By-Laws Revised Again by the A.A. Board
After having their revisions turned down by the membership at the June 2005 Annual Meeting, the A.A. Board has once again revised our association by-laws.
PROPOSED REVISIONS CONSIDERED
From WellsList, reprinted here by permission
The proposed changes risk isolating the A.A. Board still further from the membership while giving it even more unrestricted authority over the organization.
For instance, it seems that the proposals will allow the Board to change nomination and election rules at will (!), reduce members’ input in candidate selection, limit member attendance at Alumnae Council, curtail our ability to call for a Special Meeting of the association, eliminate full written notification to all members of important association business, prohibit discussion of pending by-laws amendments in association meetings, and fail to guarantee adequate funding for association communications and activities.
COMMENTS ON PROPOSED BY-LAWS
ARTICLE IV: Meetings of the Association, Section 2
Special meetings of the A.A. at the written request of 25 members or the discretion of the President could no longer be called in two weeks' time, but would require a full month's notice. That would eliminate the association's ability to respond quickly to pressing concerns of the membership (as with the October 2004 special meeting called after the coed decision). The board's explanation -- that this change creates consistency with the one-month noticed required for an Annual Meeting -- misses the point. Annual Meetings transact required business of the corporation. Special Meetings address extraordinary issues in a timely fashion. Instituting a month's delay erodes the Board's ability to be responsive and accountable to its membership.
An unexplained additional Special Meeting requirement is "a clear statement of the purpose" of the requested meeting. Why was the word "clear" added? It's inclusion would allow the president to inappropriately refuse a request for a meeting if she felt the stated purpose wasn't clear enough for her. Compare this to the requirement for calling a special meeting of the Board (Article VIII 3). There, the purpose simply has to be stated in the call, it doesn't have to be made "clear."
ARTICLE V : Alumnae Volunteer Retreat, Section 1
Several unexplained and perhaps unwelcome changes are here. Why has the name of Alumnae Council been changed to Alumnae Volunteer Retreat? More importantly, if the event is to be "held annually," why are all alumnae volunteers "invited to attend...at least once every three years"? That allows it to become a closed event in every two out of three years, further reducing feedback to the Board from the membership.
ARTICLE 00, SECTION 00: Finances
The proposed by-laws include no financial authority. It is relegated to the
Standing Rules, where it can be changed by the A.A. Board without member input or approval.
ARTICLE XV : Committees, Section 1 (Nominating Committee)
An new proposed section here gives the A.A. Board the unilateral power to completely change the nominating process and the function of the committee! "Rules governing nominations and the Nominating Committee may be amended by the Alumnae Association Board." I've never seen such a clause in the bylaws of any organization: And, how will the membership even know what the "rules" are, if they aren't in the bylaws and can be changed at any time without notification?
The committee would be cut by about half. Up to fifteen Regional Representatives make up the present Nominating Committee. Only six alums will make up the proposed Nominating Committee. This reduces the breadth and depth of membership input considerably.
ARTICLE XVI: Nominations
This article spells out the right of any 25 members to nominate candidates by petition for elective positions. But if the proposed addition to Article XV above passes, in practice this right could be restricted at any time by the Board making up new "rules" for nominations. What if the Board made up a new rule that the 25 alumnae signing the petition had to come from different class years or states? That would be permissible under the new Article XV, and it would severely restrict the right to nominate by petition.
ARTICLE XXII: Amendments, Section 2
The notice of a motion to vote on proposed changes to bylaws, under Roberts' Rules, must include the text of the proposed amendments. In these proposed changes, our A.A. Board would like that requirement to be satisfied by posting the amendment "on the Wells College website." This would not fully notify all members, as required. It would exclude members without full access to the internet, It also puts all members at the mercy of inconsistent and unreliable technology. (I've experienced the frequently reported alumnae problems in accessing particular pages on the Wells site and downloading from the college's server.)
The propsed changes also newly permit amending bylaws by mailed, written ballot (thereby eliminating any discussion of amendments in an association meeting). I wonder if the defeat of the last round of proposals after discussion at last June’s Annual Meeting has anything to do with this proposed new method of amendment?
ARTICLE XXIII - Electronic Communication
A new bylaw allowing “any notices required by any section of these By-laws or Standing Rules” to be given by email creates the same problems noted in Article XXII above, and others in addition ; e.g. what if a member changed her email address without informing the A.A. Office, what if her computer has crashed, what if her e-mailbox is full?
COMMENTS ON PROPOSED STANDING RULES
3. Alumnae Association Officers, b - Nominating Vice President
Some inconsistencies are found here. It says she is a "non-voting" member of the Nominating Committee, but it doesn't say that in the by-laws. It should specify here that she is responsible for receiving nominating petitions before the Annual Volunteer Retreat, as detailed in the by-laws.
8. Nominating Committee
No longer would fifteen Regional Reps comprise this committee. Its six members, hand selected by the A.A. President, would have no inclination to represent anyone. Making the smoke-filled room even smaller is unnecessary. With the new provision for electronic conferencing, far-flung Regional Reps could participate fully with no geographic disadvantage in attending committee meetings.
The following former Standing Rules are removed: (8c) "The name of any alumna may be submitted to the Nominating Committee Chair at any time, with a statement of her qualifications for a particular office for consideration by the Committee;" and (8f) "a master list of potential candidates, with qualifications for all offices of the Alumnae Association shall be updated annually by the Nominating Committee and the Director of Alumnae Relations and be maintained by the Alumnae Office."
These are significant omissions. Alumnae input is again eliminated, as it appears that there will no longer be a ongoing list of potential candidates generated by the membership for Nominating Committee members to consider.
Instead, in the newly proposed Standing Rules, it appears that committee members will be told who to consider. "The members of the Nominating Committee shall be prepared for their task by instruction from the Nominating Vice President in advance of any vote for the creation of a slate of candidates."
9. Elections
Just in case Article XV wasn't undemocratic enough, the Board proposes giving itself the power to change the election process at any time without input or notification.
11. Finances
There will no longer be a provision that the funds raised by the alumnae must first be used to pay for the legitimate expenses of our Alumnae Association. This has unfortunate implications. For instance, the administration would be under no obligation to fund publication of The Express (and could publish it very infrequently with ridiculously out of date material, as we have seen in recent years). How sad.
Take a good look at the proposals send in your comments now to alumnae@wells.edu or to Renee Minarick, and copy us.
