Updated 10/1//08

Proposed By-Laws Blog

The ABANA board has proposed revisions to the by-laws and has posted the proposed by-laws on the ABANA web site for review by the membership. The pointers to the pages with the proposed changes and text are below.

This page will serve to record the suggestions that have come in from members and to hold commentary from the board. In these items we will explain the background of those changes about which members have had questions.

Please ask questions and let us know your thoughts. Even if you see a similar comment already here it doesn't hurt to express agreement. Or disagreement for that matter. Unless you ask us otherwise we won't post your e-mail address but we'd like to post a name for reference but we will shorten it such as "Tom A." or "Sam from Cleveland" etc.

Please be specific. Rather than saying "your grammar is poor", tell us exactly what is wrong and where. If possible suggest solutions.

And don't put it off. In order to be in the election issue of the Anvil's Ring we need to get all the issues settled by around the first of May 2008. The Bylaws Committee will create the final corrected copy and get the approval of the full board before the magazine deadline. The final version presented to the membership for approval will be in the Anvil's Ring.

Please contact any board member with your comments and suggestions.


Bylaws & Procedures Committee
Chair: Wayne Coe
Members: Chris Winterstein, Paul Boulay & Don Kemper

(Click on names to e-mail)

The .pdf version of the proposed By-Laws (dated 5-22/2008) is HERE.

The web version indicating both deletions and additions is HERE.

Commentary and Rationale notes will go here.

Bylaws adopted by the membership - 10-1-08. Thanks to all who voted!

Bylaws revision status update 5-25-08.

While at the BAM conference in early May, members of the ByLaws Committee had fruitful conversations with long-time friend of ABANA, Paul Moffett. We want to thank Paul for doing an outstanding job of going through the proposed bylaws. He came up with roughly 30 suggestions. About half of these were editorial and grammatical things that we corrected in the 5-22-08 version posted on the web site today. A number of Paul's other comments were asides and suggestions triggered by the bylaws but not areas that we need to act upon by changing the bylaws text. Still others were potential areas of concern but nothing better than the current proposed text was suggested.

After going through all these things 2 substantive changes are incorporated. The first changes the number of petitioners required to force a special meeting from 20% down to 10% of the membership. (This is in Article VI, Section 2.) This 10% matches the quorum for a membership meeting. The second change involves actions of the Executive Committee on behalf of the organization. (This is in Article X, Section1.) The time period from the an Exec. Committee action until they report to the whole board for ratification of these actions is changed from 30 days to 3 days and "electronic communication" is added as a means for such notification.

At the end of the proposed by laws text in the .pdf file is a log of the changes to the text that have occurred since the first posting of the bylaws revision with text dated 2/28/2008. This log is not part of the proposed by laws per se.

The 5/22/2008 version was reported out of the Bylaws Committee and recommended to the ABANA Board of Directors.

Paul Boulay -- member of the ByLaws Committee

Thank you for the update.  I appreciate the direction the board is taking and would like to thank you for your efforts.
John C. (3/25/08)

This is great stuff to be getting out to the membership. Take Care,
Dave K. (3/25/08)

Regarding: Creation of additional classes of membership or classes of services: (Article III - Section 1 - f.) -- I usually do not question things such as this but I wonder. Am I to assume that in the creation of a new class of membership will also result in the creation of new services or lesser / greater services? And what would be the purpose of creating a new class of membership.
Especially if it is to offer a lesser due/fee to a member for a lesser services such as no Anvils Ring. I have owned and operated an art related business for 15 years and in my experience I feel any one who wants to join would expect a great service in return and I think ABANA should provide the expected service to the fullest. However I also feel the member should also expect to pay their share to receive the awarded benefits. To offer a lesser degree of service at a lower cost would not necessarily benefit ABANA financially. I only speak from my experience and perhaps I am ignorant as to the process you are involved with. I only wanted to add my thoughts and see ABANA prosper.
Mathew C. (3/21/08)

Initial Response -- will be enhanced soon:
The purpose of the additional classes of membership is to be able to address specific needs of the membership.  This would be additional services such as the Professional Section and others as they become recognized or identified without the necessity and expense of additional by-laws amendments.
Wayne (3/21/08)

I have a comment about one of the revisions to the bylaws. Article X, Section 3. Election Procedures is amended as "The Board of Directors may determine other methods of conducting elections if it is determined that such other method is in the best interest of the membership and the Association..."
Someday members might wish that this sentence was a little more specific as there is no clear way to say who determines or how it is determined what is in the best interest of the membership and Association. If I was interested in anarchy, this is the door I could use. If I can make a suggestion, I would alter the wording to something like: "The Board of Directors may conduct elections using other methods if the Board has adopted such a method by majority vote in an announced meeting and if member notification meets the criteria prescribed above in this section."
Jim L. (3/21/08)

Jim, Thanks for your comment and interest. The present by-laws are very specific as to how ballots are cast, where they are sent, how they are counted and by whom. I have had a number of members comment to me that the ballots should be sent to an independent ballot counting service rather than being handled in house. I attempted to devise a method of accomplishing this, however, I was unable to discover such a service in a timely fashion or get agreement with other members of the By-Laws Committee and the Board. The purpose of drafting this section in this manner was so that we could get revisions to the membership this year and not have to go through the amendment process again soon and incur the burden and expense.
By-Laws generally should be drafted in such a manner that the governing body can effect changes when needed. The Complete Idiot's Guide to Robert's Rules (and I don't want to admit that by quoting from this text that I am a complete idiot) states at page 39 "Give freedom; avoid taking it away. By-Laws shouldn't put unnecessary restrictions on the organization. Instead, the by-laws should be an empowering document. Only restrict those things that are necessary to restrict, such as duties of the members. Beyond that, allow for flexibility within the by-laws."
I hope that this answers your concerns and those of others either studying the proposed revision or reading your comments. If I have not adequately covered this please e-mail me and we will go into it further.
Wayne Coe, By-Laws Committee Chairman (3/23/08)

I read that attempts were made to correct grammar in the by-laws; I would like you to note that the use of the pronoun "their" is traditionally reserved to agree in number (that is, singular or plural) with plural nouns e. g., in the phrase the following example does illustrate a mis-use; that is, if the subject of the sentence is "Members" then its antecedent should be "their" and not "his/her". "Honorary Life Members shall be exempt from payment of any annual dues for [his or her] lifetime and shall be entitled to all the privileges of a Family/Household Member."
Terry W. (3/21/08)

Thanks Terry, You can not believe how many of those singular/plural pronoun issues I corrected. I guess that I over looked this one. I agree, wholeheartedly, that all of these type errors should be corrected. I also want to thank you for taking the time to not only look at but to study the suggested revisions.
Wayne (3/21/08)

In Article VIII - Section 3 - duties of officers -- Secretary -- As presented the proposed text has:
The Secretary shall conduct all correspondence and carry into execution all orders, votes and resolutions not otherwise committed; keep a list of the members of the Association; collect the fees, annual dues and subscriptions and pay them over to the Treasurer; notify the President of the election of Directors and Officers; notify members of their appointment to committees; furnish the chairman of each committee with a copy of the vote under which the committee is appointed, and at his or her request give notice of the meetings of the committee; prepare, under the direction of the Board of Directors, an annual report of the transactions and condition of the Association, and generally devote his or her best efforts to forwarding the business and advancing the interests of the Association.
The original intent seems to be that the secretary shall inform the membership of the results of election as well. Propose that it read: notify the President and members of the Association of the election of Directors and Officers; ...
Paul B.(3/20/08)

Wayne (3/21/08)

I vote YEA. You'all are doing good things.
Clay S. (3/20/08)


Summary of changes -- moved here for as a record of the proceedings:

The major policy changes between the 2002 and 2008 Bylaws are:

Creation of additional classes of membership or classes of services:
[(f) The ABANA Board of Directors shall have the authority to establish additional categories of membership or classes of services as it deems appropriate to best serve the interests and needs of the membership.]

- See Article III - Section 1 - f.
Term limits for ABANA Directors
[No director shall serve more than two and one half terms consecutively.  Thereafter no former director shall serve on the Board of Directors sooner than three years from the end of his service as a director.  Subsequent elections or appointments shall comply with all of the above requirements.]

- See Article VII - Section 2.

The significant clarifications between the 2002 and 2008 Bylaws are:

Define Contributory member consistent with current practice ($50 vs $100 over basic dues)
(d)  A Contributory Member is an individual, family or household with the qualifications as stated in (a) above, who elects to pay the amount set for Contributory Members, or more, for annual dues. [and with the qualifications as stated in (a) above]

- See Article III - Section 1-d.

Clarify voting rules for Family / Household members:
[If parties of a Family/Household Membership cast multiple votes OR if parties of a Family/Household Membership dispute the vote cast by other parties of that Family/Household Membership, the Board shall declare all such votes from that Family/Household Membership void.]

- See Article VI - Section 5.

Permit the Board to conduct elections for Directors by means consistent with the best interests of the membership and the Association.
[In the event that there is no ABANA International Conference the Biennial Membership Meeting shall be conducted in accordance with Section 2 Special Membership Meetings: below.]

- See Article VI - Section 1.

Number of Members required to call for a Special Meeting.
Reduce the number of petitioners required to call a special meeting from 20% to 10%. This number results from matching the quorum requirement for mailed ballots.

- See Art. VI, Sect. 2,

Time for Ratification of Exec. Committee actions.
Reduce the period between an Executive Committee action and its seeking ratification from 30 days to 3 days; add electronic communication as a means for seeking this ratification. In these days of universal electronic connectivity it should not be necessary for the Exec Committee to act ahead of Board action – at least not very often. The proposed change allows the Executive Committee to act if needed but shortens required notification time so that countermeasures can be taken in a timely manner if the Board deems necessary.

See Art. X, Sect. 1

Codify election procedures when fewer than required number of candidates stand for election
[The Board of Directors may determine other methods of conducting elections if it is determined that such other method is in the best interest of the membership and the Association. The results of any ballot shall be communicated to the Secretary without delay.  The ballots shall be retained until after the next meeting of the Board of Directors and such ballot results have been recorded in the Minute Book of the Corporation.  All Board Members shall make every effort to obtain candidates for election to the board, however, should there, at any election, be only five or fewer candidates qualified for election at the time that qualifications close, those qualified candidatesn as practicable thereafter the board shall fill any remaining vacancies by appointment as stated at  ARTICLE VII Section 8 Vacancies above.]

- See Article X - Section 3.

Update Method of Publishing proposed ammendments to Bylaws.
Add posting in a General Membership publication and publishing on the ABANA web site as methods for disseminating proposed changes to the bylaws. Provide for different schedules for a meeting versus a mailed ballot.  

- See Art. XI

In addition many small changes were mede to correct grammar and to require adequate notice of meetings.

Define "his/her".
Added definition of “his/her” in Art. II-A as applying to all members including firms, etc.

- See Art. II-A.



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