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Request for Comments on Two Proposed Changes to the By-Laws
By-Laws Changes Are Proposed for the Number of Councilors to Serve On the Council of the Society and the Length of Councilors Terms
SOT Council is proposing a By-Laws amendment to change the total number of members to serve on Council from eleven to thirteen by increasing the number of Councilors from four to six. It is also proposed to change the term of service from two to three years for a Councilor. As the size of the Society has grown over the years so has the workload of the volunteers who serve on Council. Increasing the number of years that a person serves as Councilor will help to optimize the intellectual knowledge that Councilors must have and will make the Councilors’ terms more consistent with the length of service of the other Officers, such as the Treasurer and the Secretary. With these proposed changes to the composition of Council, the definition of the quorum required for Council to conduct its business must also be amended. The proposed changes are:
Article First, Section 6. There shall be a Board of Directors referred to hereinafter as a Council of the Society consisting of eleven thirteen persons., four Six to be elected by a plurality vote of the ballots cast. for a term of two years, except as hereinafter provided. At the first annual meeting two members shall be elected for a short term of one year and two members shall be elected for a term of two years.Annually, thereafter, two members shall be elected for a term of two three years. The seven additional members of the Council shall consist of the President, the Immediate Past President, the Vice President-Elect, the Vice President, the Secretary, the Treasurer, and either the Secretary-Elect or the Treasurer-Elect.
Article Third, Section 3. The Council shall meet prior to the Annual Meeting of the Society to conduct such business as is set forth in the Constitution and By-Laws. Six Seven
members of the Council shall constitute a quorum for this meeting. Minutes of the Council meeting shall become a part of the official record of the Society.
By-Laws Change Is Proposed for the Length of Term for the Treasurer to Serve on the Endowment Fund Board
SOT Council is proposing a By-Laws amendment to change the total length of time the Treasurer serves on the Endowment Fund Board from four years to three years. This allows transition with an experienced individual, but reduces the time of commitment needed. With this proposed change, the Endowment Board composition may change in number. Typically, ten individuals will be on the Board, but shortening the term of the Treasurer will decrease Endowment Board membership to nine individuals every four years.
Article Seventh, Section 4, Second sentence:
The Board shall consist of at most ten individuals. The Society’s Treasurer, upon commencement of the second year of his or her term, shall serve a four-year three-year term as a Board Member. Each year the Immediate Past President of the Society, by virtue of his or her office, shall begin a two-year term as a Board Member. Each year the incoming President of the Society shall appoint two individuals from among the Society’s Past Presidents, past Treasurers, past Council Members, and contributors to the Endowment, who have indicated a willingness to serve a three-year term as a Board Member. Individuals may be reappointed as Board Members, but in no case shall they serve more than two consecutive three-year terms. In the event of a vacancy on the Board, including vacancies occurring as a result of a former officer declining appointment to the Board, the current Society President shall appoint an individual from the previously described slate of candidates to fill the unexpired term of office. All appointments by the Society’s President shall be subject to ratification by the Council. The Society’s current Treasurer, during the first year of his or her term, the Treasurer-Elect when that office is filled, the current President and the Executive Director, by virtue of their offices, shall serve ex-officio as non voting members of the Board. Each year the incoming President of the Society shall appoint, from amongst those Board Members who have served as Board Members for at least one year, one Board Member to serve as Chair of the Board for a one-year term subject to ratification by the Council. Individuals may be reappointed to serve consecutive terms as Chair.
With this announcement, a 30-day comment period on this By-Laws change has begun, and your insights regarding this transition are welcomed and appreciated. Please send your comments to SOT Headquarters.
Lois D. Lehman-McKeeman
SOT Vice President-Elect
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