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2020 Proposed Bylaws Amendments

Proposed Amendments to ASNT Bylaws for Member Consideration

On 20 June 2020, the Board of Directors approved submitting the following proposed Bylaws amendments to the membership.

Beginning 15 August 2020 all eligible voting members of the Society will receive an email from Intelliscan Inc. with instructions and a link to an online ballot. Eligible voting members who do not have an email address on file with ASNT will receive a ballot by mail.

All eligible voting members have an opportunity to cast their vote electronically or by mail prior to the Annual Business Meeting. Alternatively, eligible voting members may choose to wait and vote during the Annual Business Meeting when proposed amendments are presented.

Eligible voting members are permitted to vote only once. If a member votes more than once, only the first vote submitted will be counted. The revised Bylaws shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the votes cast.

Ballots, whether submitted in paper or digital form, must be received by ASNT no later than 22 September 2020 at 11:59 p.m. eastern time.

Current ASNT Bylaws can be found online at asnt.org/policies.

Directly below is the proposed rewrite of the Bylaws, Article X: Amendments, along with the rationale for amendments.

ARTICLE X: AMENDMENTS AND REVISIONS

SECTION 1 — Proposals to Amend or Revise the Bylaws

Any Member of the Society or the Board of Directors may propose amendments or revisions to these Bylaws in writing to the Secretary at least forty-five (45) days prior to a meeting of the Board at which a quorum is present. By the affirmative vote of a majority of the members of the Board, a Notice of Proposal to Amend or Revise the Bylaws shall be given to the Members of the Society.

SECTION 2 — Notice of Proposal to Amend or Revise the Bylaws

Upon the Board’s approval to issue a notice, the Secretary shall publish the proposal to the Members of the Society for review and comment for a period of not fewer than forty-five (45) days. The notice shall include a detailed description of the proposed amendment or revision and supporting rationale and provide instructions and a deadline for Members of the Society to submit questions and comments.

SECTION 3 — Member Questions and Comments

Members of the Society shall have the right to submit questions and comments on proposed amendments or revisions to these Bylaws no later than the date provided in the notice.

The Board of Directors shall review and discuss all questions and comments submitted by the Members of the Society prior to voting on the adoption of the proposal. The Secretary shall respond to all questions in writing prior to the Board voting on the adoption of the proposal.

The Chairperson of the Board of Directors may call a special meeting of the Society’s Members to receive feedback on proposed Bylaws amendments or revisions.

SECTION 4 — Adoption

Proposed amendments or revisions shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors.

SECTION 5 — Effective Date

Amendments or revisions to these Bylaws shall take effect upon adoption by the Board of Directors as provided herein, unless such amendment or revision stipulates an effective date, in which case that amendment or revision shall become effective on the date stipulated.

Rationale:

This proposed Article X amendment would assign final authority for amending or revising the ASNT Bylaws to the Board of Directors. A system of eight distinct checks and balances is incorporated, which ensures voting members retain their rights to propose amendments and to review and comment on proposed amendments. These checks and balances include:

  • Allows for Society members and the Board of Directors to propose changes to the Bylaws. This provides members continued access to the Society’s governance processes.
  • Requires proposals to amend the Bylaws to be submitted at least forty-five (45) days prior to a meeting of the Board at which the proposal is considered. This checks against proposals being hurried before the Board without time for due diligence.
  • Requires a majority of all Board members to approve publishing the proposal for Society member review and comment. This higher level of control protects against actions by less than a full majority of the Board.
  • Requires ASNT provides forty-five (45) days’ advance notice of the proposal to the members of the Society before the Board can vote for its adoption. This control keeps the members informed as to the Board’s intentions, provides a forum for member feedback, and prevents the Board from acting without considering feedback from the members.
  • Provides an option for the Chairperson of the Board to call a special meeting of the members to discuss the proposal publicly. This provides an additional opportunity for member feedback.
  • Requires the Board respond to all member questions before the Board can vote for a proposal’s adoption. This is an additional control that prevents the Board from acting before all member questions have been answered.
  • Requires an affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors for adoption. This supermajority protects against factions pushing through proposals that do not enjoy near-full support of the Board.
  • Assigns an increased role for the ASNT Secretary in administering Bylaws change proposals. This assigns one specific individual to be responsible for ensuring effective communication between the Board and the members, preventing things from “falling between the cracks.”

All questions regarding the proposed amendments or balloting can be emailed to asntbylaws@asnt.org.

Bylaws Change Proposal FAQs