Proposed Amendment to Article IV, Sections 3 and 6 of SEJ’s Bylaws
SEJ’s Board of Directors proposes a change to the Bylaws to provide that all board members elected at the next annual meeting after a vacancy shall serve full three-year terms. (Under the current bylaws, the vacant seat up for election is limited to the remaining one or two years in the term of the departed board member.)
To accomplish this, the Board recommends amending Article IV, Sections 3 and 6 to read as follows:
Section 3. Election and Term of Office. All but two members of the Board of Directors shall be elected by the Active Members of the Society at the annual meeting of the membership.
Having been divided at the first annual meeting of the Society into three groups, and the terms staggered to expire in successive years, these Active Member Directors shall subsequently be elected to three-year terms to succeed the members of the Board whose terms expire . In addition , , one member of the Board shall be elected to a three-year term by the Associate Members of the Society, and the other shall be elected to a three-year term by the Academic and Student Members of the Society, also at the annual meeting of the membership. Student Members are entitled to elect only Academic Members.
Section 6. Vacancies. A vacancy in any director's position may be filled temporarily until the next annual meeting by a majority vote of the remaining directors then in office.
In the case of a vacancy for an Active Member Director, the voting Active Members of the Society shal l elect a director to serve for the unexpired term at the next annual meeting. In the case of a vacancy for the Associate Member Director or the Academic Member Director, a director shall be elected at the next annual meeting to a new three-year term by th e Associate or Academic and Student Members, respectively.
In order to become effective under Article X of SEJ’s Bylaws, this amendment needs the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board and the affirmative vote of two-thirds of the votes of the members entitled to vote at any regular or special meeting of the membership. The Board of Directors approved the proposed amendment at its July 30, 2022 regular meeting and is now presenting it to the members for their vote at SEJ’s September 2022 annual membership meeting.
SEJ’s Board of Directors recommends a YES vote on the amendment.
The proposed bylaw amendment will better align with candidates' expectations, avoid confusion and inadvertent errors that have occurred in past years, and better serve the organization by making sure all elected board members have a chance to develop expertise and use it in service to SEJ.
The rationale for the current bylaws provisions on board vacancies was to try to maintain a balanced number of open board seats from year to year. Board vacancies were expected to be relatively rare when SEJ’s bylaws were first drafted. The initial board planned to have staggered terms, where a roughly equal number of directors were elected each year. One reason was to avoid losing a disproportionate number of incumbent directors and their expertise as their terms expired if they didn't run for re-election or were voted out.
The board acknowledges that the revision will lead to some years where there are uneven numbers of active-member seats up for election. Based on experiences over the last few years, however, the board feels that other priorities outweigh that consideration.
Board vacancies have been more common in recent years. As a result, the number of seats up for election has varied from year to year in any case. Regardless of this, at least two or more directors have been up for election each year.
The turnover also made it harder to track whose terms expired. In some cases that led to inadvertent errors which may have prejudiced individual directors through no fault of their own. The proposed change aims to make sure such errors don’t happen again.
The proposed amendment would also allow candidates to know up front that they’re running for a full three-year term. The uncertainty of being elected to a one- or two-year term would no longer exist.
The amendment would benefit the rest of the board and SEJ as a whole by having its members serve full three-year terms. Combined with the frequent mid-term resignations, a constant churn of board members with shorter terms is arguably more damaging to SEJ than not having evenly staggered elections. With full three-year terms, all new board members have an opportunity to get up to speed, dig into projects, and continue that work from one year to the next.
The Board of Directors approved the proposed amendment at its July 30, 2022 regular meeting and is now presenting it to the members for their vote at SEJ’s September 2022 annual membership meeting.
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