B O A R D D O C U M E N T
B04-02
TO: Board of Directors
FROM: Bylaws Process Review Committee
RE: Review of June 2003 Bylaws Vote
DATE: September 17, 2003
Background Information
At its first meeting on 12 June 2003, the current Board of Directors felt that a review of the bylaws amendment voting process from the previous day’s Annual Business Meeting would be useful. President Cindy Hill asked Past-President Bill Fisher to chair the group conducting the review. Board members Gloria Zamora (Treasurer) and Lynne McCay (Director) volunteered to work on this review. The Board recommended that one member of the Branding Task Force and one member-at-large who had been at the meeting be asked to assist with the review. In accordance with these recommendations, Neil Infield from the Task Force and Tom Pellizzi were asked to join the group and both agreed to do so.
Methodology
While the group was being formed, the chair felt feedback from members of the Branding Task Force would be important, so input was solicited from that group the week after the conference. Toward the end of July, a general solicitation for feedback was put out on the “Leadership” list. Some chapter and division officers forwarded that message directly to their members. Responses to these requests for input were directed solely to the chair of the group, directed to all five members of the group, or directed toward a chapter/division officer and then forwarded to the group. There were 64 individual responses from the request sent to the leadership list and four responses from members of the Branding Task Force for a total of 68. Most people offered multiple comments, so we ended up with some 118 specific suggestions. This input can be placed into two major categories, with an additional category for miscellaneous comments.
Results
The first major area of concern was that the voting process was only available to members attending the annual business meeting at the conference. This was a result of bylaws changes approved in August 2002. Specific recommendations from members included using some type of mailed ballot (including sending the ballots out with an issue of Information Outlook, use of absentee or proxy voting, and electronic voting. Two other comments of interest were presented. First, there was a recommendation to amend the current bylaws to allow for either an in-person vote at the annual business meeting or a mailed ballot to the full membership.
There are both legal, as well as logistical, issues that would need to be pursued in following up on this recommendation. A second comment, recognizing that our current bylaws rule out a mailed ballot, suggested having certain locations and times staggered throughout the conference to allow members present to vote. Since we needed to have a “run-off” vote between IPI and SLA before the actual bylaws vote, this suggestion would have been very difficult in New York. In a situation with a “simple” yea or nay vote, this idea might resolve some of the concerns to be addressed in the second category below, however, this would also require some change in our current bylaws because the vote would not be taking place at the annual business meeting.
The second major area of concern was that the discussion and voting took too long and people did not stay for the final bylaws vote. A number of issues were addressed in this area. It was suggested we not have a general session speaker before the business meeting, although the speaker was arranged long before we knew we would have a bylaws vote that morning. Another suggestions made was a “No Conflict” time for the annual business meeting, which could help, although the meeting in New York ran overtime and the no conflict time would have ended. Numerous people commented that the discussion and voting took too much time and people had to leave for a variety of reasons, including going to other programs, leaving for the airport, checking out of hotels, and going to the exhibits (especially to the one vendor with the give away). People commenting in this regard were also aware that the meeting started late in large part because of our speaker answering questions (hence the earlier comments), as well as the time taken to explain the voting procedure – which still wasn’t effective because people left after the second vote without realizing the “final” vote was still to take place. Some specific recommendations made to address these concerns include better documentation prior to the meeting (there was one specific negative comment about the “Pandora’s Quandry” item that was on the web site). There was a suggestion to have had the basic pros and cons for each vote up on the screens and/or as handouts and limit discussion to items not already identified. Another person suggested having the basics of parliamentary procedure and the voting process as a handout to reduce or eliminate those questions. Finally, there were a couple of suggestions about having more tellers to speed up the vote counting process, and one suggestion to label the floor microphones to reduce confusion about where each “side” was suppose to speak.
The comments are identifying as miscellaneous cover a range of items. There was concern expressed over the requirement that the final vote needed a two-thirds majority, since it was clear a majority of members who voted supported a name change. There were comments about the lack of a specific recommendation on the bylaws issue from the Board of Directors. There were comments about the overall length of the branding process from the creation of the task force to the vote. Some were happy to bring “closure” to the process and hoped we wouldn’t try to change the name of the Association again for some time; while others took the approach of having invested this much time/energy already we should vote again very soon. There was a comment about a problem in obtaining a voting card, however, that problem was obviously resolved. There were comments about the lack of an acceptable alternative name which is why the motion failed. More input into the alternative name was suggested. This, by the way, was as close as people got to commenting about the outcome of the vote. People who responded overwhelming stayed “on task” and addressed the process as they were requested. This made our job much easier to accomplish. Finally, there were a few comments indicating the process was fine, they were clear about how the voting would be conducted, and knew what to expect when they came to the meeting.
Conclusion
The input received from members points to possible changes in the current bylaws amending process (once they are vetted by legal counsel). The Board needs to determine if further action is warranted at this time.
Financial Impact
Some financial impact would be involved both with changing the current bylaws and implementing whatever the changes might be (especially the option of a mailed ballot).
Prepared by:
Bylaws Process Review Committee
G. Zamora
T. Pellizzi
L. McCay
N. Infield
B. Fisher
Produced by:
Bylaws Process Review Committee
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