As part of an ongoing governance review process initiated by ASPET Council, a comprehensive legal review of the ASPET Bylaws was recently conducted. This review was necessary to ensure the Society is compliant with applicable city, state, and federal laws which may have changed over time, as well as current guidelines for governance practices of non-profit organization bylaws.
Two provisions were identified by ASPET legal counsel for immediate revision. Revised language approved by ASPET Council and ASPET legal counsel was presented to ASPET members attending the 2021 ASPET Business Meeting. The members in attendance approved forwarding both proposed revisions to the full membership for the final vote. Voting on proposed revisions was held via online voting from May 3, 2021 to June 4th, 2021. Both proposed revisions passed with overwhelming support from the membership.
Bylaws Revision #1 – Amendment Clause
Rationale for revision:
The goal of the proposed revision to the bylaws is to:
- Ensure the amendment clause language is clear, concise, and allows flexibility for the Society.
- Simplify the amendment process with a single membership vote.
- Allow members to submit suggested revisions. Council felt strongly about giving members a greater voice in the Society and put forward this proposal to the membership to amend the Bylaws accordingly.
Original Text:
ARTICLE IX. Amendment of Bylaws
Adoption, alternation, or repeal of bylaws may be moved at any business session of the Society. Upon a favorable vote of two-thirds of the members present, the motion shall be submitted to the membership at large by ballot. Final passage shall require a three fifths majority vote of the members responding within 30 days after submission.
Approved Text:
ARTICLE IX. Amendment of Bylaws
Amendments to the Bylaws may be initiated by a member of Council or by no less than five percent (5%) of the voting membership. The Council must act upon amendments within six months of initiation.
Following approval by Council, proposed amendments will be publicized for thirty (30) days during which active voting members may submit their ballot. The amendment is adopted by a simple majority of votes cast by the voting members.
Bylaws Revision #2 – Publications Clauses
Rationale for revision:
In a non-profit organization such as ASPET, the Council, as the elected governing body, is ultimately responsible for all actions of the organization. While Council can delegate some authority to a committee, such delegation should not be done in an unqualified and permanent manner, which is the case under our current bylaws. The current phrasing creates a serious risk for the Society and ASPET’s legal counsel and independent auditors have recommended immediate action to revise these clauses.
The proposed change will bring the Society in line with current best practices for governance of a non-profit organization but does not modify the mission and responsibility of the now Publications Committee to manage the journals and nonserial publications.
The ASPET Council is committed to supporting the ASPET journals and fully expects the Publications Committee to continue to do what it has done so well for so long, manage the Society’s journals and nonserial publications. However, this revision will appropriately adjust the relationship between the Publications Committee and Council to be consistent with best practices whereby the elected leadership of ASPET retains the ultimate decision-making authority on all matters related to the Society. This is currently the case for all other ASPET committees and allows Council to ensure fiduciary responsibility for the Society.
The change from Board of Publications Trustees to Publications Committee retains the spirit of the working relationship between the BPT and Council and reflects standard nomenclature for similar scientific societies.
Original Text:
SECTION 1: Board of Publications Trustees
ITEM 1. Functions. There shall be a Board of Publications Trustees with authority and responsibility delegated by the Council to control and manage, both editorially and financially, the Society's journals and nonserial publications.
SECTION 3: Journal Fund
All publication funds shall be separately accounted for subject to the control of the Board of Publications Trustees. Publication funds may be diverted for other than publication purposes upon affirmative vote of two-thirds of a combined meeting of the Board and Council with a quorum of each present.
Approved Text:
SECTION 1. Publications Committee
ITEM 1. Functions. There shall be a Publications Committee with such authority as delegated to it by the Council to manage the Society's journals and nonserial publications.
Section 3. Journal Fund: DELETED
All references for the Board of Publications were revised to Publications Committee throughout the Bylaws.
Review the full ASPET Bylaws.