Authored by: Phil Chadwick, and Meike Mevissen
Published on: Sep 29, 2013
Dear BEMS members,
When the Board and Officers took over running the Society in 2011, we initiated two processes:
One was to suggest changes to the Board to allow it to better meet the challenges of the future. Members voted in 2012, and again this summer, on changes to the bylaws and the constitution. The recent vote resulted in a smaller and better-focused Board. Much work remains to make sure that the Board becomes more effective, and we will be looking at how to do this over the next year.
Recently we looked at the status of the Society's governance documents. We found and fixed some immediate problems; our Charter had not been renewed for many years and our registration in Washington DC as a non-profit organization had lapsed. We hired a lawyer to help us fix these immediate problems.
While doing this, he observed that our constitution and bylaws were not consistent with recent changes in the DC nonprofit corporation statutes. He also found that our Articles of Incorporation had not been updated for 35 years and contradicted the constitution in several places. Over this summer, we asked the lawyer to draft the changes needed to make them compliant with current requirements and also consistent with each other. Current practice uses more simple Articles of Incorporation that define the Society's aims, location, and basic principles but do not specify its everyday rules and regulations. In addition, it is now usual to have one set of bylaws rather than having both bylaws and constitution. Our lawyer drafted new Articles, which the Board is currently reviewing,
In early 2014 we will be asking you to vote again, this time to replace the current constitution and bylaws with a single set of new bylaws that combines the contents of what we have now and that meets current Washington DC requirements for nonprofit organizations. The proposed new bylaws will be available soon at bems.org. There will be an extended comment period prior to the vote currently anticipated in March 2014.
Results of the recent votes on amendments to the BEMS Constitution
Approximately 47% of the membership participated in the recent voting process in which members were asked to consider two proposals.
One, proposed by the BEMS Board, reduced the size of the Board and simplified how the Executive Committee terms would be stage. This measure was approved by 96% of those voting. The other proposal sought to explicitly define the composition of the Technical Program Committee. Only 30% of those voting supported this measure, so it was defeated.
Constitutional amendments require a 2/3 majority of those voting to become effective. This means that the amendment to change the Board size and structure was approved and the amendment to include a definition of the Technical Program Committee was not approved.
The approved changes to the Constitution become effective immediately, but according to the measure passed the restructuring of the Board will not begin until the next election, in spring 2014.