At its August 9, 2010, meeting the SAA Council discussed several questions arising from the recent review of member dues concerning provisions in SAA’s constitution for voting. Per Article IV:
…Changes in membership dues shall be determined by a majority vote of those members present and voting at the annual business meeting of the Society.
As SAA Treasurer Aimee Felker reported, several members consulted by the Finance Committee raised concerns that this provision disenfranchises those members who are unable to attend the Annual Meeting. This same concern was raised on the floor of the August 14, 2010, business meeting during the discussion on dues. At its August 9 meeting, the Council resolved:
THAT the President appoint an ad hoc subcommittee, consisting of two seated Council members, one Executive Committee member, and one staff member, to consider the voting process for constitutional amendments, dues increases, and other issues of broad interest to the membership, including how any potential changes would be implemented and the resources necessary for implementation, with a report and recommendation(s) to the January 2011 Council meeting.
At its January 27-30, 2011, meeting, the Council reviewed the ad hoc subcommittee's report and approved the following recommendations:
THAT a call for member comment on the following draft recommendations be issued and that consideration of the motions be postponed to an interim meeting of the Council to take place electronically no later than May 19, 2011:
THAT the SAA Council recommend the following constitutional amendments to Article IV, Article IX, and Article X at the Society’s August 2011 business meeting:
A member shall be enrolled upon the first payment of dues and shall receive benefits during the period for which dues have been paid. All dues shall be payable in advance. Membership in good standing shall cease when dues are 28 days in arrears. Changes in membership dues shall be determined by a majority vote of those members present and voting at the annual business meeting in a referendum conducted according to the bylaws of the Society.
The Council is authorized and directed to prepare, adopt, or amend such bylaws as may be desirable to regularize the administrative practices of the Society. Adoption or amendment of bylaws may be made either by a two-thirds (2/3rds) vote of the Council or by a two-thirds (2/3rds) vote of those members present and voting at the annual business meeting in a referendum conducted according to the bylaws of the Society. Amendments to the bylaws may be recommended by a majority vote of the Council or proposed in writing by at least 5% of the eligible voting members of the Society. All amendments must be filed with the Executive Director at least sixty (60) days prior to the Annual Meeting. Copies of the proposed amendments shall be mailed by the Executive Director to all members at least thirty (30) days in advance of the meeting at which they are to be presented. A copy of the current constitution and bylaws shall be published in the Society's membership directory on the Society’s website and shall be available to any member upon request to the Executive Director.
Amendments to this constitution may be recommended by a majority vote of the Council or proposed in writing by at least twenty-five (25) 5% of the eligible voting members of the Society. All amendments must be filed with the Executive Director at least one hundred (100) days prior to the Annual Meeting. Copies of the proposed amendments shall be mailed by the Executive Director to all members at least sixty (60) days in advance of the meeting at which they are to be considered presented. If approved by the Council, aAmendments may be adopted by a majority two-thirds (2/3rds) vote of the those members present and voting at the annual business meeting. in a referendum conducted according to the bylaws of the Society. If not approved by the Council, amendments may be adopted by a two-thirds (2/3rds) vote of the members present and voting at the annual business meeting of the Society.
Support Statement: Forwarding recommendations on dues changes and amendments to the Society’s constitution and bylaws to member referenda constitutes a practical and well-balanced approach to increasing member participation in SAA governance. It is within SAA’s means, both financially and organizationally. If approved, details regarding the administration of member referenda would be specified in forthcoming, proposed amendments to the bylaws. Other procedural changes affected by this recommendation include: more consistent notification requirements; explicit provisions regarding the proposal of bylaws amendments; and modification to the number of members required to propose amendments (due to the recent growth in members).
In practice, proposals for dues changes and amendments will be generated as they are now and will be presented at the annual business meeting for discussion. However, the quorum at the business meeting will no longer be empowered to amend, approve, or decline such motions. In addition to debate at the annual business meeting, the Society would provide members with an electronic forum by which all eligible voters would be able to debate the motion(s). Following the annual business meeting, according to a schedule that would be specified in the bylaws, the electronic referendum would be conducted.
Fiscal Impact: SAA staff has negotiated an option with our e-ballot vendor to add, upon demand, an additional asynchronous voting event at the cost of $1,500 per year.
THAT the SAA Council recommend the following constitutional amendment to Article VI.2 at the Society’s August 2011 business meeting:
Resolutions passed at the annual business meeting or submitted in writing and signed by 1% of the eligible voting members which request the Council to take a specific action must be formally considered and voted upon by the Council in a timely fashion. The membership shall be notified of the results of that deliberation in the first mailing communication sent to the membership following the Council's vote. If ten (10) percent of the membership disagrees with the Council's decision and files a petition to that effect with the executive office within ninety (90) days of the U.S. Postal Service postmark of the Council's notification, to that effect with the executive office, a mail ballot special referendum shall be conducted through the next mailing to the membership within one hundred and eighty (180) days and the results of a majority vote of the members voting on in this ballot referendum shall be binding provided that at least thirty (30) percent of the eligible members shall have voted.
Support Statement: These proposed revisions seek to bring this language up to date with modern methods of communication and provide staff with the option to utilize electronic balloting in the case that a special referendum is required.
Fiscal Impact: None.
Pursuant to the call for comments on the draft recommendations above, the SAA Council also resolved:
THAT the Council Ad Hoc Subcommittee on Voting Methods be charged to: 1) analyze member input received from the call for comments on the draft constitutional amendments detailed in Recommendation 1; 2) revise the draft constitutional amendments as needed and report the subcommittee’s revised recommendation(s), if applicable, at an interim meeting of the Council to take place prior to May 19, 2011; and 3) prepare draft bylaws amendments for review and consideration at the Council’s May 2011 meeting.
Support Statement: The draft constitutional amendments detailed in the recommendations above would result in the administration of member referenda “conducted according to the bylaws of the Society.” Those provisions need to be drafted, pending member feedback. Procedural details concerning the bylaws to be considered by the subcommittee are referenced in the Appendix of the subcommittee’s January 2011 report to the Council.
Fiscal Impact: None.