Bylaws Change Around Board Terms – November 2014

These changes were approved by the board. They are being submitted to the for membership review as required by Article VIII of the bylaws: “These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by two-thirds (2/3) of the Directors present at a valid meeting. Proposed Bylaw changes will be submitted to the membership for comment by e-mail or other electronic method at least one month before any vote for adoption.” Click here to read our full bylaws.

Current bylaws state:

Article V, Section 2. The term of each Director shall be 3 years. Directors’ terms shall be staggered. Directors may serve up to two consecutive terms and may be reelected after an interval of 1 year.

Proposed change (additions in bold):

Article V, Section 2. The term of each Director shall be 3 years. Directors’ terms shall be staggered. Directors may serve up to two consecutive terms and may be reelected after an interval of 1 year. The sitting board may extend or shorten a board member’s term in order that it ends in October, even if this increases their total consecutive time served over six years, so the board member replacing them can begin their term in October and be selected through the nominating process.

Explanation:

The process for selecting board members from the SZBA membership is as follows: Six months prior to a biannual conference, nominations for board membership are solicited from the membership. The list of nominees is sent to the Nominating Committee, which was formed at the previous conference. The committee verifies the willingness and availability of all nominees and gathers more information on them and what they could bring to the board. The committee then selects a short list (five if there are two vacancies) for the board to choose from, based on a set of considerations laid out in the Board Member Nomination Process (click here to read).

This process prevents elections from being based simply on name recognition or popularity, but allows input from the membership and balances board power (the board elects new members from the list created by the Nominating Committee, whose membership changes every two years except for one carry-over member). New board members begin their terms after the biannual conference (in October).

Occasionally board members resign mid-term and are replaced using the list of nominees compiled through the last Board Member Nomination Process. Consequently, if the board member serves two three-year terms, s/he will need to be replaced at some point between conferences, which sets up a continuing pattern of having to replace board members at odd times. This is not ideal because, over time, the nominees on the list created through the last Nomination Process may no longer be willing or able to serve. This tends to limit the board’s choices in electing new members and can end up compromising the balance of the board in terms of things like geography, gender, race, age, lineage, training background, and size of organization.

Occasionally between-conference board member elections will need to occur, but this bylaw change will allow the board to “reset” terms to begin and end around conferences, or at least in October (allowing time for mobilization of the Nominating Committee between conferences if necessary).

Submit comments to the board by emailing coordinator@szba.org. The current plan is to adopt these bylaws changes at the January 2015 board teleconference meeting (allowing at least a month for comments).