Proposed By-Law Changes 2024
Background
As the Society has continued to return to more normal operations following the disruptions of the covid pandemic, a number of problems have arisen regarding the Board of Directors–the Society has too few elected Directors and a large number of elderly or infirm Lifetime Directors. This has hampered its ability to conduct business.
The By-Laws authorize 15 elected members on the Board. These 15 elected Directors are divided into three cohorts. Thus in any given year, there should be five openings to be filled through re-election of existing members or election of new members. Unfortunately, there are currently only three elected members in each of the cohorts, for a total of nine elected Directors, and the Society faces ongoing difficulties in recruiting new board members.
In addition to the elected Directors, the Society is authorized to have any number of Lifetime Directors. Currently there are 19 Lifetime Directors. Unfortunately, many of these Lifetime Directors are incapacity by age or health and can no longer attend meetings or take an active role in the life of the Society as required by the By-Laws.
Because of the many vacancies among the elected Directors and the incapacitation of many Lifetime Directors, the society has had difficulty conducting business, even though meetings of the Board only require ten Directors be present to have a quorum. Under the proposed by-law changes, the quorum needed for meetings of the Board of Directors would be reduced to seven.
The second proposed by-law change would specifically authorize the Board to meet online subject to rules codified in the Society’s Standing Rules. Some years ago, the Board had investigated authorizing online meetings, but the technology at that time did not seem well developed. During the covid pandemic, however, public health regulations forced the Society to move to online meetings. The proposed new by-law would establish clarity regarding the status of online meetings.
Finally, the proposed changes would clarify language regarding the rights and duties of Lifetime Directors and create a new category of Lifetime Directors, Emeritus Directors. The intent of this change is both to enable the Society to honor the past contributions of Lifetime Directors who are now unable to actively participate in the life of the Society, while clarifying just how large the active board actually is.
Text of Proposed By-Law Changes
Quorum
4.5 Ten Seven members of the Board of Directors shall constitute a quorum.
Authorization for On-Line Meetings
4.10 In order to facilitate discussion, it is preferrable that the business of the Board of Directors be conducted at in-person meetings. At the discretion of the President or Acting President, however, Board meetings may be conducted online using a suitable platform as established in the Standing Rules.
Lifetime Directors and Emeritus Directors
4.6.1 At the Annual Meeting, the Society may elect any number of persons who shall be designated to serve as Lifetime Directors, but election as Lifetime Director shall not in itself confer lifetime membership in the Society. A person so elected shall serve as a director of the Society for/her lifetime, as long as long as he/she remains a member of the Society, or unless removed for good cause. Such person shall be required to attend the annual meeting or one meeting of the Board of Directors. Lifetime Directors shall be entitled to notice of such meetings, and when attending, shall be included in calculating a quorum and shall be entitled to vote at such meetings. Lifetime Directors shall enjoy the same privileges and obligations as elected Directors as long as they remain members of the Society. No person shall be eligible to be a Lifetime Director unless he/she shall have been a member of the Society for ten (10) years and shall have served as an elected Director of the Society for at least six (6) years.
4.6.2 Lifetime Directors who by age or illness are unable to carry out regularly their duties may, at their own request or by a majority vote at a meeting of the Board of Directors, be named Emeritus Directors in recognition of their long and honorable service to the Society. Emeritus Directors who so desire shall receive both notification and minutes of meetings. Emeritus Directors shall not be required to attend any meetings of the Society or penalized for failure to request permission to be excused. When present at a meeting, Emeritus Directors shall enjoy the full privileges of a Director, including the right to speak and vote, and shall count towards the determination of a quorum.
4.9.2 A Director who has served at least 3 full years, a Lifetime Director, or Emeritus Director may not be removed unless the Board finds, by a 2/3 majority, vote conducted by a secret written ballot, that good cause exists that such director be removed. Any member Director, whether elected, lifetime, or emeritus, so removed may appeal that decision to a hearing panel of three members appoint by the Board of Directors from the General Membership. The decision of the panel is non-appealable.