Bylaw Proposal FAQ


On 17 October, the Council will vote on the proposal offered by the Constitution and Bylaws/Strategic Governance Review Committee (CBSGRC) to replace the current Constitution and Bylaws with proposed new Bylaws. Eventually, this effort will also result in a rewrite of the current Procedures Manual. As members of the SEG community, we, the CBSGRC, want you to be fully aware of the process taking place, and we encourage you to discuss this topic with your Council member and within your Sections and Associated Societies. All Active Members should be prepared to vote on these Executive Committee-endorsed changes if they are approved by the Council. To that effort, we submit the following information.

 

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Why is this being proposed?

What are the goals of this proposal?

What are solutions to key issues, provided by the Bylaws?

What is being proposed?

Who has contributed to this process/effort?

What are the next steps?

How can I get involved?

 

Why is this being proposed?

This proposal is being presented to both modernize the governance and regulatory requirements of SEG and improve the organizational structure and efficiency of the SEG leadership and Business Office.

Key issues that have been identified by the Executive Committee that have led to this proposal are:

    1. Difficulty achieving strategic continuity year to year.
    2. Inconsistency in the definition of the governing body of SEG and subsequent legal confusion and exposure of Council (e.g., open risk of litigation.)
    3. Critical need for SEG to remain true to its member-based roots and refrain from changes that would fundamentally usurp the members' authority or rights.

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What are the goals of this proposal?

    1. Clarify the redundant and conflicting roles and responsibility of Executive Committee and Council through the creation of a Board of Directors at the center of a well-defined governance structure.
    2. Consistently define the Board of Directors as the governing body and therefore remove the broad legal risk to the Council and SEG.
    3. Provide more longevity in governing-body terms so Society leaders will be well positioned to focus on strategic issues and better informed when making decisions.
    4. Create a larger primary governing body — the 18-member Board of Directors — that will better reflect SEG's diverse membership.
    5. Reflect organizational best practices.
    6. Better comply with U.S. Internal Revenue Service regulation by clearly separating the Council from regulatory reporting requirements.

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What are solutions to key issues, provided by the Bylaws?

    1. How will this provide strategic continuity?
      Strategic continuity will be gained through longer Executive Committee terms, greater Council involvement, and intentional focus on strategic topics.
    2. How will this remove legal confusion and exposure of Council (e.g. subsequent risk of litigation)?
      Removal of legal and litigious risk to Council and SEG will be achieved by defining the Board of Directors as the governing body recognized in all SEG governance documents consistently. Therefore, this newly created Board of Directors will be the only corporate, legally recognized body, open to any risk of subsequent litigation.
    3. How will this maintain members' authority or rights?
      All Active Members will have the opportunity to elect a larger number of representatives who lead their Society. The new governance structure also will preserve members' capability to exercise all active member privileges, rights, and authority through representation on the Council and Council representation on the Board.

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This proposal is the result of two years of effort by the Constitution and Bylaws/Strategic Governance Review Committee (CBSGRC).

What is being proposed?

Below are the nature of the challenges of the existing structure that the CBSGRC addressed, the challenges themselves, and the proposed solution with associated benefits.

Nature of Challenge Challenge Solution Benefit

Modernization/ Regulatory

 Reduce broad legal confusion, risk, and liability of the full Council. Removing corporate legal risk to Council members by clarifying the Board of Directors as the only legally recognized corporate group responsible for all SEG actions. Protect Council from legal risk and subsequent action.
Modernization/ Regulatory Assumed role of Executive Committee as governing body by inference in reviewing US IRS Form 990. Create a well-defined Board of Directors, consistent with the Form 990's direction to have a "Board of Directors" review the return of an exempt organization before it is filed. Clear procedural definition for reviewing SEG's Form 990, according to Federal regulatory requirements.
Operational There are contradictory roles and responsibilities between the Council and Executive Committee. The Articles of Incorporation denotes the Executive Committee as the governing body while the subsequent Constitution stipulates that the Council is the "governing body."

Clarify contradiction by creating a "Board of Directors" as the governing body and establish the Executive Committee and the Council as subordinate organizations.  Provide a role for the Council that allows it to contribute in a manner similar to the current Constitution and Bylaws.

 Streamlines governance, eliminates governmental redundancy, avoids misinterpretation and brings SEG's nomenclature into consistency with standard corporate business terminology.
Operational Improve continuity of SEG strategic direction, leadership, and programs.

Extension of officer terms and director responsibilities would include:

  1. Extending Officer Terms to two years;
  2. Giving 2nd VP & 1st VP would have overlapping two-year terms similar to current president elect/president;
  3. Retaining immediate past president as voting member of Executive Committee;
  4. Dropping current VP position (to keep Executive Committee the same size);
  5. Add Chair of Council (3 year term) as a Director in order for the Council to have formal representation on the Board of Directors;
  6. Add 9 Directors-at-large with three year terms with each Director to have one major assignment (e.g. globalization, strategic planning).
 Added input from leadership on ongoing long-range planning will provide continuity, communication, and effectiveness.
Membership Increase Membership Oversight.

Add 10 Directors

  1. Direct representation on Board of Directors by Council via Chair of Council;
  2. Nine Directors-at-Large positions would allow for greater participation with lower travel commitment than Executive Committee;
  3. Each Director likely would be given one major duty;
  4. Three -year overlapping terms would reduce "learning" period.
 Provides significant oversight and defines key areas to leadership direction.
Membership Allow for growth of Special Interest Groups.

Define Technical Sections as a legal entity within the governance of the SEG, as differentiated from Sections, which have their own governance structure.

 Promotion of Special Interest Groups to Technical Sections will gain a formal role in the SEG decision-making process.

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Who has contributed to this process/effort?

  • Constitution and Bylaws/Strategic Governance Review Committee (which has generated the proposal)
  • Council Members (CBSGRC has had successful direct contact with more than 50% of Council in receiving key feedback regarding this proposal)
  • Executive Committee
  • Legal counsel

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What are the next steps?

This proposal will be presented to your Council on 17 October, 2010 during the Annual Meeting. If the Council endorses the proposal, ballots will then be sent to the Active membership.

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How can I get involved with this?

We encourage you to discuss this topic with your Council member and within your Sections and Associated Societies. Click here to find your Council member representative.

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