1. East Tennessee Local Section
Bylaws Revision
2013 Local Sections Leadership Workshop
Section Governance Agenda
Paul E. Fanning, Director, East TN LS
Braxton Sluder, Secretary, East TN LS

2. Agenda
• Initiating events spurring bylaws re-write journey
• Aspects of the re-write work process in
chronological order
• Benefits to East TN Local Section
• Learnings and Recommendations
• Acknowledgements
24/27/2013 2013 Local Sections Leadership Workshop

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 the
origin of the address shown as the “principal office of the
Corporation” in the East TN LS bylaws
• Determined that the address was the past residence of an East TN Director
from 1994-1996, Chairman in 1988, Vice Chair in 1987, Secretary-Treasurer
in 1980
• He was the permanent contact to prevent things from getting lost but
eventually passed on this task to others until the East TN LS got a PO Box
• He had moved to Charleston, SC, at some point
12/8/2010
34/27/2013 2013 Local Sections Leadership Workshop

4. First Mention of Revising LS Bylaws
• During email communications regarding the
source of the “principal office” address,
references to revising the East TN LS bylaws were
made:
– “Weird. I’d say we could amend our bylaws to reflect
our current PO Box…” (Luke Stewart, Past Chair)
– “Why say a PO box when that could change? Could
we be vague and say Kingsport, TN?” (Patrice
Riesenberg, Vice-Chair)
– “There’s an action item here somewhere, that is,
unless this has no practical impact on anything” (Paul
Fanning, Chair)
12/8/2010
44/27/2013 2013 Local Sections Leadership Workshop

5. Bylaws-Related Action Item Defined
• “I kind of like Paul’s perspective on this – to borrow a line from ‘the Sound
of Music,’ I think we need to start from the very beginning of the Bylaws
document and first determine IF this needs to be a required document
and by whom – State of TN (as a requirement for non-profit organization
status)? National AIChE [i.e., the Institute]? Our own Local Section? I
can’t think of any other external entity that would put a requirement on
us…. Once we figure out what is needed from this document, we can
determine how to change it to meet our needs, whatever they may be.”
“The action item here would be for people knowledgeable about the National
organization to determine if bylaws are an AIChE requirement or recommendation
(or if they have a model). Also for people knowledgeable about the State
requirements (present/past treasurers?) to determine if a set of bylaws are
required (in a certain format) by the state (i.e., is a permanent address for the
organization needed?) to maintain non-profit status. If both of those searches
show up negative, maybe we can have a bylaw-burning party…” (Rich Berg,
Secretary)
• Asking pertinent question: Are bylaws required, and if so, by whom?
12/8/2010
54/27/2013 2013 Local Sections Leadership Workshop

6. Determined Bylaws are Required
• A quick look at the LS part of aiche.org seemed to indicate that some sort
of bylaws were (and still are) required
• “Did not see the ‘approved uniform format’ on the [AIChE] website in the
few minutes looked, but suspected that’s where ours [originated] (they
seem pretty generic)”
• “Sounds like changing the bylaws is kind of a big deal if I’m reading this
right, but perhaps after >20 years it is time for a revamp/update (at least
of the Charter Address?)” (Lauren Moyer, Director)
12/8/2010
64/27/2013 2013 Local Sections Leadership Workshop

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 their
bylaws, amending the bylaws to reflect current practices,
and submit any proposed changes to the Volunteer and
Membership Activities [VMA] department for
review. Upon favorable review, the Volunteer and
Membership Activities department submits the
proposed bylaw amendments to AIChE’s Career and
Education Operating Council for review and approval.”
12/9/2010
74/27/2013 2013 Local Sections Leadership Workshop

8. Proposal Made to Review & Revise Bylaws
• “At some point (probably beginning in 2011 – just no
time left in 2010), it would be prudent to have a
subteam/subcommittee of 1-3 volunteers review the
existing bylaws and revise/update as necessary.
• Envision that this should be a relatively small
undertaking and not take much time and effort. By so
doing, at a minimum, we’ll align with AIChE National
[Institute] guidelines. There seems to be value in
this. Having noted that, I’m skeptical that there’ll be
much value past this.” (Paul Fanning)
• From 1/6/11 East TN LS Officers Meeting minutes:
– “Rich *Berg+ and Paul [Fanning] will look over the bylaws
and submit for approval”
12/9/2010
1/6/2011
84/27/2013 2013 Local Sections Leadership Workshop

9. Amendment Details from In-Force Bylaws
• ARTICLE XII: AMENDMENTS
– “The members of the Corporation, by the vote of a majority of those
members present at any meeting for which notice of any proposed
repeal, alteration, or amendment, shall have been given, may make,
alter, amend, or rescind the by-laws of the Corporation. Said notice
shall comply with the provisions of Article II, Section 8, and shall refer
to 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 the
vote of two-thirds of those members present at any meeting at which
there is a quorum, to make, alter, amend, or rescind the by-laws of the
Corporation.”
• Article II, Section 8
– “Notice of every meeting of the members shall be mailed to the
members of at least ten (10) days in advance of the meeting. Such
notice shall state the time, place and purpose of the meeting.”
• Amendment/revision authority within East TN LS jurisdiction
94/27/2013 2013 Local Sections Leadership Workshop

10. Initial Communication with the Institute
• Sent 2/2/11 email to Felicia Guglielmi (VMA) saying that East TN LS
was in process of reviewing and revising the East TN LS bylaws
• As a first step, we wanted to convert our existing bylaws to the
format of the Model LS Bylaws, which was a PDF file format
– Inquired about whether or not a Word version of the PDF document
existed and requested a copy be forwarded or that instructions (e.g., a
link) on how to access it be provided
• Also noted that the Model LS Bylaws did not have an
indemnification section, but the South Texas Section did/does have
such as section in its bylaws
– Was apt to conclude from the absence of such a section in the Model
LS Bylaws that the Institute did not feel the need to include any
explicit indemnification clauses
– Asked for the Institute’s position on this
2/2/2011
104/27/2013 2013 Local Sections Leadership Workshop

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 resolve
the few discrepancies and determine what needed to be
added and what needed to be removed
– Some areas from East TN LS bylaws that weren’t
necessarily in the Model bylaws or charter
– Some areas from the Model Bylaws and Charter but not
necessarily in East TN LS bylaws
– Virtually identical wording made up most of the text
• Feeling pretty good at this point
2/14/2011
114/27/2013 2013 Local Sections Leadership Workshop

12. Tweaking Process (Rev 0 Bylaws) in Full Swing
• Tweaked AIChE Model Bylaws template format as little as possible
when 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 LS
bylaws
• Determined that there were no other important items from the
East 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 “defining
documents,” especially because there didn’t seem to be a copy of
the current charter for the East TN LS
• This, like the bylaws, would be an “archive” type document to which
reference sparingly would be made
3/15/2011
124/27/2013 2013 Local Sections Leadership Workshop

13. Separate “General Orders” Document
Planned 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 Section
General Orders” or “Local Section Admin Guidelines” or something
similar
• Perhaps document important enough to deserve at least a
reference in the bylaws
3/15/2011
134/27/2013 2013 Local Sections Leadership Workshop

14. Issues Regarding Membership, Voting, and
Dues 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 us
realized” (Patrice Riesenberg, 4/25/2011)
• Bylaws Revision Committee “epiphany” regarding magnitude of bylaws
revision process
– More than just East TN LS Executive Committee
– Scope likely to include interacting with Institute entities (e.g., CEOC, BOD) and
voting by East TN LS membership
4/21/2011
144/27/2013 2013 Local Sections Leadership Workshop

15. Attempted to Map Membership Groups with Voting and
Office-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 different
inputs
• 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 is
a 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 East
TN 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-Grade
AIChE National (Institute) member residing within the East TN LS boundaries.
– The table above summarizes the membership eligibility/qualifications for East TN LS members. If someone
doesn’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 version
No. ChE? AIChE
National
Member?
Non-AIChE
Founder
Society
Member?
Within East
TN LS
Boundaries?
Can
Hold
Office?
Designation Comments
1 Y Y N Y Y M1 Student Members can’t
hold office
2 Y Y N N N M2
3 Y N N Y N M3 Effectively the same
4 Y N N N N M4
5 N N Y Y N M5 Effectively the same
6 N N Y N N M6
5/2/2011
154/27/2013 2013 Local Sections Leadership Workshop

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 to
the 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 the
organization 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 of
having the Rev 3 draft reviewed by the necessary AIChE National (Institute) folks and
ultimately 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 submitted
here.”
– “I believe that new bylaws are approved by CEOC, revised bylaws go to CEOC and if they do not
reject, the section can implement the changes. Right now I’m trying to figure out where the bylaw
process is documented.”
6/2/2011
6/9/2011
5/23/2011
164/27/2013 2013 Local Sections Leadership Workshop

17. Months between East TN LS & CEOC
Communications
• 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 them
into the most recent version of the model bylaws
– Before moving forward, a check was made to make absolutely sure the most
recent version of the Model Bylaws was being used
– Inquired about status with respect to determining where the bylaws process is
documented and if the LS Resource Guide had been updated
– Plan was to use this rework opportunity to make as few changes as possible to
the model bylaws template and yet capture the key aspects of how the East TN LS
conducts 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 CEOC
Executive Committee (removed Foundation Societies wording)
9/18/2011
11/27/2011
11/29/2011
174/27/2013 2013 Local Sections Leadership Workshop

18. Quick cross-reference check to end 2011
• First-pass revision of East TN LS bylaws using most recent version of
the 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 value
adding
• Expressed need to take the existing bylaws and the first pass revision
and 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 them
unless identified some compelling case to include the details
• For communication purposes, desired to have a side-by-side
comparison of items from the existing bylaws and their corresponding
proposed revisions
12/4/2011
184/27/2013 2013 Local Sections Leadership Workshop

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 document
obtained from “Download By-laws Template” link in the Local
Section Governance part of the Resources for Local Section Leaders
page
– Same as previous motivation, i.e., make sure using the most recent
Model Bylaws
– Asked to confirm that the downloaded Word document was the most
recent template or to provide the most recent template
– Diane Spencer had been contact on the bylaws, but many months had
passed since doing any work on the bylaws update and didn’t know if
someone else had ownership of the Model Bylaws
• Reply from LSC Leader indicated most recent Model Bylaws as far as
she could tell
– Made decision to proceed with these Model Bylaws
8/27/2012
9/13/2012
194/27/2013 2013 Local Sections Leadership Workshop

20. Revamped Draft Revisions Circulated for Review
• Bylaws Revisions Committee put together what was hoped to be the
proposal for the revised East Tennessee Local Section bylaws.
– During 9/2012 Officer’s meeting, briefly reviewed the Word document showing
the differences between the Model Bylaws and the revised bylaws
– East TN LS Officers tasked to review both documents and forward any comments
or changes that should be considered
– Wanted agreement among Officers on the version of the bylaws to send to the
Institute for review and ultimately put to the membership for ratification
• Planned to put together a communication highlighting the key changes
between the current and revised bylaws for both CEOC and the East TN LS
membership
• Allotted 1-2 weeks (might be too short) to get feedback from the
Institute/CEOC and incorporate any recommended modifications before
providing to East TN LS membership for review and yes/no approval voting
9/30/2012
204/27/2013 2013 Local Sections Leadership Workshop

21. Considerable Debate Regarding
Local-Only Members
• The final item to be addressed by the East TN LS Executive Committee dealt
with 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 would
then 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 not
members may become Local-Only Members of the SECTION. for a period not to
exceed two years. During this period, it is expected that Local-Only Members
will be strongly encouraged to apply for one of the grades of membership in the
INSTITUTE.”
• Part of the motivation for scratching the “two years” period was/is directly
related to the challenges with developing and implementing a work process
to (a) track Local-Only Members and (b) deciding what to do with such folks
in the event that two years elapses and they don’t apply for membership in
the Institute
• Sent email to CEOC and LSC members for input regarding Article V, Section 2
10/31/2012
214/27/2013 2013 Local Sections Leadership Workshop

22. Parallel Check with Institute to Avoid
“Rescinded” Potential
• East TN LS planned to adopt Article XV, “Amendments,” verbatim as written in the Model
Bylaws
• The East TN Executive Committee had the responsibility of reviewing the proposed
revisions 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 amended
Bylaws. 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 Institute
bylaws 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. I
don’t know whether this review is by staff, LSC, CEOC, or the Institute’s Constitution & Bylaws
Committee.” (Shannon Brown)
– “I am quite sure it is the responsibility of CEOC to officially approve all LS bylaws. That was one of the
original purposes for creating Op Councils – so that the BOD would no longer have that
responsibility.” (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 captured
now in the model bylaws. The CEOC does not need to see amendments to LS bylaws unless the LSC
has a concern.” (Diane Spencer)
10/31/2012
224/27/2013 2013 Local Sections Leadership Workshop

23. Elimination of Local-Only Member Option not in
Conflict with AIChE Bylaws
• During a special meeting to resolve Local-Only Member issue, the East TN LS
Executive 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 with
INSTITUTE 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 the
Institute. Local Section membership for a period of up to two years before obtaining Institute
membership 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 of
Local-Only Member option
• East TN LS free and clear to proceed with eliminating Local-Only Member option
– This course of action was adopted
11/5/2012
11/8/2012
234/27/2013 2013 Local Sections Leadership Workshop
11/7/2012

24. Proposed Revised Bylaws Overwhelmingly
Approved 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 notice
inadvertently was sent not just to Executive Committee members but to entire
East 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 years
244/27/2013 2013 Local Sections Leadership Workshop
11/9/2012-11/30 /2012
12/3/2012
1/9/2013
1/13/2013

25. East TN LS Amendment Process Moving Forward
ARTICLE XV Amendments
• Section 1. The Executive Committee may propose an amendment(s) to the
Bylaws by a two-thirds majority vote of the Officers and Directors.
• Section 2. The Members of the SECTION shall be notified of the proposed
amendment(s) by the same means of communication for announcing
meetings *changed from “dinner meetings” in the Model Bylaws+.
Members will have 30 calendar days after notice to provide their input
including objections to the Executive Committee. If changes are
significant, the process starts over permitting Members to have another
30 calendar days to comment. The Career and Education Operating
Council (CEOC) of the Institute shall be provided a copy of the proposed
amendment when the Members are notified.
• Section 3. After the comment period, the Executive Committee may vote
to adopt the amendment by 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.
4/27/2013 2013 Local Sections Leadership Workshop 25

26. Bylaw Revision Benefits to East TN LS
• Now have up-to-date bylaws that truly reflect
current 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 Institute
guidelines
• Better knowledge of Institute bylaws & processes
• Improved perception of East TN LS in eyes of
Institute leadership
• Spurring thoughts about content of yet-to-be-
created “General Order(s)” document(s)
264/27/2013 2013 Local Sections Leadership Workshop

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 AIChE
website
– First interact with LSC before involving CEOC
• Enjoy & have fun contributing to an important volunteer service
274/27/2013 2013 Local Sections Leadership Workshop

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 Zagoria
284/27/2013 2013 Local Sections Leadership Workshop

29. Backup Slides
4/27/2013 2013 Local Sections Leadership Workshop 29

30. Bylaws-Related Items in 2011 East TN LS Officers
Meeting Minutes
Date Entry
1/6/11 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 to
nationals.
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 separate
email 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 once
National approves.
No Officers meeting during June, July, and August 2011
9/14/11 Last time: Voted to approve. Has passed unanimously by the Board. Bylaws have been posted on the website. No
comments have been made. Need to submit it to nationals. Paul will incorporate the comments by next meeting for
approval. Will let general populace of East TN vote to approve once National approves. Rebecca send note prior to
meeting.
10/12/11 Paul will incorporate the comments by the October meeting for approval
11/9/11 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. Bylaws-Related Items in 2012 East TN LS Officers
Meeting Minutes
Date Entry
1/19/12 May [2011] voted to approve. Has passed unanimously by the Board. Need to submit it to nationals. Paul will
incorporate the comments by the December meeting for approval. Will let general populace of East TN vote to
approve 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 be
affected 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-Only
Members of the SECTION for a period not to exceed two years. During this period, it is expected that Local-Only
Members will be strongly encouraged [What does this mean?] to apply for one of the grades of membership in the
INSTITUTE. Need to vote if want to get rid of local-only members. Paul will handle bylaw revisions targeting
membership 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. Timeline Summary of Two Year Process
Date Activity
12/8/10 First mention of revising bylaws during East TN LS
Officers meeting
2/2/11 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 Bylaws
3/15/11 Tweaked bylaws (Rev 0) circulated for internal review
3/29/11 Rev 1 bylaws drafted
4/21/11 Rev 2 bylaws; addressing LS membership, voting, and
dues paying topics
5/2/11 PEF proposal regarding LS membership, voting, and
dues paying
5/10/11 Rev 3 bylaws drafted
5/23/11 East TN LS Officers unanimously approved to submit
Rev 3 draft to the Institute for review
6/2/11 Revised bylaws (Rev 3) sent to VMA Department
6/9/11 Feedback received from CEOC via Diane Spencer
9/18/11 Email sent to CEOC inquiring about most recent
version of Model Bylaws
11/27/11 Follow-up check on most recent version of the Model
Section Bylaws
Date Activity
11/29/11 Amended Model Bylaws received
12/4/11 Quick cross reference between newest Model Bylaws
and governance/operation of East TN LS
8/27/12 Check with LSC Leader about Model Bylaws
9/13/12 Received reply from LSC Leader and decided to move
forward with in-hand Model Bylaws
9/30/12 Revamped draft bylaws circulated for comment
10/31/12 Local-Only Members input sought from CEOC & LSC
10/31/12 Institute input sought to avoid “rescinded” potential
11/5/12 East TN LS Executive Committee proposed to
eliminate Local-Only Member from East TN LS ranks
11/7/12 Solicited feedback to determine whether or not
elimination of Local-Only Member option conflicted
with Institute policy
11/8/12 Feedback from Institute interpreted as OK to
eliminate Local-Only Member from bylaws
11/30/12 Voting on proposed revised bylaws ended
12/3/12 Received word that revised bylaws were approved
1/9/13 Final editing and formatting of approved bylaws
1/13/13 Final approved bylaws sent to CEOC and LSC
324/27/2013 2013 Local Sections Leadership Workshop

33. Embedded Documents
• Pertinent documents for reference
4/27/2013 2013 Local Sections Leadership Workshop 33

34. Amendments Section and Notes from Model Bylaws
ARTICLE XV Amendments
• Section 1. The Executive Committee may propose an amendment(s) to the Bylaws by a two-thirds
majority vote of the Officers and Directors.
• Section 2. The members of the SECTION shall be notified of the proposed amendment(s) by the
same means of communication for announcing dinner meetings. Members will have 30 calendar
days after notice to provide their input including objections to the Executive Committee. If changes
are significant, the process starts over permitting members to have another 30 calendar days to
comment. The Career and Education Operating Council (CEOC) of the Institute shall be provided a
copy 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 amendment
by 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. See
Note 15.3.
Notes:
• 15.1 Significant changes are those where the intent is changed. For example, editorial changes are
not significant. If it is not obvious if the proposed change is significant, consider the expectations of
your 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 your
web 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 the
amended Bylaws. However, the INSTITUTE can require that the amendment be rescinded. The
last approved Bylaws will then govern the Section.
344/27/2013 2013 Local Sections Leadership Workshop
10/31/2012