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Local Section Bylaws Revisions

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Local Section Bylaws Revisions

  1. 1. East Tennessee Local SectionBylaws Revision2013 Local Sections Leadership WorkshopSection Governance AgendaPaul E. Fanning, Director, East TN LSBraxton Sluder, Secretary, East TN LS
  2. 2. Agenda• Initiating events spurring bylaws re-write journey• Aspects of the re-write work process inchronological order• Benefits to East TN Local Section• Learnings and Recommendations• Acknowledgements24/27/2013 2013 Local Sections Leadership Workshop
  3. 3. Seed that Set Things in Motion• After the 12/8/2010 East TN Local Section (LS) Officers meeting,Paul Fanning (East TN LS Chair at the time) made an inquiry into theorigin of the address shown as the “principal office of theCorporation” in the East TN LS bylaws• Determined that the address was the past residence of an East TN Directorfrom 1994-1996, Chairman in 1988, Vice Chair in 1987, Secretary-Treasurerin 1980• He was the permanent contact to prevent things from getting lost buteventually passed on this task to others until the East TN LS got a PO Box• He had moved to Charleston, SC, at some point12/8/201034/27/2013 2013 Local Sections Leadership Workshop
  4. 4. First Mention of Revising LS Bylaws• During email communications regarding thesource of the “principal office” address,references to revising the East TN LS bylaws weremade:– “Weird. I’d say we could amend our bylaws to reflectour current PO Box…” (Luke Stewart, Past Chair)– “Why say a PO box when that could change? Couldwe be vague and say Kingsport, TN?” (PatriceRiesenberg, Vice-Chair)– “There’s an action item here somewhere, that is,unless this has no practical impact on anything” (PaulFanning, Chair)12/8/201044/27/2013 2013 Local Sections Leadership Workshop
  5. 5. Bylaws-Related Action Item Defined• “I kind of like Paul’s perspective on this – to borrow a line from ‘the Soundof Music,’ I think we need to start from the very beginning of the Bylawsdocument and first determine IF this needs to be a required documentand by whom – State of TN (as a requirement for non-profit organizationstatus)? National AIChE [i.e., the Institute]? Our own Local Section? Ican’t think of any other external entity that would put a requirement onus…. Once we figure out what is needed from this document, we candetermine how to change it to meet our needs, whatever they may be.”“The action item here would be for people knowledgeable about the Nationalorganization to determine if bylaws are an AIChE requirement or recommendation(or if they have a model). Also for people knowledgeable about the Staterequirements (present/past treasurers?) to determine if a set of bylaws arerequired (in a certain format) by the state (i.e., is a permanent address for theorganization needed?) to maintain non-profit status. If both of those searchesshow up negative, maybe we can have a bylaw-burning party…” (Rich Berg,Secretary)• Asking pertinent question: Are bylaws required, and if so, by whom?12/8/201054/27/2013 2013 Local Sections Leadership Workshop
  6. 6. Determined Bylaws are Required• A quick look at the LS part of aiche.org seemed to indicate that some sortof bylaws were (and still are) required• “Did not see the ‘approved uniform format’ on the [AIChE] website in thefew minutes looked, but suspected that’s where ours [originated] (theyseem pretty generic)”• “Sounds like changing the bylaws is kind of a big deal if I’m reading thisright, but perhaps after >20 years it is time for a revamp/update (at leastof the Charter Address?)” (Lauren Moyer, Director)12/8/201064/27/2013 2013 Local Sections Leadership Workshop
  7. 7. Guidance from LS Officers’ Guide• Section 4.4.3 of the AIChE Local Section Officers’Guide stated the following:4.4.3 BYLAWS REVISIONS“Periodically, local section leaders should review theirbylaws, amending the bylaws to reflect current practices,and submit any proposed changes to the Volunteer andMembership Activities [VMA] department forreview. Upon favorable review, the Volunteer andMembership Activities department submits theproposed bylaw amendments to AIChE’s Career andEducation Operating Council for review and approval.”12/9/201074/27/2013 2013 Local Sections Leadership Workshop
  8. 8. Proposal Made to Review & Revise Bylaws• “At some point (probably beginning in 2011 – just notime left in 2010), it would be prudent to have asubteam/subcommittee of 1-3 volunteers review theexisting bylaws and revise/update as necessary.• Envision that this should be a relatively smallundertaking and not take much time and effort. By sodoing, at a minimum, we’ll align with AIChE National[Institute] guidelines. There seems to be value inthis. Having noted that, I’m skeptical that there’ll bemuch value past this.” (Paul Fanning)• From 1/6/11 East TN LS Officers Meeting minutes:– “Rich *Berg+ and Paul [Fanning] will look over the bylawsand submit for approval”12/9/20101/6/201184/27/2013 2013 Local Sections Leadership Workshop
  9. 9. Amendment Details from In-Force Bylaws• ARTICLE XII: AMENDMENTS– “The members of the Corporation, by the vote of a majority of thosemembers present at any meeting for which notice of any proposedrepeal, alteration, or amendment, shall have been given, may make,alter, amend, or rescind the by-laws of the Corporation. Said noticeshall comply with the provisions of Article II, Section 8, and shall referto the portion of these by-laws by article and section number,proposed to be repealed, altered or amended.”– “The Board [East TN LS Executive Committee] shall have power, by thevote of two-thirds of those members present at any meeting at whichthere is a quorum, to make, alter, amend, or rescind the by-laws of theCorporation.”• Article II, Section 8– “Notice of every meeting of the members shall be mailed to themembers of at least ten (10) days in advance of the meeting. Suchnotice shall state the time, place and purpose of the meeting.”• Amendment/revision authority within East TN LS jurisdiction94/27/2013 2013 Local Sections Leadership Workshop
  10. 10. Initial Communication with the Institute• Sent 2/2/11 email to Felicia Guglielmi (VMA) saying that East TN LSwas in process of reviewing and revising the East TN LS bylaws• As a first step, we wanted to convert our existing bylaws to theformat of the Model LS Bylaws, which was a PDF file format– Inquired about whether or not a Word version of the PDF documentexisted and requested a copy be forwarded or that instructions (e.g., alink) on how to access it be provided• Also noted that the Model LS Bylaws did not have anindemnification section, but the South Texas Section did/does havesuch as section in its bylaws– Was apt to conclude from the absence of such a section in the ModelLS Bylaws that the Institute did not feel the need to include anyexplicit indemnification clauses– Asked for the Institute’s position on this2/2/2011104/27/2013 2013 Local Sections Leadership Workshop
  11. 11. First Draft of Revised Bylaws for Limited Internal Review• Made draft of revised East TN LS bylaws– Included everything from “AIChE Model Bylaws” and“AIChE Model Charter”– A lot of similarities and few outright disagreements– Thought it would be relatively straightforward to resolvethe few discrepancies and determine what needed to beadded and what needed to be removed– Some areas from East TN LS bylaws that weren’tnecessarily in the Model bylaws or charter– Some areas from the Model Bylaws and Charter but notnecessarily in East TN LS bylaws– Virtually identical wording made up most of the text• Feeling pretty good at this point2/14/2011114/27/2013 2013 Local Sections Leadership Workshop
  12. 12. Tweaking Process (Rev 0 Bylaws) in Full Swing• Tweaked AIChE Model Bylaws template format as little as possiblewhen drafting East TN LS bylaws (Rev 0)– Main sections that were modified from the Model• Membership Section – defined more clearly• Committee Section – Executive Committee clarified and included Directors• Removed extraneous information from (then-current) East TN LSbylaws• Determined that there were no other important items from theEast TN LS bylaws that need to be added to the Rev 0 draft• “Model Charter” from Model Bylaws drafted– Proposed to include this Charter as part of the East TN LS “definingdocuments,” especially because there didn’t seem to be a copy ofthe current charter for the East TN LS• This, like the bylaws, would be an “archive” type document to whichreference sparingly would be made3/15/2011124/27/2013 2013 Local Sections Leadership Workshop
  13. 13. Separate “General Orders” DocumentPlanned to Accompany Revised Bylaws• Additional slight tweaks to Rev 0 draft• Proposed a “general orders” document to include:– Tasks for Officers and Directors– Election specifics– Current “other” committees and tasks (Membership Committee,Webmaster, etc.)– Routine tasks/timeline for programs (pizza orders – email, etc.)– Routine tasks/timeline for LS newsletter (Pipeline)– Roadmap/timeline for Program Committee– Other recurring items which would be good to include• Also come up with a document name such as “Local SectionGeneral Orders” or “Local Section Admin Guidelines” or somethingsimilar• Perhaps document important enough to deserve at least areference in the bylaws3/15/2011134/27/2013 2013 Local Sections Leadership Workshop
  14. 14. Issues Regarding Membership, Voting, andDues Paying• More revisions– Rev 1 (3/29/2011) and Rev 2 (4/21/2011)• Attempted to clarify membership and voting situation– A lot of “overlapping groups” in our Venn diagram• National (Institute) members• Local (LS) members• Associate members• Affiliate members• Student members• Guest / nonmembers– Tried to separate them as best as possible– Many different philosophical perspectives• Also led to discussions on and revisiting the whole dues-paying topic• “This issue turned out to be a whole lot more complicated than any of usrealized” (Patrice Riesenberg, 4/25/2011)• Bylaws Revision Committee “epiphany” regarding magnitude of bylawsrevision process– More than just East TN LS Executive Committee– Scope likely to include interacting with Institute entities (e.g., CEOC, BOD) andvoting by East TN LS membership4/21/2011144/27/2013 2013 Local Sections Leadership Workshop
  15. 15. Attempted to Map Membership Groups with Voting andOffice-Holding Privileges• “Matrix” format with the different inputs– Assuming they are independent, such that we need(ed) a “box” for all of the permutations of these differentinputs• Also had issues deciding on dues-paying vs. non-dues-paying members• Proposal offered for consideration by Paul Fanning (then-Chair):– Any person who qualifies for membership in the East TN LS must pay LS dues. This establishes that he/she isa LS dues-paying member.– In this model, each East TN LS member has voting privileges but not necessarily office-holding privileges.So, if anyone is an East TN LS member, he/she can vote, even if he/she is a student. Hence, the overall EastTN LS distribution list would be the same one used for voting purposes.– To be eligible to hold office, however, a LS member must be a LS-dues-paying, non-Student-Member-GradeAIChE National (Institute) member residing within the East TN LS boundaries.– The table above summarizes the membership eligibility/qualifications for East TN LS members. If someonedoesn’t fit into one of these six slots, then he/she cannot become a LS member.• Issues thought to be resolved and incorporated into Rev 3 versionNo. ChE? AIChENationalMember?Non-AIChEFounderSocietyMember?Within EastTN LSBoundaries?CanHoldOffice?Designation Comments1 Y Y N Y Y M1 Student Members can’thold office2 Y Y N N N M23 Y N N Y N M3 Effectively the same4 Y N N N N M45 N N Y Y N M5 Effectively the same6 N N Y N N M65/2/2011154/27/2013 2013 Local Sections Leadership Workshop
  16. 16. Rev 3 of Bylaws Sent to Institute for Review• East TN LS Officers unanimously approved to submit Rev 3 draft to the Institute• Sent Rev 3 draft of East TN LS bylaws to VMA Department– Section 4.4.3 of the AIChE Local Section Resource Guide said to “submit any proposed changes tothe Membership Department for review”– Described our bylaws revision work process• Started with the AIChE Model Local Section Bylaws• Strategically modified the appropriate sections as necessary to allow clarification of key points about theorganization and operation of the East TN LS– Provided the following• Model Local Section Bylaws that we used as our template• Then-current East Tennessee Local Section bylaws• Draft of the revised bylaws• Side-by-side comparison of our current and revised bylaws to facilitate reviewing• Inquired about anything more that VMA Department needed to begin the process ofhaving the Rev 3 draft reviewed by the necessary AIChE National (Institute) folks andultimately CEOC• Received feedback (“some thoughts on the bylaws”) from Diane Spencer– “The Local Section Model Bylaws changed last year. The East TN bylaws are still fine as organized– how they run their section is up to them and that’s pretty well covered in my opinion.”– “I don’t see any show stoppers though so they can elect to have us approve what they submittedhere.”– “I believe that new bylaws are approved by CEOC, revised bylaws go to CEOC and if they do notreject, the section can implement the changes. Right now I’m trying to figure out where the bylawprocess is documented.”6/2/20116/9/20115/23/2011164/27/2013 2013 Local Sections Leadership Workshop
  17. 17. Months between East TN LS & CEOCCommunications• Key member of East TN LS Bylaws Revision Committee left the LS• Sent follow-up inquiry to CEOC (Diane Spencer)– Reiterated that part of our motivation for revising our bylaws was to get theminto the most recent version of the model bylaws– Before moving forward, a check was made to make absolutely sure the mostrecent version of the Model Bylaws was being used– Inquired about status with respect to determining where the bylaws process isdocumented and if the LS Resource Guide had been updated– Plan was to use this rework opportunity to make as few changes as possible tothe model bylaws template and yet capture the key aspects of how the East TN LSconducts business• Made another check on most recent version of Model Bylaws– The file on the AIChE web was the wrong file– Officers Guidelines directed to the wrong file• Received “latest and greatest” Model Bylaws after approval by CEOCExecutive Committee (removed Foundation Societies wording)9/18/201111/27/201111/29/2011174/27/2013 2013 Local Sections Leadership Workshop
  18. 18. Quick cross-reference check to end 2011• First-pass revision of East TN LS bylaws using most recent version ofthe Model LS Bylaws sent to East TN LS Chair for review– Then-Chair mark-ups matched well with Revision Committee revisions– Some other modifications were made where thought necessary or valueadding• Expressed need to take the existing bylaws and the first pass revisionand identify and close any significant gaps• Thought less verbiage was probably better in this case• Erred on the side of excluding details rather than including themunless identified some compelling case to include the details• For communication purposes, desired to have a side-by-sidecomparison of items from the existing bylaws and their correspondingproposed revisions12/4/2011184/27/2013 2013 Local Sections Leadership Workshop
  19. 19. Multi-Month Hiatus before Final Stretch Run• Had multi-month hiatus from 12/2011 to 8/2012• Sent to Local Sections Committee (LSC) Leader the Word documentobtained from “Download By-laws Template” link in the LocalSection Governance part of the Resources for Local Section Leaderspage– Same as previous motivation, i.e., make sure using the most recentModel Bylaws– Asked to confirm that the downloaded Word document was the mostrecent template or to provide the most recent template– Diane Spencer had been contact on the bylaws, but many months hadpassed since doing any work on the bylaws update and didn’t know ifsomeone else had ownership of the Model Bylaws• Reply from LSC Leader indicated most recent Model Bylaws as far asshe could tell– Made decision to proceed with these Model Bylaws8/27/20129/13/2012194/27/2013 2013 Local Sections Leadership Workshop
  20. 20. Revamped Draft Revisions Circulated for Review• Bylaws Revisions Committee put together what was hoped to be theproposal for the revised East Tennessee Local Section bylaws.– During 9/2012 Officer’s meeting, briefly reviewed the Word document showingthe differences between the Model Bylaws and the revised bylaws– East TN LS Officers tasked to review both documents and forward any commentsor changes that should be considered– Wanted agreement among Officers on the version of the bylaws to send to theInstitute for review and ultimately put to the membership for ratification• Planned to put together a communication highlighting the key changesbetween the current and revised bylaws for both CEOC and the East TN LSmembership• Allotted 1-2 weeks (might be too short) to get feedback from theInstitute/CEOC and incorporate any recommended modifications beforeproviding to East TN LS membership for review and yes/no approval voting9/30/2012204/27/2013 2013 Local Sections Leadership Workshop
  21. 21. Considerable Debate RegardingLocal-Only Members• The final item to be addressed by the East TN LS Executive Committee dealtwith Article V, Section 2, which covers the topic of Local-Only Members– Basically, the decision point revolved around to do one of the following:• Retaining a modified version of Article V, Section 2, or• Deleting Section 2 altogether, the implication in this case being that the East TN LS wouldthen eliminate Local-Only Members• Here was the proposed modification to Article V, Section 2:– “Section 2. People qualified for membership in the INSTITUTE but who are notmembers may become Local-Only Members of the SECTION. for a period not toexceed two years. During this period, it is expected that Local-Only Memberswill be strongly encouraged to apply for one of the grades of membership in theINSTITUTE.”• Part of the motivation for scratching the “two years” period was/is directlyrelated to the challenges with developing and implementing a work processto (a) track Local-Only Members and (b) deciding what to do with such folksin the event that two years elapses and they don’t apply for membership inthe Institute• Sent email to CEOC and LSC members for input regarding Article V, Section 210/31/2012214/27/2013 2013 Local Sections Leadership Workshop
  22. 22. Parallel Check with Institute to Avoid“Rescinded” Potential• East TN LS planned to adopt Article XV, “Amendments,” verbatim as written in the ModelBylaws• The East TN Executive Committee had the responsibility of reviewing the proposedrevisions and giving the “green light” to send to the membership for a vote• The first two sentences of Note 15.3 from the Model Bylaws caught attention– “The Local Section does not need to wait for explicit approval from the CEOC to adopt the amendedBylaws. However, the INSTITUTE can require that the amendment be rescinded.”• Wanted to avoid “rescinded” situation described in the 2nd sentence• Sought guidance to make sure proposed revisions were not in conflict with Institutebylaws before sending them to the East TN LS membership for approval• Ruminated on replies received– “I think someone has to review changes to be sure they are not in conflict with Institute bylaws. Idon’t know whether this review is by staff, LSC, CEOC, or the Institute’s Constitution & BylawsCommittee.” (Shannon Brown)– “I am quite sure it is the responsibility of CEOC to officially approve all LS bylaws. That was one of theoriginal purposes for creating Op Councils – so that the BOD would no longer have thatresponsibility.” (Alan Zagoria)– “In my personal opinion, the role of the LSC should be only to provide advice to any LS that asks for it– I don’t think it is a good precedent to give LSC ‘authority’ over anyone.” (Alan Zagoria)– “LSC – if you want to revisit the review process for LS bylaws, you are welcome to do so. It’s capturednow in the model bylaws. The CEOC does not need to see amendments to LS bylaws unless the LSChas a concern.” (Diane Spencer)10/31/2012224/27/2013 2013 Local Sections Leadership Workshop
  23. 23. Elimination of Local-Only Member Option not inConflict with AIChE Bylaws• During a special meeting to resolve Local-Only Member issue, the East TN LSExecutive Committee proposed to eliminate the Local-Only Member option• Sent email to CEOC and LSC– Notified about proposed elimination of Local-Only Member option– Asked for feedback on whether or not elimination of Local-Only Members is in conflict withINSTITUTE policy.– Driver was to avoid the “rescinded” component of Note 15.3 in the Model Bylaws• Received input from AIChE Operations (Bette Lawler)– AIChE Bylaws, “Section XI – Local Section• Local Section members shall be Fellows, Senior Members, Members, or Student Members of theInstitute. Local Section membership for a period of up to two years before obtaining Institutemembership is permitted if specifically provided for in the Local Section Bylaws.”• Interpretation was that East TN LS was good to go if it changed its bylaws to reflect elimination ofLocal-Only Member option• East TN LS free and clear to proceed with eliminating Local-Only Member option– This course of action was adopted11/5/201211/8/2012234/27/2013 2013 Local Sections Leadership Workshop11/7/2012
  24. 24. Proposed Revised Bylaws OverwhelminglyApproved by East TN LS Membership• Made final changes to draft bylaws• Voting on proposed revised bylaws done in parallel with voting for 2012-2013 East TN LS Officers– Attempted “proof of concept” test went awry when Survey Monkey noticeinadvertently was sent not just to Executive Committee members but to entireEast TN LS voting membership• Result: Vote to approve bylaws was overwhelming in favor• Final editing and formatting completed• Sent final version of the revised and approved (via membership vote)bylaws for the East TN LS to members of CEOC and LSC• Total bylaws rewrite process duration: Right at two years244/27/2013 2013 Local Sections Leadership Workshop11/9/2012-11/30 /201212/3/20121/9/20131/13/2013
  25. 25. East TN LS Amendment Process Moving ForwardARTICLE XV Amendments• Section 1. The Executive Committee may propose an amendment(s) to theBylaws by a two-thirds majority vote of the Officers and Directors.• Section 2. The Members of the SECTION shall be notified of the proposedamendment(s) by the same means of communication for announcingmeetings *changed from “dinner meetings” in the Model Bylaws+.Members will have 30 calendar days after notice to provide their inputincluding objections to the Executive Committee. If changes aresignificant, the process starts over permitting Members to have another30 calendar days to comment. The Career and Education OperatingCouncil (CEOC) of the Institute shall be provided a copy of the proposedamendment when the Members are notified.• Section 3. After the comment period, the Executive Committee may voteto adopt the amendment by a two-thirds majority vote of the Officers andDirectors.• Section 4. A copy of the adopted Bylaws with the amendment shall beprovided to the CEOC.4/27/2013 2013 Local Sections Leadership Workshop 25
  26. 26. Bylaw Revision Benefits to East TN LS• Now have up-to-date bylaws that truly reflectcurrent governance and setup of East TN LS– Drove LS leadership to resolve outstanding issues– Document that can be referenced with confidence• Bylaws are aligned with Model Bylaws and Instituteguidelines• Better knowledge of Institute bylaws & processes• Improved perception of East TN LS in eyes ofInstitute leadership• Spurring thoughts about content of yet-to-be-created “General Order(s)” document(s)264/27/2013 2013 Local Sections Leadership Workshop
  27. 27. Learnings and Recommendations• Consult Model Bylaws and adopt as appropriate– Useful to start with Model Bylaws & adjust to reflect LS needs• Keep bylaws at a high level– Omit the “nuts and bolts” of LS operation• Detail these in separate “General Order(s)” document(s)– Will not need to resubmit the bylaws as often• If decide to start a bylaws revision endeavor– Clearly define benefits that LS leaders and members can expect– Understand amendment procedure per in-force bylaws• Define/communicate scope of endeavor including intra- & extra-LS tasks– Resolve to complete in timely manner (set a deadline)• Both the rewrite need and expected value have to justify the effort– Resource appropriately (1-3 members)– Reference the Resources for Local Section Leaders page in the AIChEwebsite– First interact with LSC before involving CEOC• Enjoy & have fun contributing to an important volunteer service274/27/2013 2013 Local Sections Leadership Workshop
  28. 28. Acknowledgements and Thanks• Rich Berg• Burts Compton• Lane Daley• Rebecca Glaspie• Mark Harrison• Stephen Miller• Lauren Moyer• Noah McMillan• Jennifer Mize• Tim Nolen• Patrice Riesenberg• Braxton Sluder• Luke Stewart• Shannon Brown• Felicia Guglielmi• Bette Lawler• Amanda Robben• Alan Rossiter• Diane Spencer• Alan Zagoria284/27/2013 2013 Local Sections Leadership Workshop
  29. 29. Backup Slides4/27/2013 2013 Local Sections Leadership Workshop 29
  30. 30. Bylaws-Related Items in 2011 East TN LS OfficersMeeting MinutesDate Entry1/6/11 Rich and Paul -- look over the bylaws and submit for approval.2/9/11 Plan made. Still needs some work. Working with Nationals.3/9/11 Separate the nuts and bolts from the general bylaws. This way we will not need to resubmit the bylaws as often.Follow the AIChE template. Nuts and bolts: responsibilities, voting procedure. Need to finish and then submit it tonationals.4/13/11 Same entry as 3/9/11.5/23/11 Need to vote and then submit it to nationals. Rebecca to have Tim post to our National website and send separateemail with deadline for comment 1 month from now. And, we’ll send to review at Nationals at the same time (co-review). Paul and Rich to submit to Nationals. Voted to approve. Passed unanimously. Will vote to approve onceNational approves.No Officers meeting during June, July, and August 20119/14/11 Last time: Voted to approve. Has passed unanimously by the Board. Bylaws have been posted on the website. Nocomments have been made. Need to submit it to nationals. Paul will incorporate the comments by next meeting forapproval. Will let general populace of East TN vote to approve once National approves. Rebecca send note prior tomeeting.10/12/11 Paul will incorporate the comments by the October meeting for approval11/9/11 Paul will incorporate the comments by the December meeting for approval.12/7/11 Paul will incorporate the comments by the December meeting for approval. Secretary send note prior to meeting.304/27/2013 2013 Local Sections Leadership Workshop
  31. 31. Bylaws-Related Items in 2012 East TN LS OfficersMeeting MinutesDate Entry1/19/12 May [2011] voted to approve. Has passed unanimously by the Board. Need to submit it to nationals. Paul willincorporate the comments by the December meeting for approval. Will let general populace of East TN vote toapprove once National approves. Secretary send note prior to meeting. On hold for next meeting.2/8/12 Same entry as 1/19/12.3/14/12 Bylaw review [for next meeting]. Paul Fanning.4/11/12 Bylaw review [for next meeting]. Paul Fanning.5/9/12 Bylaw review [for next meeting]. Paul Fanning.No Officers meeting during June and July 2012.8/8/12 Paul will handle bylaw revisions targeting membership approval during 2012 election ballot; timeline could beaffected by pending decision at National level.9/12/12 Same as 8/8/12 entry.10/10/12 Section 2. People qualified for membership in the INSTITUTE but who are not members may become Local-OnlyMembers of the SECTION for a period not to exceed two years. During this period, it is expected that Local-OnlyMembers will be strongly encouraged [What does this mean?] to apply for one of the grades of membership in theINSTITUTE. Need to vote if want to get rid of local-only members. Paul will handle bylaw revisions targetingmembership approval during 2012 election ballot; timeline could be affected by pending decision at National level.Regularly scheduled November 2012 was canceled in favor of special meeting on 11/5/12 to resolves bylaws issues.Email issued on 11/5/12 by Secretary stated, “Decided to remove all reference to “local-only.”12/12/12 Done!!!314/27/2013 2013 Local Sections Leadership Workshop
  32. 32. Timeline Summary of Two Year ProcessDate Activity12/8/10 First mention of revising bylaws during East TN LSOfficers meeting2/2/11 First email to the Institute (VMA Department)2/14/11 First draft of revised bylaws for limited review (RB)2/24/11 Received Word document version of Model Bylaws3/15/11 Tweaked bylaws (Rev 0) circulated for internal review3/29/11 Rev 1 bylaws drafted4/21/11 Rev 2 bylaws; addressing LS membership, voting, anddues paying topics5/2/11 PEF proposal regarding LS membership, voting, anddues paying5/10/11 Rev 3 bylaws drafted5/23/11 East TN LS Officers unanimously approved to submitRev 3 draft to the Institute for review6/2/11 Revised bylaws (Rev 3) sent to VMA Department6/9/11 Feedback received from CEOC via Diane Spencer9/18/11 Email sent to CEOC inquiring about most recentversion of Model Bylaws11/27/11 Follow-up check on most recent version of the ModelSection BylawsDate Activity11/29/11 Amended Model Bylaws received12/4/11 Quick cross reference between newest Model Bylawsand governance/operation of East TN LS8/27/12 Check with LSC Leader about Model Bylaws9/13/12 Received reply from LSC Leader and decided to moveforward with in-hand Model Bylaws9/30/12 Revamped draft bylaws circulated for comment10/31/12 Local-Only Members input sought from CEOC & LSC10/31/12 Institute input sought to avoid “rescinded” potential11/5/12 East TN LS Executive Committee proposed toeliminate Local-Only Member from East TN LS ranks11/7/12 Solicited feedback to determine whether or notelimination of Local-Only Member option conflictedwith Institute policy11/8/12 Feedback from Institute interpreted as OK toeliminate Local-Only Member from bylaws11/30/12 Voting on proposed revised bylaws ended12/3/12 Received word that revised bylaws were approved1/9/13 Final editing and formatting of approved bylaws1/13/13 Final approved bylaws sent to CEOC and LSC324/27/2013 2013 Local Sections Leadership Workshop
  33. 33. Embedded Documents• Pertinent documents for reference4/27/2013 2013 Local Sections Leadership Workshop 33
  34. 34. Amendments Section and Notes from Model BylawsARTICLE XV Amendments• Section 1. The Executive Committee may propose an amendment(s) to the Bylaws by a two-thirdsmajority vote of the Officers and Directors.• Section 2. The members of the SECTION shall be notified of the proposed amendment(s) by thesame means of communication for announcing dinner meetings. Members will have 30 calendardays after notice to provide their input including objections to the Executive Committee. If changesare significant, the process starts over permitting members to have another 30 calendar days tocomment. The Career and Education Operating Council (CEOC) of the Institute shall be provided acopy of the proposed amendment when the members are notified. See Notes 15.1 and 15.2.• Section 3. After the comment period, the Executive Committee may vote to adopt the amendmentby a two-thirds majority vote of the Officers and Directors.• Section 4. A copy of the adopted Bylaws with the amendment shall be provided to the CEOC. SeeNote 15.3.Notes:• 15.1 Significant changes are those where the intent is changed. For example, editorial changes arenot significant. If it is not obvious if the proposed change is significant, consider the expectations ofyour members. Also consult with the person that proposed the change.• 15.2 Every single means of communicating dinner announcements is not needed. E-mail and yourweb site are sufficient. Other means of communication (e.g., a newsletter) can also be used.• 15.3 The Local Section does not need to wait for explicit approval from the CEOC to adopt theamended Bylaws. However, the INSTITUTE can require that the amendment be rescinded. Thelast approved Bylaws will then govern the Section.344/27/2013 2013 Local Sections Leadership Workshop10/31/2012

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