An Introduction and Explanation of the new By Laws proposed for the American Society for Cybernetics

October 4th, 2009

The construction of the revised By-Laws was initiated in February 2009 and has gone through several cycles since then. A starter version was worked out between Ranulph Glanville and Randy Whitaker, the By-Laws Committee was established and the starter set was distributed amongst the committee members. Randy Whitaker collected two rounds of feedback from the committee members, the more recent one in July. In addition there were discussions on the ASC-MEMBERS forum, which had a bearing on new and revised material that went into the revised By-Laws document. The second revision was distributed to the committee members in August. On behalf of the By-Laws committee, Randy Whitaker reported the new and revised edition of the By-Laws to the Executive Board for its review, approval and/or ratification by the Membership. Randy Whitaker detailed the following changes between the current and the revised version.

The By-Laws document has been revised from front to back. It contains no section that was not revised to some extent. This is not to say that the provisions of the By-Laws changed everywhere or very much in all places where they changed. The revision addressed primarily issues of clarification and specification based on recent experience or common practice over at least three administrations. One article concerning the Board of Directors was added to the By-Laws, raising the previous number of 12 articles to 13 in the revised version. This was found necessary because as a registered corporate entity in the District of Columbia, the ASC is required to specify its Board of Directors. Under the relevant regulations, the Board of Directors is not necessarily the same as the Officers, the Executive Board or the Trustees. The new Article 13 thus introduces the most significant innovation to the revised version of the By-Laws.

The first three articles of the By-Laws document are all descriptive. Article 0 offers a synopsis of what cybernetics may be, based on a text written by Ernst von Glasersfeld in the 1980s at the request of the ASC. Article 1 gives the name of the Society and Article 2 lists the stated purposes of the Society. Articles 0 and 2 are heavily revised without great changes to thrust, theme or content. Article 2 was updated with material contributed largely by ASC Members on-line in a discussion based on Ranulph’s proposal for a mission statement for the ASC, during the first quarter of this calendar year.

Article 3, which describes the key component entities (or organs) of the Society, remains unchanged in terms of the specification of organs. The single exception is citation of the Board of Directors, which is not an internal organ and, as noted above, is described in Article 12. The number of members of each organ and the process of their selection also remain unchanged. The terms of offices also remain as specified in the current By-Laws.

Article 4 deals with membership-related matters such as membership criteria, privileges, voting, terms of membership etc. This article was heavily re-written, mostly in order to add clarification. In detail, this part of the revision aims to make clear what the terms of membership are, what the different kinds of membership status may be, which organs are empowered to affect membership criteria and categories and to eliminate a somewhat confusing set of membership categories listed in the current By-Laws, many of which had never been enforced or used.

An extension to the provisions for the General Business Meeting states that if the President is not available to chair the GBM, the Executive Board may appoint the Vice President, or someone else, to chair it. The time limits for compiling and disseminating the GBM Minutes to the Membership and for their approval by the Executive Board were shortened.

Revised criteria for membership account for new mechanisms that have arisen since 1979, such as nomination by the Nominations Committee or the bestowal of awards that include membership privileges. Another provision was added to clarify that to facilitate convenient liaisons with other organizations, the ASC’s Executive Board may establish non-voting membership categories. This accommodates an arrangement that has already been made for the Cybernetics Coalition. The effective terms and dues section was updated to clarify what kinds of data are to be announced in advance of each membership renewal cycle. This includes the new clarification that the ASC is obligated to lay out a new fee schedule each year to inform members and potential members what the available options may be.

The following few articles detail the primary constituent organs of the Society. Throughout these articles ambiguity and tight restrictions on term limits were alleviated. In other words, what appeared to be an implicit or explicit constraint of two terms per person per office (sometimes interpreted as simply two terms per person) was lifted. Thus, for example, under the revised By-Laws, Trustees could continue to serve so long as they are nominated and elected. The powers of the Trustees remain unchanged.

Article 6, which covers the Executive Board, was greatly extended to include a number of new provisions. This is to accommodate different types of Executive Board participation, to clarify different categories of participants or positions and to provide for the re-filling of posts that become vacant. The revised article also clarified that Executive Board officers are to be nominated and selected or ratified by formal consultation with the Membership and that certain titled functionaries and committee chairs who are appointed by the Executive Board are not themselves officers and members of the Executive Board per se. The same four officer positions required under the current By-Laws and the corporate regulations of the District of Columbia are still mandated by the revised version. These are President, Vice President, Secretary and Treasurer. The revised version of the By-Laws clarifies for the first time that additional Vice Presidents may be appointed for special purposes and that, if elected, these become voting members of the Executive Board. The responsibilities of the Executive Board in terms of formulating policy, making sure that elections etc. occur, are carried over from the current By-Laws without substantial changes. The District of Columbia corporate regulations require a 3-year term of office.

Provision is now made to allow the nominations committee in consultation with the Executive Board, and in some cases with the Trustees, that an offer may be approved for a third term if necessary. To the extent that term limits are specified, they are specific to the same office or the same position. The Executive Board may add augmented offices under the revised By-Laws such as special Vice Presidents etc. and the Executive Board may not on its own motion dissolve any of the core offices that are mandated (i.e. President, Vice President, Secretary and Treasurer).

Probably the biggest operational change provided for by the revised By-Laws is a clear specification of what to do in the case of a vacancy in an elected office or position. This is not covered by the current By-Laws and over the last decade such situations have been addressed by consensus rather than with a clear basis specified in the By-Laws. The revised By-Laws make it clear that the Executive Board may, on its own motion, fill vacancies at least temporarily from amongst its own officers, except for the President.

A provision was added to the By-Laws to clarify what happens when the President’s office becomes vacant. In this case, the Vice President should become the President pro tem, pending a special election to fill the vacancy or the entrance of an already-existing President elect into office. Interim appointments may be made at the convenience of the Executive Board to ensure that an office’s or position’s mission is fulfilled, pending the conduct of a special election (detailed changes to the By-Laws regarding special elections are described

The provisions for the Ombudspersons remain essentially unchanged. The committee structure of the ASC was to some extent already delineated in the current By-Laws. Under the current administration, the committees have been named, staffed and given tasks and have become operational on an ongoing basis. The provisions for the roles of committees and their advisory function for the Executive Board remain unchanged.

Article 9 on elections and voting is considerably longer in the revised version of the By-Laws than in the current version. This is primarily due to various gaps that had to be filled with regard to specifications for handling both the election of officers initially and special election procedures for filling vacancies. The bulk of the revised text outlines the procedure by which the Executive Board, supported by the Nominations Committee, develops a ballot for an upcoming election or special election, and the procedure for executing that election. The roles as specified in this Article, with the Nominations committee having the authority to establish the ballot, the Executive Board then having the responsibility to set up the election, are the same as they have been executed over the past decade or so. Provisions for time frames for elections and nominations remain unchanged from either the current By-Laws and/or recent practice. For the first time, explicit provision is made that the ballots (which remain secret ballots) may be disseminated and returned by electronic means rather than post. Under the revised By-Laws, voting periods are 30 days in the case of general elections and a provision has been made that this can be cut in half for special elections. A provision was also added to specify a threshold above which the Executive Board can declare an election accomplished and actionable and below which further consultation with the Trustees may be necessary.

Article 10 on conflict resolution remains essentially unchanged in the revised version of the By-Laws. The two-level form of conflict resolution (via Ombudspersons for primarily smaller matters, and via Trustees for matters of large import or affecting the structural
operation of the Society itself) was left in place.

The procedure for amending and revising the By-Laws is laid out in Article 11 of the revised By-Laws. Previously, there has been a specification only for the ratification of the By-Laws, not for the procedure for amending the By-Laws. The criteria for who can initiate possible revisions of the By-Laws and to what extent were carried over from the current version of the By-Laws. Effective date provisions for when changes in By-Laws could take effect have been previously unclear and were added in the revised version.

The final Article 12 was added to clarify who the Board of Directors of the ASC are, as required by District of Columbia corporate regulations. The ASC consistently had a Board of Directors distinct from the Officers apparently until some time in the 1980s. Some time in the late 1980s or early 1990s the ASC quit referring to its Board of Directors and this organizational entity became forgotten – although not obsolete. After some discussion of how to handle this and considerable investigations with ASC veterans it was decided to set up a nominal Board of Directors that shall consist of at least three persons filling ex officio positions. One would be the President of the Society, one would be the Chair of the Trustees and by default the third would be the Immediate Past President. Provision was made for the Board of Directors to add additional Directors by election from the Membership. If such additional Directors are so elected, then their term shall match that of the Executive Board members (i.e. 3-year terms and on the same electoral cycle). The Board of Directors is specifically given responsibility for ensuring fulfilling of the Society’s obligations in its role as a corporate entity – specifically corporate registrations and tax filings. Hence the ASC’s ex officio Board of Directors, which is the only mandatory corporate component expected by the District of Columbia, is obliged to ensure the Society stays up to date with its corporate responsibilities. Article 12 item 4 is a modified version of a provision for emergency powers in the case of serious crisis added following a request by Ranulph Glanville with special regard to recent occurrences. The emergency powers provision vests emergency powers in the Board of Directors. This is consistent with expectations discernible in the relevant corporate regulations.

Thomas Fischer, Ranulph Glanville, Randy Whitaker