prepared by Petr Vanýsek, ECS Secretary, March 7, 2008
Merging the Constitution and Bylaws
ECS currently operates under the guidance of two documents, the Constitution and the Bylaws. Whereas the Constitution is more general and the Bylaws provide more specific rules, the two documents in many instances overlap one another. It has been noted by our legal counsel that one fundamental document, rather than two, is the norm in many organizations, and it was suggested that ECS should consider merging the Constitution and the Bylaws into a single document.
The Membership will vote on the Constitutional Amendment
The Executive Committee saw the benefits in having a modern document and initiated the process to create a single document, the “New” Bylaws, which is based on the contents of the existing Constitution and Bylaws. In order to proceed with the change, the ECS membership is being asked to vote on the change of the Constitution. In a parallel process, the Board of Directors will be asked to vote on the changes to the Bylaws.
The change to the Constitution is a lengthy process. It was started in October 2007 by a petition of ten members to bring the recommendation to the membership for a vote. The petition was approved by the Board in October 2007 and ECS members will vote on the proposal at the May 20, 2008 Annual Business Meeting in Phoenix. Upon approval, a ballot will be sent to all ECS members in late May 2008 for a final approval.
The members will be asked to eliminate the Constitution and thereby allow a new document, the “New” Bylaws, to govern ECS.
The changes to the two documents
The “New” Bylaws (which will be called just “Bylaws,” once approved) were prepared by careful combination of the Constitution and existing Bylaws, in such a way that nothing would be omitted, but nothing would be duplicated. To allow the voters to focus on the merging process, rather than having them consider desirability of specific material changes, any changes other than the merge, were kept to the minimum. One change is the elimination of gender bias in the language. Numerous references to “he” in reference to an officer were eliminated. Rather than using the cumbersome “he/she,” the sentences were rewritten. Other changes eliminate the requirement of the Divisions and Groups to provide audited financial statements to the Society by the end of each June, because all the accounts are held by the Society and are already audited by an external auditor. Another change involved deletion of an unintended word “fiscal” defining a year of membership, which is no longer connected to the fiscal year. Additional language changes involved the deletion of any reference to the “Constitution,” as that document will not exist after the adoption of the “New” Bylaws.
The method of making amendments could not be accomplished by merging the documents, because the Constitution and the Bylaws procedures were so different. The procedure of the present Bylaws was adopted, with additional opportunities for input: (1) in addition to proposing changes by a member of the Board of Directors, a petition from at least ten Active Members will be accepted; (2) the Ways and Means Committee will have to approve the proposal; and (3) the Board of Directors will have to have the proposal at least sixty days prior to the vote.
Safeguards
The one part that is substantially different from the present Constitution and the Bylaws is the procedure for changing the “New” Bylaws. Like the present Bylaws, for any change, the new version will require first the approval of the Ways and Means Committee, before it can go for approval to the Board of Directors. Additionally, though, the proposed changes will have to be communicated to the members of the Board sixty days before the meeting of the Board at which the vote will be taken, to provide enough time for consideration and discussion.
To prevent the Constitution from being eliminated prior to the establishment of the new combined document (the “New” Bylaws), the vote on the Constitution change specifically states that “the change takes effect after a suitable combined document is approved.”
The text, old and new
The existing Constitution and Bylaws are available here.
The proposed text of the “New” Bylaws may be found here. Note that this is a “read-only” document.
