[edgenet: the leading edge]
January 2012 Vol. 31, No. 1

SEG Governance

Bob Hardage, SEG President

SEG adopts new Bylaws

It's official! SEG has adopted new Bylaws that modernize the Society's governance, approved through a vote of Active Members that concluded 16 December. The SEG Council voted unanimously on 18 September to send proposed Bylaws to a membership vote, and the tally is in the affirmative.

SEG's new Bylaws replace the Society's Constitution as well as its previous Bylaws. They create a Board of Directors with at least 14 voting members and recognize it as the Society's primary governing body, with all voting members serving multiple-year terms. An Executive Committee shall have power to act on Society business in between quarterly Board meetings and will include a President-Elect, a President, a Past President, a Second Vice President, a First Vice President, a Treasurer, and an Editor. The Executive Director will serve as a non-voting Secretary of both the Executive Committee and the full Board, which also will include six Board Members at Large and the Chair of the Council.

Approval of the new Bylaws resolves a conflict in SEG's previous governance documents. Under the Constitution, the Council was the Society's primary governance body, whereas under SEG's articles of incorporation, the seven-member Executive Committee was charged with that responsibility.

The Council will continue to play a major role under the new Bylaws. In addition to serving an advisory function on behalf of Sections and Associated Societies and members served by District Representatives, the Council will be empowered to review and approve Bylaws changes, dues-rate increases greater than cumulative inflation, and each year's Annual Report.

Four members of the current Executive Committee will become officers in the Executive Committee of the new Board of Directors at the conclusion of the Annual Meeting in Las Vegas in November. President-Elect David Monk will become President, President Bob Hardage will become Past President, Second Vice President Rick Miller will become First Vice President, and Editor Tamas Nemeth will remain in his current post.

The Committee on Nominations already is busy putting together a slate of candidates for the remaining Board positions—President-Elect (three years of service, the second as President, and the third as Past President), Second Vice President (two years of service, the second as First Vice President), Treasurer (two years of service), and six Directors at Large (two serving one year, two serving two years, and three serving three years). The Council will elect the Chair of the Council (three years of service) through procedures determined by the Council.

The nominees selected by the Committee on Nominations will be announced in the April issue of The Leading Edge. Additional nominees may be added via petitions submitted prior to 15 May. Ballots that include candidates for all Board positions and District Representative slots will be sent to Active Members between 1 June and 15 June, accompanied by biographies of the officer candidates and Board Member at Large positions. Biographies and position statements will be published in the July issue of TLE. Voting will conclude on 31 July, and the first SEG Board of Directors will take office on 8 November at the conclusion of the Annual Meeting in Las Vegas.

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 in 2010, 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. With these major changes and a few minor ones, the new Bylaws received unanimous approval from the 2011 Council.

Longer terms for Society officers and representatives will provide more continuity in governance and strengthen strategic leadership. The larger size of the governing body will provide for more and better representation of SEG's diverse and rapidly growing membership. Yet the ability to act nimbly will be preserved with an Executive Committee empowered to act between Board meetings.

The current Executive Committee, in partnership with certain committees and staff, is instituting new policies and procedures supporting the new Bylaws. At its December meeting, the Executive Committee approved board position descriptions pending some revisions applied in the weeks afterward. These, and some related policies and procedures, are likely to be published in the February issue of TLE.

The board structure mandated in the new Bylaws reflects widely recognized best practice for dynamic organizations. Those who led the governance-reform effort and everyone who voted in the just-concluded election are to be commended for demonstrating their commitment to advancing the Society.