Article 3. Organs
The Society shall pursue its purposes through the following prescribed organs:
| ORGAN | NO. MEMBERS | SELECTION | TERM |
| Membership | Unlimited | Application or other means prescribed herein | 1 year (or as prescribed) |
| Trustees | 3 – 12 | Elected | 6 years |
| Executive Board: Prescribed (‘Core’) Offices | 5 | Elected | 3 years |
| Executive Board: Augmented Offices | No fixed number | Elected | 3 years |
| Ombudspersons | 2 | Elected | 3 years |
| Committees | No fixed number | Appointment by Executive Board | As set by the Executive Board |
As deemed necessary, the Executive Board may appoint individuals to titled functionary positions for specific purposes or duties (e.g., periodical editor; archivist) as an alternative to establishing a committee.
An individual may hold an elected position in only one of the Trustees, Executive Board, and Ombudspersons organs at any given time.
In addition, the Society operates as a registered corporate entity. In its role as a corporation the Society possesses one additional organ – the Board of Directors, as prescribed in Article 12.
The new items / attributions in this summary (compared to the 1979 by-laws) are as follows:
- The ‘core’ versus ‘augmented’ Executive Board office distinction (cf. Article 6).
- This revised edition clarifies that the Exec may appoint ‘functionaries’ for roles other than elected offices.
- The Board of Directors organ has been added (cf. Article 12) to reflect requirements of our corporate / tax registrations.
- References to ‘ombudsman’ have been replaced with ‘ombudsperson’.
PROPOSAL Re. Article 3
I like the table but am proposing that it avoid leaving conditions open and instead be as informative about detail as permitted by the available space. Also, since the Board of Directors and the General Business Meeting are proper organs of the Society, they should be added.
Finally, I shall propose eliminating the Ombudspersons and Article 7 and have omitted them in my proposal for a more comprehensive table:
I am also proposing that the three paragraphs of Article 3 following the table be limited to clarifying the terms occurring in the table, not describe functions of these organs, which are spelled out in subsequent paragraphs. There are just four lines/paragraphs/lines needed:
“Popular vote” shall mean determined in an election by the Voting Members of the Society.
“Appointment” shall mean appointment by the Executive Board to perform specific functions within a specified time period, not exceeding the terms of the voting members of that Executive Board.
“Invitation” shall mean invitation by the Executive Board to recognize a specific accomplishment or affiliation.
Members shall hold elected or appointed positions in only one, the Trustees or the Executive Board.
Functional Officers and Chairs of committees are appointed by that Board to perform specific functions, for example, journal editor, webmaster, chair of the nomination committee. They are advisory to (non-voting members of) the Executive Board and their terms of office are renewable.
ARGUMENTS IN SUPPORT OF THE PROPOSAL Re. Article 3
The new by-laws are ambiguous regarding other membership categories – honorary, fellow, organizational, etc. I think it would be a mistake to proliferate membership categories at the discretion of the President, the Executive Board, or even the nomination committee. However it probably doesn’t harm allowing for the appointment of Non-voting Members for whatever reasons.
The new by-laws explain about the legal requirements of registering ASC as a non-profit corporation. This does not belong in the by-laws.
The new by-laws grant an unspecified number of Functional (augmented) Officers a role in the Executive Board. Board membership for Functional Officers is desirable in order to coordinate the various activities of the Society. Note, however:
• If they have full voting power in that Board, they ought to be elected by popular vote – which the new by-laws require.
• If their number is unlimited, that Executive Board can become unwieldy and overwhelm the core members
• If they require formal election every three years, this
(a) Prevents any existing Executive Board from instituting new functions,
(b) Imposes the organizational vision of a previous Executive Board on the present one
(c) Institutes considerable inflexibility that a small Society such as ours can ill afford
(d) Unnecessarily increases the burden of the nomination committee
(e) The new by-laws do not address the succession problem should an officer leave the office prematurely.
Therefore, I propose the last paragraph of Article 3 above, to specify what the existing by-laws failed to say but what was a de facto understanding and practice, that:
Functional Officers are non-voting members of (or advisory to) the Executive Board and are appointed by that Board to perform specific functions. Their term of office is renewable as needed.
I believe it is in the best interest of the Society not to limit a current Executive Board from enacting its organizational visions for the Society in response to perceived needs.
RE: Corporate registration / status citations in the by-laws
The society’s by-laws are a requirement in the context of the society’s status as a registered corporate entity. There would be no binding requirement for by-laws if the society were not a recognized corporate entity. As such, there is an intrinsic connection between corporate status and the by-laws.
Once having established by-laws as a corporate entity, ASC is accountable for them in the context of its corporate obligations.
Within the last decade there have been at least two lapses in ASC’s meeting its legal obligations with respect to corporate filings. These lapses were caused in large part by a lack of awareness as to what the obligations were and confusion about who was responsible to meet them. The prospective risks entailed in such lapses range from financial penalties (which ASC has in fact had to pay) to loss of corporate and non-profit status entirely.
Citing corporate obligations and responsibilities for them is therefore a reasonable aspect of the by-laws, insofar as such provisions contribute to the society’s ability to maintain itself legally and financially.
yes,
we had by-laws that registration requires since we replaced the authoritarian by-law-less Board of Directors with an elected Executive Board.
yes,
it is reasonable to cite obligations for maintaining the non-profit status of the society
but this does not justify the creation of yet another entity. the body that oversees the legality of the society is already in place. the only thing we have to do is to make the trustees aware of our by-laws, preferably before nominating them.
See: http://en.wikipedia.org/wiki/Board_of_directors
I apologize, but I don’t quite understand the issue of by-laws, registration, and the name of the responsible body. Perhaps there is a submission to be made that states that our elected executives indeed comprise the Board?
in the corporate world, a board of directors oversees the executive officers
since we do have such an oversight organ in the trustees, there seems to be no need to create another organ that could well conflict with the trustees’ responsibilities.
a board of directors can go by many different names
see: http://en.wikipedia.org/wiki/Board_of_directors
to appease the literally minded, all we have to add one sentence to article 5:
“The Trustees shall serve as the Board of Directors of the Society.”
moreover, i think it is unwise to mix oversight functions with executive functions. this would happen if the president = chief executive officer of the society would be a member of the board of directors.
I AM PROPOSING TO USE THE TABLE OF ORGANS I SUGGESTED ABOVE MINUS THE LAST ROW, FOT THE BOARD OF DIRECTORS AND ADD THESE EXPLANATIONS:
“Popular vote” shall mean determined in an election by the Voting Members of the Society.
“Appointment” shall mean appointment by the Executive Board to perform specific functions within a specified time period, not exceeding the terms of the voting members of that Executive Board.
“Invitation” shall mean invitation by the Executive Board to recognize specific accomplishments or affiliations.
Members shall hold elected or appointed positions in only one, the Trustees or the Executive Board.
Functional Officers and Chairs of Committees are appointed by the Executive Board to perform specific functions, for example, journal editor, webmaster, public relations, chair of the Nominations Committee. They are advisory to (non-voting members of) that Board and their terms of office are variable and renewable.