chapter requirements

Question: Chapter leaders have expressed frustration with some of the requirements for chapters, such as the details of the “two-meeting per annum” requirement, the number of officers needed, etc. The Board asked the Bylaws Committee to examine the current bylaws and make recommendations that would reduce the onerousness of chapter requirements.

Answer: The bylaws themselves make an absolute minimum of requirements for chapters. Here they are in full:

 

ARTICLE XII. CHAPTERS

Section 1. Creation

The Board may create Chapters in accordance with established procedures.

Section 2. Policies

Chapters are subject to the provisions of the ASI Bylaws.

Section 3. Bylaws

Chapter Bylaws must be approved by the Board.

Section 4. Reporting

Chapters are required to report annually on their activities and finances to the Board of Directors.

Section 5. Dissolution

A Chapter may be dissolved with the approval of the Board. In the event of dissolution, any remaining Chapter assets shall become the property of ASI.

As you can see, most of the problems that chapter leaders identify as “bylaws requirements” are not in fact in the bylaws, which were deliberately rewritten to provide maximum flexibility.

We have determined that the problems very likely arise from the ASI Chapter Manual. We were able to obtain a copy of this document from ASI HQ. It is old (1997), Byzantine in its details, refers to bylaws from at least two redactions ago, and is not even in electronic format. It contains many references to the dreaded “two meetings” requirement, which technically is no longer “law.” This Manual REALLY needs to be rewritten, and the Bylaws Committee as it stands now is very interested in seguing into a Chapter Manual Revision Committee prepared to take on this job (and co-opting Diana Witt and Kay Schlembach, who are already involved in chapter issues, to join us), provided the Board wishes us to do so.

Summary: The Bylaws Committee recommends that the Board put to the membership a bylaws change reducing the number of directors-at-large to three, providing a rationale and a schedule for doing so. We also request that the Board reconstitute the Bylaws Committee members as a Chapter Manual Revision Committee, with the addition of Kay Schlembach and Diana Witt.

Terri Hudoba
Julie Kawabata
Kate Mertes