document that briefly discusses the rationale - AACRAO

AACRAO Proposed Bylaws Changes
Rationale Summary & Line Number Reference
March 2013
Routine changes to comply with District of Columbia law and to standardize language are
marked in green in the bylaws document.
There are two types of changes marked in green: a) those required by recent changes in the laws
applicable to non-profit associations incorporated in the District of Columbia, and b) changes to
reflect consistency in grammar and language throughout the bylaws. We have not listed line
numbers because the changes are routine and appear throughout the document.
The proposed changes in governance are listed below with reference to the line numbers
that reflect the changes in the bylaws. These changes are marked in blue.
1) Role of the Board Directors
The change proposed articulates the role of the AACRAO’s Board of Directors as more strategic
than programmatic, with a focus on the long-term direction of the association. It reflects the
fiduciary responsibility of the board.
o Lines 69-92 (94-101)
o Lines 136-138
o Lines 156-161
o Lines 202-203
2) Size and Composition of the Board
An increase in the number of directors will provide more continuity for the board from year to
year. In some years, as few as six directors may continue on the board from the prior year.
Additional members provide for more effective and robust board committees and a more
manageable workload. Vice presidents at-large provide broader member representation.
• The size of the Board is increased to 12-13 directors, including two Vice Presidents atlarge.
o Lines 41-47 (49-52)
o Lines 64-65
3) New Board Position of External Director
Adding an external director provides the Board and the association with the opportunity for a
diversity of perspectives and increased credibility and accountability. The external director will
not be compensated, and members (regular, corporate, or honorary) will not be eligible to serve
as an external director.
• Board may include an External Director
o Lines 45-47
o Line 65
• External Director’s term of service

o Lines 170-173
• External Directors are not eligible to serve on the Committee on Nominations and
Elections
o Line 234
• Election of an External Director
o Lines 295-298
4) Election of Member Directors conducted electronically from a competitive slate
Members have requested electronic voting for the board so that those who cannot attend the
annual meeting can participate in this governance decision. Offering members a competitive
slate provides more direct participation in governance by the general membership.
• Nominations and Elections will develop a competitive slate of nominees for member
directors, consisting of up to twice as many nominees as the number of open positions.
o Lines 230-234
o Lines 252-258
o Lines 288-292
• Election of member Directors will be conducted prior to the business session of the
annual meeting, with electronic balloting open to all voting member of the association.
o Lines 165-169
o Lines 259-273
o Lines 278-293
o Line 339
o Line 344
• Member Directors will be seated at the business session of the annual meeting after their
election.
o Lines 165-169
5) Board member participates in the Committee on Nominations and Elections (N&E)
AACRAO will be better served by fostering understanding and discussion between these two
groups. Including a non-voting board member on N&E will improve the communication between
these important governance bodies, whose members share the goal of effective and accountable
governance. It will establish a transparent process for communication, clarifying how
information is shared between the committee and the board.
• The Committee on Nominations and Elections is expanded to include one board-elected
director each year to serve as a non-voting member.
o Lines 233-235
6) Transition Plan
If the changes to the bylaws are approved, the board will follow a three-year transition plan to
implement the changes; this section will be removed automatically once the transition is
complete.
o Lines 299-304