2023 Election: Bylaws Amendment Proposal
SEJ’s Board of Directors proposes the following changes to the Bylaws:
Amend Article III Section 3, "Notice of Meetings," to remove the maximum limit on how far in advance we can notify members of the meeting. The proposed change: Notice of the time, day, place, and purpose of each meeting shall be given to all members of the Society not less than ten days nor more than fifty days from the meeting date in the manner set forth in Section 2 of Article VIII hereof.
Amend Article III Section 4, "Quorum," to reflect our current membership categories and require a voting quorum in each of them, and to specify what happens if a quorum is not achieved. Current Language: A quorum for the transaction of any and all binding actions or votes at the annual meeting or any special membership meeting of the Society shall consist of one-tenth of the members entitled to vote in person or by proxy. If a quorum is not reached, a majority of the voting members present may adjourn the meeting to a future time, without further notice being required. ADDED LANGUAGE: For the election of board members, a quorum in each of the three categories — Active, Academic and Associate — shall consist of one-tenth of the members entitled to vote for candidates in their respective categories. If a quorum is not reached in the Academic and/or Associate election, the board will appoint an individual of that category to fill the vacant seat until the next election, when that person can choose to run again for the seat.
Move Article X, on amendments, to the top of the bylaws and amend lettering appropriately. Language will not be changed. These Bylaws may be amended or repealed or new Bylaws adopted upon the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board and the affirmative vote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. An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted at the time the amendment is enacted.
RATIONALE:
Article III section 3: Currently it is not permitted to notify members about the Annual Membership Meeting more than 50 days prior to the date of the meeting. These meetings are often set many months before the date and a call for candidates to run for the board is issued in May or June, well before the bylaws allow the Membership Meeting to be announced. This amendment will allow earlier notification of meetings as appropriate by removing the stipulation that members may not be notified more than 50 days prior to the Meeting, while continuing to require notification no less than 10 days prior.
Article III section 4: The current language defines Quorum without considering that two other categories of membership were added. SEJ’s lawyers determined that a quorum during a board election had to be 10 percent of all the votes of all categories combined to be applied to all three categories. In effect, this meant that if a quorum was reached by Active members, but not by Associate or Academic members, the election would still stand. So an Academic or Associate candidate could be voted in by a single Academic or Associate vote. And if a quorum of Active members wasn’t reached, but the combined number of votes over all three categories was reached, the Active vote would count, even if less than ten percent of the Active members voted.
In practice, we have intended each category's election to be separate — meaning each should be required to have a separate Quorum. This amendment codifies that practice by updating the bylaws to reflect that each membership category includes a definition of quorum for their respective elections.
Article X: This article is currently found at the end of the bylaws, after the Miscellaneous Provisions and the section on Indemnification. The board believes that an article of this importance needs to be located first and foremost to ensure that it won’t be missed.
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