by Ginny Prior, President
The light bulb. Space travel. The Internet.
When listing the world’s great achievements, the BATW Bylaws revision probably won’t make the cut. But to us, it’s big news.
It’s been more than three years since the Board gave the go-ahead to update and revise BATW’s Bylaws. The member who stepped up to the task was Stu Wilson, who has probably given more hours to this project than our founding fathers did when they crafted the Constitution.
Today – we are happy to say – the Bylaw revision is finished, and under final legal review (the revision will be available for your review and comments in another week or two). The proposed amendments are designed to accomplish the following:
1. Make the Bylaws more flexible so that policies, procedures and practices can be adopted and revised from time to time without the necessity of formal, cumbersome Bylaws amendments.
2. Update procedures and clean up, eliminate where possible, or streamline language that appears inapplicable or unnecessary.
3. Review and consider changes in membership criteria and categories to help deal with “unofficial” categories (e.g., Provisional, Emeritus) and with questions regarding lack of perceived publication and/or professionalism by Active members.
During dozens of hours of reviews and discussion, the Board contemplated a number of other issues. They are addressed in these proposed amendments, including changes affecting the Board of Directors, itself. Here is a brief summary and explanation of the proposed changes:
SUMMARY OF PROPOSED CHANGES
The proposed amendments employ the legislative amendment style using strike-out and underline to denote, respectively, removal of text from, and addition of text to the existing bylaws. In this manner it is possible to see how the existing Bylaws read, and how they will read if proposed amendments are adopted. Following is a summary by Article:
ARTICLE 1. OFFICES
The changes to this article are non-substantive but serve to update and streamline existing provisions.
ARTICLE 2. PURPOSES
The Objectives and Purposes are updated to reflect earlier changes in BATW Policy and Procedure Manual and to elaborate on the objectives.
ARTICLE 3. DIRECTORS
Among the substantial revisions proposed for Article 3 are: authorizing a variable number of directors that may be changed from year to year; making appointed directors optional; and, specifying that elected directors must be members. The term of office would change from one to two years, with half of directors elected each year, and directors would be limited to three consecutive terms. Directors could be removed for failure to attend meetings. The Board would be required to adopt a conflict of interest code and directors would be obliged to follow it. Some streamlining and updating of the Article is also proposed.
The idea behind the staggered two-year terms is to foster some continuity on the Board, so that not everyone is learning from scratch at once. Term-limits would ensure some turnover and opportunity for members to serve on the Board. The ability to alter the size of the Board increases flexibility to respond to increased or decreased interest from members in serving on the Board.
ARTICLE 4. OFFICERS
Proposed changes in this Article streamline and update current provisions, although one change would preclude one person from holding more than one office at a time.
ARTICLE 5. COMMITTEES
Minor changes are proposed for clarification.
ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
No changes proposed.
ARTICLE 7. CORPORATE RECORDS, REPORTS AND SEAL
Minor amendments would eliminate some irrelevant language, including reference to the “corporate seal”, and the phrase “if the corporation has members.”
ARTICLE 8. FISCAL YEAR
ARTICLE 9. AMENDMENT OF BYLAWS
Proposed minor updating and changing an incorrect statutory reference.
ARTICLE 10. AMENDMENT OF ARTICLES
Minor updating proposed.
ARTICLE 11. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
ARTICLE 12. MEMBERS
Issues surrounding the definition of membership, qualification for membership, and maintenance of membership status were among the initial impetus for Bylaws revision. After many lengthy discussions surrounding these matters, the Board generally agreed that the preferred approach involved granting the Board sufficient discretion to deal with these issues, but not try to deal with them directly in the Bylaws.
The proposed language would retitle “Active” Members to “General” Members and would slightly alter the definition of the class from one open to “members of the public,” to one open to “travel journalists.” The language, however allows the Board to adopt specific eligibility criteria, as is now the case, so the membership criteria will not necessarily change. The Board decided that the issue of ongoing publication credits should be a “credentialing” rather than a membership issue. The proposed language would allow the Board to undertake such a program by, for example, issuing press passes only to General Members who meet minimum publication requirements. It gives BATW the chance to address the “professional” issue without having to significantly restrict membership or force members out of the organization.
The two existing membership categories would continue with the proposed language, but non-member affiliations by individuals or other organizations would be expressly authorized, subject to Board approval. This could be used, for example, to allow for aspiring travel journalists to affiliate with BATW as provisional or apprentice, without gaining voting rights or permanent member status. Another change would authorize the Board to limit the number of BATW members. Other, minor changes would update language in this Article.
ARTICLE 13. MEETINGS OF MEMBERS
Relatively minor changes to this article would update the language and allow the Board to set the date of the annual members meeting during the month of January each year rather than being obliged to hold it on the third Saturday in January at 10:00 A.M. The option of proxy voting would be eliminated as it has not been the practice to allow this.
CONCLUSION AND RECOMMENDATION
We will send an email to members when our attorney has given us the go-ahead. When you study these Bylaw revisions, consider that these amendments have been discussed and debated by a Board membership that has changed twice over the last three years. “They have received the wisdom of different opinions and points of view that are endorsed unanimously by the current Board,” Stu says.
After we post the Bylaws to the BATW website, there will be a minimum 30-day review period. Comments should be sent to Carolyn Koenig, firstname.lastname@example.org, for compilation; after the review deadline, she will turn over the comments to the Board, which will meet in early June to consider all feedback and consider any final revisions before setting the amendments for a vote of the membership.