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2017 Bylaws Vote
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Bylaws Revision August, 2017


The GSAE Board of Directors and GSAE Governance Task Force identified four key areas of necessary revision and one addition to the GSAE Bylaws. GSAE's association executive members voted to approve these suggestions August 30, 2017.

 

1.      ARTICLE VI - NOMINATIONS AND ELECTION

Section 1:  Nominations. 

 

A.   Nominating Committee. At least ninety (90) days prior to the annual business meeting, the Board of Directors shall appoint a Nominating Committee of at least five (5) persons, each of whom shall have been an Individual member of the Society for at least two (2) years.  The chairman shall be the Immediate Past Chair. Others on the committee shall be the Chair, Chair Elect and two or more other members not currently serving on the GSAE Board of Directors.  Names of nominating committee members and an invitation for recommendations for candidates for nomination shall be announced to the membership at least sixty (60) days prior to the annual business meeting.  The nominating committee shall submit at least one (1) name for each available elective office of the Society and said slate shall be presented, in writing, to the membership at least thirty (30) days prior to the annual business meeting and again, orally, at the annual business meeting.

 

Rationale: insertion of “at least” and “or more” establishes a minimum size of the Nominating Committee, instead of an absolute number. This allows for expansion of the Committee as needed to fulfill strategic and operational needs of the Association (see recommendation of expanded scope of the Nominating Committee in the “Nominating Structure” section below).

 

2.      ARTICLE VI - NOMINATIONS AND ELECTION

B.  Directors.

(1)  At each annual business meeting held in odd-numbered years, four three (43) Individual Member Directors and one Corporate Member Director, each to begin a term of two (2) years beginning on a date determined by the Board of Directors and to serve for twenty-four (24) months or until their successors are elected.

 

(2)  At each annual business meeting held in even-numbered years, five (5) Individual Member Directors and one Corporate Member Director, each to begin a term of two (2) years beginning on a date determined by the Board of Directors and to serve for twenty-four months or until their successors are elected.

 

Rationale: Standardizing the schedule so that instead of three Individual Directors in odd years and five Individual Directors in even years, four Individual Directors are elected, allowing for greater continuity in Board operations (by spreading turnover evenly each year). Additionally, it streamlines  the operations of Nominations and Elections policies and procedures.

 

3.      ARTICLE VII - MEETINGS

 

Section 1:  Annual Meeting. The annual business meeting of the Society shall be held at such place and time as determined by the Board of Directors, for the purpose of election of officers and other business pertinent to the annual administration of the Society.  Notice of such meeting shall be provided mailed to the last recorded electronic address of each member at least ten (10) days prior to the meeting.

 

Section 2:  Special Meetings.  Special Society meetings may be called by the Chair or the Board of Directors or shall be called by the Chair upon written request of at least twelve (12)  Individual members.  Notice of any special meeting shall be mailed provided to each Individual member at his or her last recorded electronic address at least ten (10) days in advance with a statement of time and place and information as to the subject or subjects to be considered.


Rationale: Reflects contemporary standards of digitalization.

 

4.      ARTICLE X - AMENDMENTS

 

Amendments may be proposed by the Board of Directors or upon petition of any fifty (50) Individual members addressed to the Board of Directors.  All such proposed amendments shall be referred to the membership with or without recommendations of the Board of Directors.

 

These Bylaws may be amended by a majority vote of the Individual members. Voting may be conducted by written ballot.  GSAE shall deliver a written ballot to every member entitled to vote on the matter.  Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting and the number of approvals equals or exceeds a majority of the votes cast by ballot.  Ballots shall be sent to the last recorded address of each Individual member.

 

A. The Purpose as stated in Article II may only be amended by a majority vote of the individual members. Voting may be conducted by written ballot (including by electronic means). GSAE shall deliver a ballot to every member entitled to vote on the matter. Approval shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting the the number of approval equals or exceeds a majority of the votes cast by ballot.

 

B. Excepting those outlined in A., Articles of these Bylaws may be amended by a vote of the Board of Directors. Voting may be conducted during a regularly scheduled meeting of the Board of Directors.  Approval shall be valid only when the number of votes cast equals or exceeds two-thirds of the quorum required to be present at a meeting and the number of approvals equals or exceeds a two thirds of the votes cast by ballot.

 

Rationale: Allows for more nimble revision of the Bylaws as needed to fulfill strategic and operational needs.

 

ARTICLE XIII – MISCELLANEOUS

 

Whenever any notice is required to be given under these bylaws or applicable law, such notice may be communicated in person, by telephone, facsimile, electronic mail or other form of wire or wireless communication; or by mail or private carrier.

 

Whenever action is proposed to be taken without a meeting by written ballot, such ballot may be transmitted to and from the Association by facsimile, electronic mail or by mail or private carrier.

 

Rationale: Based on the advice of counsel, we are adding a provision to cover a variety of scenarios for notices as covered by state law.

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