[edgenet: the leading edge]
October 2011 Vol. 30, No. 10

 

Governance/Bylaws

Bob Hardage, President

It's Members' turn to weigh in on governance reform

SEG's Active Members shall vote in the final months of 2011 on whether to provide the Society with a modern governance structure.

With one amendment, the SEG Council approved proposed Bylaws at its 18 September meeting during the Annual Meeting in San Antonio, thus sending the matter of adoption to the membership. Voting through paper ballot and online ballot will begin 18 October and conclude 16 December. If more than 50% of voting Active Members vote in favor, these proposed Bylaws will become SEG's primary governance document.

Development of new Bylaws has been a years-long process involving the Constitution and Bylaws Committee, the Council Ad Hoc Committee, several Executive Committees, the Council, SEG sections and associated societies, and several committees. The Council nearly approved Bylaws last year, but what was proposed at the time fell just short of the two-third's majority endorsement required to send the question to Active Members. In the past year, the Council Ad Hoc Committee made adjustments to the proposed Bylaws that strengthened the role of the Council, assigning it responsibility for review and approval of Bylaws changes, dues rate increases greater than cumulative inflation, and each year's Annual Report. With these major changes and a few minor ones, the new Bylaws received unanimous approval from the 2011 Council.

As this matter goes to a membership vote, it is important to highlight the reasons governance reform is so important.

The Board of Directors described in the proposed Bylaws, and presented graphically in Figure 1, would have 14 voting members and a nonvoting executive director. All voting members would have multiyear terms. Under the current structure, SEG's Executive Committee has seven members, with four serving only for one year.

Longer terms for Society officers and representatives would provide more continuity in governance and strengthen strategic leadership. The larger size of the governing body would provide for more representation from SEG's diverse and rapidly growing membership. Yet the ability to act nimbly would be preserved with an Executive Committee empowered to act between Board meetings. The board structure presented in the proposed Bylaws reflects widely recognized best practice for dynamic organizations.

The proposed Bylaws would replace SEG's current Constitution and Bylaws. Their adoption would remove an inconsistency in current governance documents regarding which body bears legal and fiduciary responsibilities for the Society. SEG's Articles of Incorporation state that the Executive Committee is SEG's governing body and that the Society is governed by its Constitution and Bylaws. However, the Constitution and Bylaws state that the Council is the governing body and that governing authority is delegated to the Executive Committee between Council meetings. Under the proposed Bylaws and through amended Articles of Incorporation, the Board of Directors would be recognized as SEG's governing body.

The amendment approved at the 2011 Council meeting was to Article VII, Section 3, paragraph b and transfers responsibility for selecting a Section representative to replace a representative unable to attend a Council meeting from the representative to the Section. Here is the change in wording: "In the event a Representative is unable to attend a Council Meeting, the Representative the Section may nominate an alternate, who is an Active Member in good standing, who will be seated with voting privileges, if the Secretary of the SEG has been notified in writing." This amended paragraph is included in a complete presentation of the proposed Bylaws that accompanies this article.

Active Members, please familiarize yourselves with the proposed Bylaws and take part in this historic vote so important to the Society's future.


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