Bylaw Changes: Why and How?

The Society’s bylaws dictate the rules and procedures by which our Society operates (see our current bylaws here). When the bylaws become an impediment to the operation of the Society it becomes necessary to modify them. That is the position we are in today.

Two key activities require an authorization vote from our membership at a general meeting: The election of officers and changing the bylaws. Voting for these requires a quorum to be present.

Currently, 30 members must be present to establish a quorum at a general meeting.  The last time our bylaws were updated (2011), 30 members represented 3.75% or our membership. Today, 30 members translates to 7.5% of our membership.

At our May, 2015 meeting we lacked a quorum of members and the vote had to be postponed until our September meeting, which somewhat disrupted our established board transition process. As a result, the board of directors has decided to propose changes to the bylaws to minimize the possibility of such disruptions in the future.

The process that needs to be followed to change our bylaws is defined in Artivle XVII – Amendments:

These Bylaws may be amended or revised at any general business meeting of the Society by a two-thirds affirmative vote of members present and voting provided that the proposed amendment or revision has been either read or copies thereof distributed at the previous general business meeting, and that notice of said amendment or revision has been published on the Society web site at least fifteen (15) days prior to the general business meeting at which the proposed amendment or revision is read or copies thereof distributed. Notice of such publication will be distributed to members via mail or email.

Our goal is to have the new process in place in time for the election of the next board at the May 7, 2016 general business meeting. Here is how we plan to do this:

  • We are publishing the proposed changes on our website (review the proposed changes here).
  • All members will receive a ‘Notice of Publication’ linked to these posts via eNews, the DGS Newsletter (formerly referred to as the eBlast) which is distributed via email.
  • We will have paper copies of the proposed changes available, and will discuss them, at the March 5, 2016 general meeting.
  • The vote for approval is tentatively scheduled for the April 2, 2016 general meeting.

Proposed Bylaw Changes

These proposed changes was were approved by the Board of Directors at the February 6, 2016 board meeting. The current bylaws can be viewed here.

Quorum

Section 3 in Article IV – Society Meetings defines the number of members required to establish a quorum at general meetings. The proposal eliminates the fixed number (30) and replaces it with a percentage of our total membership (5%). This will allow the number to change as our membership increases or decreases without the need for additional bylaw changes.

At today’s membership levels, 5% would translate to a requirement of having 20 members to establish a quorum.

Existing:

Thirty members shall constitute a quorum at Society general business meetings.

Proposed:

The number of members required to constitute a quorum at Society general business meetings will be set at 5% (numerically rounded up/down) of the current Society membership.

 This number shall be updated annually following the installation of the new board of directors. Additional updates may be initiated at any time by a majority vote of the board of directors.

 Changes in the number of members required to constitute a quorum shall be communicated to the membership electronically and will be documented on the society web site.

Election of Officers

Section 4 in Article V – Election of Officers details how the election of officers will be conducted. Our existing board migration process defines a four month overlap period (starting with the election in May and ending with the installation of the new board in September), so it is important to insure that there is no delay in holding the election.

For this reason the board is recommending bylaw changes that will allow for the utilization of electronic balloting. This may, at the discretion of the board, be the preferred method of voting. It will also be the default process if a quorum is not present at the May meeting.

Existing:

The Officers shall be elected at the general business meeting in May by a majority vote of those members present and voting. The presiding officer shall accept additional nominations from the floor, provided the nominee consents in person or in writing. The Officers shall be installed at the annual meeting in September and shall assume their official duties upon installation. Officers shall serve for a term of one year or until their successors are assigned.

Proposed:

Prior to the general business meeting in May the board of directors will select, via a majority vote, one of the following options for conducting the vote:

1)     By a majority vote of the members present and voting at the general business meeting in May, or

2)     By means of electronic balloting in accordance with the following guidelines:

  • The board of directors will select and document an appropriate methodology for distributing and collecting ballots
  • No provision shall be made for members who do not have an email address of record associated with their membership account
  • Ballots will be distributed to all members of record as of the date of the general business meeting in May within seven (7) days following the meeting.
  • Ballots must be returned as directed by the board within fourteen (14) days following distribution to be valid
  • A committee consisting of the Past President, the Director of Membership and the Director of Education will be responsible for collecting and validating all ballots and tabulating the results. Results will be communicated to the membership electronically within seven (7) days following the end of the balloting period.
  • If the number of valid ballots returned does not meet the quorum requirement the process will be repeated

The presiding officer shall accept additional nominations from the floor at the general business meeting in May, provided the nominee consents in person or in writing.

Once nominations have been closed the election shall proceed by the methodology previously determined by the board of directors. However, If the board has selected an in-person vote, and there are insufficient members present to establish a quorum, the vote will be conducted via electronic balloting.

The Officers shall be installed at the annual meeting in September and shall assume their official duties upon installation. Officers shall serve for a term of one year or until their successors are assigned.

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