To the membership of the VAF:
I write to provide background information for a series of votes on proposed amendments to the VAF by-laws that will take place at the Annual Meeting in Chicago, June 6, 2015. Please find attached copies of the current VAF by-laws and of the proposed by-laws amendments. The organization’s By-laws Committee, in dialogue with the Board of Directors, developed these amendments over the past 18 months, and the board unanimously endorsed them at its fall meeting in Chicago, November 1, 2014.
Below I outline the five proposed changes, list the sections of the by-laws where they appear, and provide brief background on each.
I encourage you to discuss these amendments with current officers and members of the board. Many thanks to the members of the by-laws committee for their meticulous work on these amendments (2013-14: Susan Kern, chair, James Buckley, Claire Dempsey, Gabrielle Lanier, Boyd Pratt; 2014-15: Carla Yanni, chair, Claire Dempsey, Elaine Jackson-Retondo).
I strongly support all of these amendments, and would be very happy to receive your questions and comments (firstname.lastname@example.org).
Sincerely, Chris Wilson, VAF President
1. President-Elect (Proposed By-laws sections, V: A, C, D, E; VII: B).
Creates the position of President-Elect to be elected every other year at the annual spring meeting and serve for one year as a non-voting member of the board and the executive committee (attend the fall board meeting, receive board emails, hold transition discussions with the current president, etc.) for the year proceeding assuming the duties of the president.
Meant to ensure that an incoming president, if not currently on the board, will be fully up to speed on the current issues and initiatives of the organization before taking over as president.
2. Reduction of the number of elected directors (VII: C).
Reduces the number of elected board members from 15 to 12 (in other words, from 5 to 4 new board members elected each year to three year terms).
Many of us have found the current 27 member board unwieldy for decision making. These numbers increase at the spring meetings to 32 by the participation of 5 incoming board members, and to 35 in the alternate years when the new president and VPs are also elected. The size of the board also adds to the travel costs covered by the VAF for the fall board meeting. This and the next provision are meant to reduce the board by 6 members to a new total of 21. Some have wondered about having enough people to do the work of the organization, but as long as the chairs of our committees are on the board, members of their committees can be recruited from the general VAF membership as necessary (and these committee members receive credit by being listed on the committees page of the VAF website).
3. Conference organizers off the board (VII.D).
Removes the three conference chairs, those for the past, current and future years, from the board of directors.
The conference chairs would attend the board meeting when they present their conference proposal for the approval of the board and as necessary after this. The membership of conference chairs on the board has been intended to facilitate transmission of conference organizing practices. In recent years, the Second VP has coordinated conference scheduling and preparations, and this year I chose to appoint three members of the organization experienced in conference organizing to the conference committee. These committee members have proved valuable advisors to the current conference organizers.
4. Electronic participation (VII.G. 12, 13, 14, 15, 16).
Providing for electronic participation in specific governance functions of the organization.
These were prepared in response to new requirements that non-profits chartered in D.C. (as we are) address this issue.
5. Signing contracts (IX.D).
Limiting the power to sign contracts on behalf of the VAF to the President and Treasurer.