Article 12. Board of Directors
12.1. Overview
The Society is a registered corporate entity, and as such is required to have a designated Board of Directors. The Society has had a designated Board of Directors since its initial registration as a corporate entity, and this Board of Directors approved the 1979 edition of the Society’s by-laws. The 1979 by-laws ceded the presumptive powers of a Board of Directors to the Society’s organs heretofore prescribed.
In the context of certain corporate functions and responsibilities it remains necessary to identify a Board of Directors as prescribed by external authorities and regulations. This Article is therefore added to clarify the identity, membership, and special powers of the Society’s Board of Directors.
12.2. Structure and Membership
The Society’s Board of Directors shall be comprised of at least three persons. Two of these shall be the President and the Chair of Trustees, serving on an ex officio basis (hereafter “the mandatory ex officio directors”). By default, the third director shall be the immediate Past President, also serving on an ex officio basis.
In the event either (a) no sitting immediate Past President (cf. Article 6) is available or willing to serve as third director or (b) it is desired that the Board of Directors have more than three members, any unfilled or additional directorial position(s) shall be filled by the nomination and electoral processes outlined in Article 6.
In the event the associated office of either mandatory ex officio director (President or Chair of Trustees) is vacant, the organ from which that mandatory directorial position is drawn (Executive Board or Trustees, respectively) shall collectively execute the vacant directorship’s responsibilities and voting privileges pending resolution of the vacancy.
The term of office for any director not serving on an ex officio basis shall conform to the term of office prescribed for Executive Board members (cf. Article 6). Term limit provisions for ex officio directors shall conform to any such provisions pertaining to their respective (non-director) offices. No term limit is prescribed for elected directors not serving in an ex officio capacity.
12.3. Responsibilities
The Board of Directors shall be ultimately responsible for ensuring fulfillment of the Society’s obligations in its role as a corporate entity (e.g., corporate registration; tax filings). Specific actions and duties relating to fulfilling these obligations may be assigned to elected officers of the Executive Board (e.g., the Treasurer).
12.4. Emergency Powers
In the event of extraordinary circumstances such that (a) administrative action is necessary to avoid risk or loss to the Society and (b) the Society’s prescribed organs and mechanisms are unavailable for, inapplicable to, or incapable of effectuating the necessary action, the Board of Directors may undertake the necessary action on an emergency basis.
Exercise of such emergency power shall obligate the Board’s mandatory ex officio members (the President and the Chair of Trustees) to:
(a) report such emergency action and their justification for it to their respective organs within one week, and to the membership within two weeks, of taking action, and
(b) initiate whatever additional actions are required to address the given circumstances and / or their response in accordance with the organs and specifications prescribed herein (e.g., voting by their respective organs; voting by the membership; revisions to the by-laws).
[Back to Intro]
[There is no Article 12 in the current By-Laws]
ASC is registered as a non-profit corporation in the District of Columbia. Relevant DC regulations require such corporations to name and maintain a Board of Directors (distinct from the other organs / positions discussed elsewhere in the by-laws). ASC had a Board of Directors at the time the 1979 by-laws were formulated and approved. That board has unfortunately dissipated in the ensuing decades owing to the deaths of its last-known officeholders.
Article 12 is wholly new. It prescribes that ASC must have a Board of Directors, and it prescribes this board as being comprised by 3 ex officio directors (plus any additional directors the Board may choose to add). Making the directors ex officio positions avoids the necessity of having entirely separate elections to maintain this mandatory organ.
The Board of Directors is assigned specific responsibility for corporate / tax filings (requirements which have not been consistently fulfilled in recent years).
An ‘emergency powers’ provision has been added to provide ‘legal’ basis for default powers in the event of a major breakdown in the society’s organs or operations. Situations meeting the stated criteria for such action have actually occurred on more than one occasion. Execution of emergency powers has been made subject to specific circumstances and to mandatory reporting requirements.
I am offering two separate proposals re Article 12:
1st PROPOSAL – preferable for its simplicity
Article 12 should be removed altogether and the following paragraphs should be added to Article 6 instead:
To satisfy the Articles of Incorporation of the Society as a non-profit organization, the Executive Board serves as the Board of Directors of the Society. In this capacity the Executive Board assures compliance with the legal requirements of non-profit organizations (maintaining registration, filing taxes, by-law changes, etc.). The actions needed to this effect may be delegated to an officer or committee of the Society.
ARGUMENTS IN SUPPORT OF MY 1st PROPOSAL Re. Article 12
• With the institution of the existing by-laws in 1979, the Executive Board assumed all responsibilities of the preceding Board of Directors. Not mentioning a “Board of Directors” is a semantic problem. The existing by-laws merely failed to use the terminology apparently required for non-profit organizations to be registered in DC. All that is needed is the above clarification.
• Incidentally, the history of the slow disappearance of the earlier Board of Directors is incorrect. According the president at that time, that Board was dethroned with the democratic acceptance of the existing by-laws.
• If one states, as the new by-laws do, the possibility of the Board of Directors delegating the clerical work needed for complying with the Articles of Incorporation of the Society as a non-profit organization, a conflict of authority is invited. Only the Executive Board has the ability to delegate functions to appointed officers or committees. The Board of Directors that the new by-laws create would then be run by the Executive Board and cannot assume responsibility for the legality of the Society as a non-profit otganization.
• This 1st proposal and Article 12 differs regarding the involvement of the Chair of the Trustees, absent here, a constitutively requirement there. Giving that Chair an additional and prestigious role might have been a good idea, but creates more problems than it is worth. We should not confound the guardian role of the Trustees with the operational responsibilities of the Executive Board.
2nd PROPOSAL – less preferable for merely padding the by-laws with an unnecessary Article.
The two paragraphs of the overview need to be removed. They are not by-laws.
By removing fat and operational uncertainties, I am suggesting to cut the four paragraphs headed “12.2 Structure and Membership” and the paragraph “12.3 Responsibilities” to 1/4th of its length, reducing them to the following two:
The Board of Directors shall consist of three Officers of the Society; the Chair of the Trustees, the current President, and the immediate Past President. Should either of these ex officio positions become vacant, this vacancy shall be filled by the constituency that provided the ex officio member (the Trustees for its Chair, and the Executive Board for the Past and current Presidents) – collectively, until an individual is elected or nominated to fill the vacancy.
The responsibility of the Board of Directors is to assure compliance with the Articles of Incorporation of the Society as a non-profit organization. The Executive Board may delegate the actions needed to this effect (maintaining registration, filing taxes, filing by-law changes, etc.) to an officer or committee of the Society but cede direct supervision of these actions to the Board of Directors.
ARGUMENTS IN SUPPORT OF MY 2nd PROPOSAL Re. Article 12
• The Overview of Article 12 does not specify by-laws matter. It recants a moment in ASC history (inconsistent with the recollections of the President at that time) and argues for the need of a Board of Directors. This overview seems to aim at persuading voters but does not belong into by-laws
• The remainder of Article 12 introduces new and unnecessary terms, allows for uncertainties by reference to extraordinary circumstances, and is unduly wordy, about 4 times longer than the two paragraphs above.
• Article 12 assign contradictory and potentially conflicting responsibilities to the Board of Directors and the Executive Board. According to the existing and new by-laws, only the Executive Board can appoint officers and create committees. By not giving the Board of Directors the authority to oversee what it is charged with, it cannot function in the manner the law requires. Article 12 is oblivious to this conflict, this 2nd proposal ameliorates it, but my 1st proposal circumvents it completely.
REVISED PROPOSAL Re. Article 12
After talking with Stu Umpleby who after all is a professor of Management at George Washington University and, as I am, familiar with different forms of organizations, I am revising my two earlier proposals to this:
Remove Article 12 in its entirety and instead add the following paragraph to Article 5, Trustees:
In fulfillment of the obligations arising from registering the Society as a tax-exempt non-profit organization, the Trustees shall act as the Board of Directors.
ARGUMENTS IN SUPPORT OF THIS REVISION
See: http://en.wikipedia.org/wiki/Board_of_directors
I still stand with my October 26 proposal
- remove article 12
- to avoid confusion, declare the trustees to be acting as a board of directors