Updating HGS's Constitution/By-Laws
From President Jon Blickwede:
I’m taking another important detour from the exploration theme of my column to summarize the upcoming proposal to revise the HGS Constitution/By-laws. It may not be the most fascinating issue for everyone, but such revisions are a necessity from time-to-time in order to ensure that the HGS’s governing documents conform with the most recent Texas state laws, and to allow the Society to employ the most modern and efficient practices in its official processes. For example, our current governing documents only allow for a quorum, when a vote is made by the Board, if a majority of Board members are physically present at a monthly Board meeting. That can be a real challenge for Board members who may live as far away as Kingwood – and nowadays, with all the easy and economical ways to hold an online videoconference, it’s something of an anachronism. But any modifications to the HGS Constitution or By-laws must be approved by a two-thirds majority of the total number of HGS members voting. As such, the plan is to send out to all HGS members (during early April) a summary of the proposed changes to the combined Constitution/By-laws, and a paper ballot to vote on the proposed revisions, along with the ballots for the election of new Officers and Directors for the 2020-2021 HGS Executive Board. The full version of the proposed revised Constitution/By-laws will be made available to all members, by various means, in the near future. And the voting will of course be possible online, as it is with the election of new Board members.
So, here’s a “heads-up” of the key proposed changes, put together by HGS Director and Chair of the By-laws Committee Wayne Camp, which was approved by the entire Board on 11 February 2020. Again, the full document will be accessible to all members in the coming weeks. The existing Constitution and By-laws can be found via a link at the bottom of the “About HGS- Overview” page (https://www.hgs.org/objective-society) on the HGS website.
Summary of Proposed Changes
Article III, Membership
Added a description of the Membership Chair who is responsible for preparing nominations for Active and Associate members. Reorganized former Article II that defines membership classes and qualifications to improve clarity. Member qualifications are unchanged.
Article IV, Composition of the Board of Directors
Revises former Article III to condense the description of the Board of Directors and added a Section to define voting by the Board.
Article V, Authority of the Board
Added Article V that defines the authority of the Board, governance of Board meetings, and justifications for termination. A new provision is added to allow for Board members to meet remotely via electronic meeting methods, rather than requiring in-person meetings to establish a quorum to conduct official business.
Article VI, Officers
Addresses lapses in the ability of Board members to serve and adds the responsibility for the Treasurer to prepare an annual budget.
Article VII, Meetings of the Members
Expands the rules governing General meetings that were previously contained in Article I.
Article VIII, Nominating Committee and Elections
Formalizes the role of the Nominating Committee in accordance with current practice that was not previously defined in Article II (Membership).
Article IX, Other Committees
Formalizes the role of the Audit Committee, Investment Committee, and the Finance Committee in accordance with current practice that were not previously defined in Article V (Committees).
Article XI, Dues
Eliminates the required annual dues amounts as previously specified in Article IV (Annual Dues) to allow flexibility of the Executive Board to make changes as may be necessary without requiring revising the By-laws and approval of the Membership. The restriction to limit any dues increase to no more than 20% during any consecutive two-year period is retained as previously defined in Article IV (Annual Dues).
Article XII, Indemnification
Sets out the indemnification of Board Members in accordance with Texas law; a provision that is not specified in the existing By-laws.
Article XIV, Dissolution
Provision for donations of any remaining assets following dissolution of the Society as previously described in Article VI (Dissolution) is updated to conform with current IRS Tax Code.
Article XV, Conformity with Other Governing Documents
Expands description addressing any conflicts of these By-laws with any other governing documents that were previously defined in Article VII (Priority of Constitution).
I want to encourage all HGS members to engage in this effort by reviewing the existing governing documents, the proposed changes when all the details are published, and to participate during the voting process.