Date: Sun, 14 Jul 2002 22:59:25 -0400 From: John Unsworth Subject: Report on Bylaws The last time the constitution and bylaws of the ACH were revised was 1992; before that, the version history includes revisions in December 1978, November 1979, some time in 1983, and June 1987. A number of changes are needed: my recommendations for changes to be voted on are listed below, each of them tagged with an asterisk; points for discussion at our EC meeting are tagged with a plus sign. Please read the following carefully. All recommendations refer to http://www.ach.org/ACH_Constitution_Bylaws.html as the official published version of the ACH Constitution and Bylaws. At our meeting in Germany, you will be asked to vote up or down on proposed changes, and if you are not part of a two-thirds majority of the EC voting to approve these changes to the Constitution and the Bylaws, you will be asked to make specific counter-proposals. Even if the proposed changes are approved, you will be asked to discuss some of the issues below, marked with a + sign. Any changes approved by the ACH EC must be ratified by a two-thirds majority of the (votes cast by the) ACH membership. -------------- General observations: * Nothing in the constitution or bylaws provides for voting by email, or for meeting electronically. Language to permit such votes and meetings should be included in any revision of the constitution and bylaws. ------------------ Constitution: The constitution specifies (under section II, Purpose) that: "The Association for Computers and the Humanities is formed exclusively for educational purposes within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code of 1954" ....but as far as I know, the ACH is not incorporated as a non-profit, does not submit annual reports to the IRS as a non-profit, and has no legal status. If others know differently, please let me know. If we are, in fact, a 501(c)3 corporation, we are long overdue for reporting to the IRS. If we are not, we should decide what we wish to be, from a legal point of view. [Michael Sperberg-McQueen remembers having taken first steps toward establishing ACH as a 501(c)3, but also remembers not having completed that process.] * I would recommend that, if the ACH is not actually incorporated as 501(3)c, it should be established as an LLC--or we should affiliate with an organization like TEI or NINCH, already certified as a non-profit corporation. Section IV.A.1 reads: "The Officers of the Association shall be: --The immediate Past President, whose term of office shall be one year, coinciding with the first year of the President's first year." This is nonsensical ('coinciding with the first year of the President's first year.") I propose the following revision: * "The immediate Past President, who shall have a term of office of one year, coinciding with his or her successor's first year in office." Section IV.A.2 reads: "The President, who shall be elected by the general membership and whose term of office shall be two years after which he or she shall be eligible for re-election." Very nice, but it doesn't say when the term of the president actually begins. I propose the following revision: * "The President, who shall be elected by the general membership, shall have a term of office beginning when the results of the election are announced to the membership, and continuing for approximately two years, until the next president's election is announced." * I would propose a parallel revision for Section IV.A.3, regarding the election and term of the Vice President. *Section IV.A.5 says several things about banking and record-keeping. I would suggest that, after section f., IV.A.5 should read, "The Secretary of the Association should annually receive and archive copies of the Treasurer's records." Section V.B says: "The program for the annual meeting shall be established by a Program Committee appointed by the Executive Council. The program so established shall be subject to approval by the Executive Council." * Since the Executive Council never reviews the work of the Program Committee, I recommend that we drop the second sentence in this section. * If we mean to keep section VI.A.1 as is, "General Business Meeting of the Association shall be held in conjunction with each annual meeting sponsored under the auspices of the Association. Thirty members in good standing shall constitute a legal quorum" ...then we better start taking the roll at the annual general meeting. Otherwise, we should drop that requirement of 30 members. Section VI.B.3 specifies: "A quorum shall consist of any seven members in addition to any two of the officers." -- we should make sure to determine in advance, and certify at the event, whether we have seven of our 12 Executive Council Members at the annual meeting. I think we have not, for a long time, met the requirement of section VI.B.5: "Notice of meetings of the Executive Council shall be given to its members by the Executive Secretary in sufficient time for the members to be able to attend this meeting." * I think we should meet it, in the future. We cannot make good on this for 2002, but let us remember to announce the venue and the agenda for the meeting at least two months in advance, for 2003, so members could attend, if they wished to, without financial penalty for travel. All of the above are governed by section VII: "Either the Executive Council or the General Business Meeting may approve an amendment by a two-thirds majority. Then a mail ballot shall be sent to the entire membership and forty-five days allowed for return. The counting of the ballots shall be conducted as for elections. The ratification shall require a two-thirds majority." So, we can approve these amendments to the Constitution at the EC, by a two-thirds majority, but even so, we will need to send them by mail to the entire membership, etc., and they will have to ratify by a two-thirds majority. [According to our senior parliamentarian, Michael Sperberg-McQueen, the following is probably wrong, and in fact a two-thirds majority just means "two thirds of the votes cast" and not two-thirds of the membership:] I note that the language of section VII suggests that a two-thirds majority of all members is required, not just all voting members. Therefore, in the event that we submit proposed changes to the bylaws to the membership, for balloting, we must make it clear to members that every vote matters, and that a two-thirds majority is needed in order to approve the changes. Section VIII of the Constitution suggests that the ACH has 501(c)3 status; again, if we do have that status, then we need to turn in some tax reporting documents, and Real Soon. ----------- Bylaws: + Section I.A.1 specifies, by implication, that only ACH members can hold office or "have a voice" in ACH affairs. Do we wish to continue that requirement? A point for discussion. Section I.A.2 says: "Joint Members. A husband and wife may become joint members of the Association upon payment of one and a half times the dues for Regular Membership, and with entitlement to only one copy of whatever publications Regular Members receive." * Do we really want to discriminate among partnerships on the basis of matrimony? I recommend that we drop this section altogether. Section I.A.3 of the bylaws specifies: "Student Members. Any full-time student may become a Student Member upon payment of one half the dues for Regular Members, renewable for a total of three years. An unemployed member shall be construed as having student status." * Well, our current membership for regular members costs $65, and for students, $55. We have not complied with our own bylaws, on this point, for years; to do so now, we would need to have a serious discussion with Kluwer. And I wonder how they would regard the unemployment clause.... At any rate, we cannot have bylaws with which we don't comply, so we need to find a way to comply with this one, or drop it. I recommend that we resolve to comply with it, and give ourselves a year to figure out how to do that. Section I.A.4., Life Members: "Life Members. Any person may become a Life Member upon paying either fifteen times the dues for Regular Members, payable in advance, or by paying four installments, at four year intervals, of four times the current dues for Regular Members at the times of payment" + Do we have any life members? Do they receive CHUM? Do we want to revise the terms of life membership (for example, paying member for 20 years...) Are they on our mailing lists, membership lists, etc.? Point for discussion. Section I.A.5, Honorary Members: "Honorary Membership may be conferred on any person, for life, upon the recommendation of the Executive Council, approved by a majority vote of the Association at any General Business Meeting thereof. Such Honorary Members shall, without payment of any fee whatever, enjoy all the rights and privileges of a Regular Member except that of voting or holding office in the Association." + Do we have any honorary members? Do they receive CHUM? Are they on our mailing lists, membership lists, etc.? [Michael Sperberg-McQueen writes: "I believe Joe Raben, the founder of CHum and the moving spirit (or one of them) behind the founding of ACH, was given an honorary membership sometime in the 1980s; Mary Dee Harris and/or Nancy Ide should know when it happened. I don't know whether there have been any others."] I note, in re: discussion questions for Bylaws, Section I.A.4 and I.A.5, that Bylaws Section I.B.1 specifies the privileges of membership as follows: "Each Regular Member, Student Member, Life Member, and Honorary Member in good standing in the Association shall receive, as part of the privileges of membership, a subscription to any publications of the Association." * I would recommend that we drop section I.C.2: "The annual dues payment for Regular Members shall not be less than fifteen dollars." Even students, if they were charged half our current fee for regular members, would be paying more than this; the only people paying less would be life or honorary members, who wouldn't be paying anything. Section I.D.1 says: "The privileges of the Association shall be withdrawn from any member who has not paid his annual dues by the first of April of any given year." * I would suggest that we revise this to read "within two months of a reminder sent by the ACH Treasurer, after the first of April of any given year" I note that in Bylaws, Section II.A, it says: "At each annual meeting of the Executive Council it shall appoint a Nominating Committee consisting of the President and four other members of he Executive Council" + I don't know that the President has, in the recent past, been part of the nominating committee, or that s/he needs to be; I also don't know that the nominating committee has, in the recent past, consisted of four members of the EC. We should adhere to these rules this time around, but if we wish to propose a change, we should do so in conjunction with other changes to the Constitution and Bylaws proposed to members, for ratification. + I recommend that we consider the language of paragraph 2 of Section II.A of the Bylaws: "At some time before 1 October the Nominating Committee shall transmit to the Executive Secretary nominations of at least double the number of positions which shall become vacant on the Executive Council at the next election. Care shall be taken by the Nominating Committee to see that suitable candidates are selected from persons who are ACH members in good standing and represent as wide a variety of disciplines as possible. Nominations of eligible candidates may also be made by the membership of the Association, provided that each nomination is signed by two members in good standing in the Association, that the nomination is in the hands of the Nominating Committee in sufficient time to be considered prior to the 1 October deadline." + Have we recently complied with the requirement of Bylaws II.B, namely that the votes in elections should be "tallied by the Executive Secretary in the presence of one other ACH Member"? This is a serious matter: complying with this requirement could delay compliance with other bylaws, and could delay announcing results of elections--on the other hand, the requirement obviously exists in order to avoid election fraud. * I recommend that we change the language of this section to read: "ballots received by the specified deadline shall be opened and tallied by the Executive Secretary and certified by the President and Vice-President." In Section IV of the Bylaws, we are obligated to appoint three committees we do not have, at present: C. A Committee on Bibliography D. A Committee on Research Activities E. A Committee on Text Encoding Initiative * I recommend we drop these requirements. I draw the attention of the EC to section VII of the Bylaws, "Regional Affiliated Associations for Computers and the Humanities", especially in re: my other report, on the cross-organizational exploratory committee. Section IX: * I recommend that the second and third paragraphs of this section should be dropped, as they are currently irrelevant. --------------------END---------------------