2011 Annual Business Meeting: Members Adopt Changes in Voting Methods

A resounding majority of members at the Annual Business Meeting in Chicago on August 27 voted to adopt Council-proposed changes in the SAA Constitution and Bylaws that will move votes on dues changes and constitution and bylaws amendments to electronic referenda of all voting members. A proposed change in eligibility of institutional members’ primary contacts to hold national office was tabled. The amendments as discussed are presented below.

Proposed Constitution and Bylaws Amendments: Voting Methods

The SAA Council proposed the following two amendments to the SAA Constitution (with accompanying Bylaws changes) for consideration by SAA members at the Annual Membership Meeting on Saturday, August 27, 2011.

PROPOSED CONSTITUTIONAL AMENDMENT 1: VOTING METHODS

THAT the SAA Constitution, Articles IV., IX., and X., be amended as follows (underline indicates addition, strikethrough indicates deletion):

IV. DUES
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.

IX. BYLAWS
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 distributed by the Executive Director according to a method approved by the Council to eligible voting 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.

X. AMENDMENTS
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 distributed by the Executive Director according to a method approved by the Council to all eligible voting members at least sixty (60) days in advance of the meeting at which they are to be considered presented. If approved by the Council, amendments may be adopted by a majority of the members present and voting at the annual business meeting of the Society. If not approved by the Council, amendments Amendments may be adopted by a 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.

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. Details regarding the administration of member referenda are specified in proposed amendments to the Bylaws. Other procedural changes affected by this recommendation include: more consistent notification requirements; explicit provisions regarding 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 for discussion at the Annual Membership/Business Meeting. 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 Membership/Business Meeting, the Society would provide members with an electronic forum via which all eligible voters would be able to debate the motion(s). Electronic referenda would be conducted following the Annual Membership/Business Meeting according to a schedule that would be specified in the Bylaws.

Fiscal Impact: SAA staff has negotiated an option with SAA’s e-ballot vendor to add, upon demand, an additional asynchronous voting event at the cost of $1,500 per year.

Passed (majority by voice).

PROPOSED CONSTITUTIONAL AMENDMENT 2: VOTING METHODS

THAT the SAA Constitution, Article VI.2., be amended as follows (underline indicates addition, strikethrough indicates deletion):

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: The 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.

Passed (majority by voice).

The SAA Council proposed the following two amendments to the SAA Bylaws (in support of the two constitutional amendments) for consideration by SAA members at the Annual Membership Meeting on Saturday, August 27, 2011.

PROPOSED BYLAW AMENDMENT 1: VOTING METHODS

THAT the following amendments to SAA’s Bylaws, Section 10, “Rules of Business Meeting,” be presented for consideration at the Society’s August 2011 Membership/ Business Meeting (underline indicates addition, strikethrough indicates deletion):

h) All resolutions to be brought before the business meeting for action shall be submitted in writing to a Council Resolutions Committee the Executive Director no later than noon of the day preceding the business meeting and shall be available to members in writing at the meeting. Resolutions from the floor may be considered by majority vote, except as required by the Constitution.

i) Amendments to the constitution that have been approved by the Council in advance of the business meeting may be adopted by a majority vote. Amendments to the constitution that have not been approved by the Council may be adopted by a two-thirds (2/3rds) vote. All amendments to the constitution must be filed with the Executive Director at least one hundred (100) days prior to the annual meeting and 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.

j) Adoption of, or amendment to, bylaws of the Society may be made by a two-thirds (2/3rds) vote of those members present and voting at the annual business meeting.

k) i) At the beginning of the meeting the President will announce the agenda, call for additions or amendments, and call for a vote to approve the agenda. After the agenda has been adopted by the majority of the members present and voting, it can be departed from only by the general consent or by two-thirds vote if any members request a vote.

l) j) Proxy votes are not permitted.

m) k) Aside from the rules above, Sturgis' Standard Code of Parliamentary Procedure (latest revised edition) will govern the business meeting.

Support Statement: The draft constitutional amendments recommended by the SAA Council stipulate that constitutional and bylaws amendments be approved by member referendum. There is no provision for amendment by the quorum at the Annual Business Meeting. These revisions are necessary to maintain consistency between the Constitution and the Bylaws. In addition, because the sole function of the Council Resolutions Committee is to convey motions to the President, and because this duty can be more effectively fulfilled by the Executive Director, the amendments help streamline governance procedure.

Fiscal Impact: None.

Passed (two-thirds by voice).

PROPOSED BYLAW AMENDMENT 2: VOTING METHODS

THAT the following amendment to SAA’s Bylaws be presented for consideration at the Society’s August 2011 Membership/Business Meeting:

11. MEMBER REFERENDA
Member dues changes and resolution of motions filed with the Executive Director in accordance with Article IX or Article X of the Constitution shall be determined by member referendum. The Council Executive Committee shall review and approve a briefing paper prior to the constitutional notification date. Copies of proposed amendments and briefing papers, prepared by the proposer(s) and/or by the Executive Director in accordance with Council guidelines, shall be distributed in accordance with Articles IX and X of the Constitution and shall be presented at the business meeting or at a special meeting called by the Council. Notice of the referendum, copies of proposed member dues changes, constitutional amendments and/or bylaws amendments, and briefing papers shall be distributed by the Executive Director according to a method approved by the Council to eligible voting members no more than thirty (30) days after the meeting at which the motion is presented. All members shall be given the opportunity to participate in discussion and debate on items presented for referenda. Ballots shall be distributed to eligible voting members according to a method approved by the Council no fewer than sixty (60) days and no more than ninety (90) days after the meeting. Approval of motions shall be determined by a majority vote for dues changes and by a two-thirds (2/3rds) vote for proposed amendments to the Constitution and Bylaws of those members voting in the referendum, provided that at least ten (10) percent of the eligible voting members shall have voted. A member may obtain the vote count from the Executive Director.

Support Statement: The amendment specifies provisions that are necessary for the effective administration of member referenda, including notification, scheduling, quorum requirements, and review, approval, and dissemination of briefing papers. These provisions are consistent with principles of parliamentary procedure and will facilitate informed voting by the members.

Fiscal Impact: SAA staff has negotiated an option with SAA’s e-ballot vendor to add, upon demand, an additional asynchronous voting event at the cost of $1,500 per year.

Passed (two-thirds by voice).

Proposed Constitutional Amendment: Eligibility to Hold Office

The SAA Council proposed the following amendment to the SAA Constitution for consideration by SAA members at the Annual Membership Meeting on Saturday, August 27, 2011.

THAT the SAA Constitution, Article III.A.4., be amended as follows (strikethrough indicates deletion):

Institutional membership shall be open to institutions or agencies responsible for or substantially interested in the custody, study, teaching, control, or use of records, archives, and/or private papers. Institutional members are eligible to receive the publications of the Society. Each institutional member may identify a primary contact person, who is eligible to vote, hold office, and serve on appointed groups.

Effect of the Amendment: Primary contacts of institutional members would no longer be eligible to hold elected office (i.e., President, Vice President, Treasurer, Council member, Nominating Committee member) in SAA without first joining as individual full members. Individual membership may be obtained at any time, which immediately confers eligibility to be elected to office in SAA.

Motion from the floor with a second:

THAT the decision to amend the SAA Constitution, Article II.A.4., be tabled until after results of the membership survey are received.

Tabled (two-thirds by standing vote).