AJS Bylaw Amendments Approved
Sobel, Allan D., Judicature
On Saturday, June 4, 2005, the AJS Board of Directors held a special meeting and approved a series of Bylaw amendments that put into effect a new governance structure. The new Bylaws may be viewed at www.ajs.org. Any member may secure a copy by contacting Beth Tigges at 515/271-2283 or email@example.com.
The new Bylaws call for a Board of Directors of not less than 20 nor more than 25 members, effective as of this year's annual meeting in August. Currently the board size is almost 90 and in recent years board membership went as high as 140. Because it is not realistic to have a board of that size staying on top of the many issues facing AJS, actual policy making has been undertaken by the Executive Committee.
AJS is blessed with many members passionate about our mission and anxious to serve this organization. However, the interests of those members were not served by a position on a board that had relinquished policy making responsibilities to the Executive Committee. Because the current system does not call for general board members to make the important policy decisions, many members of the board saw no reason to attend board meetings. Rather than become more involved in the organization, many board members became disillusioned and decided to become less involved.
I am confident that we have developed a sound plan to engage our interested members in the work of the organization, and that will allow AJS to identify those best suited for board service. The Bylaw amendments also call for the creation of the AJS National Advisory Council (NAC) and I expect the NAC to be created at the time of this year's annual meeting.
The NAC grows out of a recognition that many of our members are deeply concerned about and most immediately impacted by state and local issues. For this reason, in recent years AJS has formed eight local chapters to allow its resources to be used to address matters of state and local concern. Expanding on this model, the NAC will build a network of citizens in each state who will help AJS monitor issues of importance in their area and provide advice on how and when it would be appropriate to address them. Moreover, AJS intends to seek the counsel of its NAC on matters of national concern.
AJS members are active people with busy schedules, and they cannot assume and successfully meet the responsibilities that will go along with a position on the NAC without support. Thus, AJS will provide members of the NAC with staff support. Initially, NAC members will be given a thorough orientation on the activities of AJS and opportunities for NAC members to be involved and make an impact. Thereafter, AJS staff will be available to conduct limited research, supply materials, serve as liaison to NAC committees and working groups, arrange for teleconferences and meetings, circulate the work of NAC members, and generally help NAC members help AJS.
The NAC members will have no fiduciary duties. While AJS board members have the fiduciary duties of care, loyalty, and good faith in making policy decisions believed to be in the best interests of AJS, and the duty to ensure AJS has adequate resources to meet its purposes, the NAC will not be a policy-making body charged with fiduciary duties and its members will not have fundraising responsibilities. …